Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): January 27, 2025

 

ALPHA MODUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40775		86-3386030
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

20311 Chartwell Center Dr., #1469

Cornelius, NC 28031

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: [phone]

 

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		AMOD		The Nasdaq Stock Market, LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50		AMODW		The Nasdaq Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

As previously disclosed, on October 23, 2024, Alpha Modus Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Streeterville Capital, LLC (the “Investor”), pursuant to which the Company would sell, and the Investor would purchase, a secured convertible promissory note in the original principal amount of $2,890,000 (the “Note”) for a net purchase price of $2,600,000 (after deducting an original issue discount of $260,000, and payment of $30,000 for the Investor’s legal, accounting, due diligence, asset monitoring, and other transaction expenses), and on December 12, 2024, the Company amended the SPA (the “Amended SPA”) to revise the terms of the Note. Pursuant to the Amended SPA, the Note is not convertible below a floor price of $4.00/share, but if the closing bid price of the Company’s common stock is less than the floor price for ten consecutive trading days, the Company is required to begin making monthly payments under the Note on the date that is 90 days following the original funding date.

 

On or about December 13, 2024, the Company issued the Note to the Investor, the Note was funded on or about December 16, 2024, and since that time, the closing bid price of the Company’s common stock has been less than the $4.00 floor price for more than ten consecutive trading days, which, under the terms of the Amended SPA, would have required the Company to begin making monthly payments under the Note, with those monthly payments commencing on March 16, 2025, and with those monthly payments being equal to 120% multiplied by the outstanding balance divided by the lesser of 6 or the number of months remaining until the Note’s maturity date.

 

On January 27, 2025, the Company and the Investor entered into an amendment to the Note (the “Amendment”) providing that (i) the Company is not required to begin making monthly payments under the Note until May 16, 2025, (ii) the monthly payments will equal $485,000.00 plus all accrued but unpaid interest, multiplied by 120%, and (iii) the Company will pay to the Investor 50% of all proceeds received by the Company from any equity line of credit or similar arrangement within one trading day of receipt by the Company.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

				Incorporated By Reference
Exhibit No.		Description		Form		Exhibit		Filing Date
10.1		Amendment to Secured Convertible Promissory Note, dated January 27, 2025, by and between Alpha Modus Holdings, Inc. and Streeterville Capital, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	ALPHA MODUS HOLDINGS, INC.
Date: January 27, 2025	By:	/s/ William Alessi
	Name:	William Alessi
	Title:	President and Chief Executive Officer

 

 

 

Exhibit 10.1

 

AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTE

 

This Amendment to Secured Convertible Promissory Note (this “Amendment”) is entered into as of January 27, 2025 (the “Amendment Date”), by and between STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Investor”), and ALPHA MODUS HOLDINGS, INC., a Delaware corporation (f/k/a Insight Acquisition Corp.) (“Company”).

 

A. Company issued that certain Secured Convertible Promissory Note in the original principal amount of $2,890,000.00 to Investor on December 13, 2024 (the “Note”) pursuant to that certain Securities Purchase Agreement between Company and Investor dated October 23, 2024, and as amended on December 12, 2024 (the “Purchase Agreement”).

 

B. Investor and Company have agreed, subject to the terms, amendments, conditions and understandings expressed in this Amendment, to amend the Note.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.

 

2. Mandatory Prepayment.

 

(a) Section 1.3 of the Note is hereby deleted in its entirety and replaced with the following:

 

“1.3. Mandatory Prepayment. Beginning on May 16, 2025 and on the same day of each month thereafter, Borrower will pay the Mandatory Monthly Prepayment Amount to Lender in cash via wire transfer of immediately available funds. Borrower also covenants and agrees to pay to Lender fifty percent (50%) of all proceeds received by Borrower from any equity line of credit or similar arrangement within one (1) Trading Day of receipt of such proceeds. For the avoidance of doubt, payments made pursuant to the foregoing sentence will be deemed a mandatory prepayment and subject to the prepayment premium described in Section 1.2 above and will reduce the Mandatory Monthly Prepayment Amount for such month.”

 

(b) The term “Mandatory Monthly Prepayment Amount” is hereby deleted in its entirety and replaced with the following:

 

“A16. “Mandatory Monthly Prepayment Amount” means an amount equal to $485,000.00 plus all accrued but unpaid interest and such resulting sum multiplied by the 120% prepayment premium.”

 

 

 

3. Representations and Warranties. Each of Company and Investor, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants and agrees as follows:

 

(a) Such party has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants contained herein, all of which have been duly authorized by all proper and necessary action.

 

(b) No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the obligations of such party hereunder.

 

4. Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Investor to Company in connection with this Amendment.

 

5. Other Terms Unchanged. The Note, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the Note after the date of this Amendment is deemed to be a reference to the Note as amended by this Amendment. If there is a conflict between the terms of this Amendment and the Note, the terms of this Amendment shall control. No forbearance or waiver may be implied by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment to, any right, power, or remedy of Investor under the Note, as in effect prior to the date hereof. For the avoidance of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth in the Purchase Agreement.

 

6. No Reliance. Company acknowledges and agrees that neither Investor nor any of its officers, directors, members, managers, equity holders, representatives or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees except as expressly set forth in this Amendment and, in making its decision to enter into the transactions contemplated by this Amendment, Company is not relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, equity holders, agents or representatives other than as set forth in this Amendment.

 

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.

 

8. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

 

2

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.

 

	INVESTOR:
	Streeterville Capital, LLC
	By:	/s/ John M. Fife
		John M. Fife, President
	COMPANY:
	Alpha Modus Holdings, Inc.
	By:	/s/ William Alessi
		William Alessi, President and CEO

 

[Signature Page to Amendment to Secured Convertible Promissory Note]

 

 

Cover	Jan. 27, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 27, 2025
Entity File Number	001-40775
Entity Registrant Name	ALPHA MODUS HOLDINGS, INC.
Entity Central Index Key	0001862463
Entity Tax Identification Number	86-3386030
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	20311 Chartwell Center Dr.
Entity Address, Address Line Two	#1469
Entity Address, City or Town	Cornelius
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28031
City Area Code	(704)
Local Phone Number	252-5050
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, par value
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	AMOD
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	AMODW
Security Exchange Name	NASDAQ

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