S-1/A: Alpha Modus Holdings Files Amendment No. 1 to S-1 Registration Statement

Alpha Modus Holdings files an amendment to its S-1 registration statement for the potential resale of up to 4,250,000 shares of common stock by a selling securityholder.

Summary

• Alpha Modus Holdings, Inc. filed Amendment No. 1 to its S-1 registration statement on May 19, 2025.
• The registration statement pertains to the offer and sale of up to 4,250,000 shares of Class A common stock by a selling securityholder, Streeterville Capital, LLC.
• These shares consist of up to 3,000,000 shares issuable upon conversion of a Secured Convertible Promissory Note and 1,250,000 pre-delivery shares.
• Alpha Modus will not receive any proceeds from the sale of these shares.
• The company is registering the shares to satisfy registration rights granted to the selling securityholder.
• As of May 15, 2025, Alpha Modus had 13,828,806 shares of common stock outstanding.
• The resale of these shares could have a significant negative impact on the trading price of Alpha Modus's common stock.
• Alpha Modus is an emerging growth company and a smaller reporting company, which allows it to take advantage of certain reduced reporting requirements.
• The company's common stock and public warrants are listed on the Nasdaq Global Market under the symbols AMOD and AMODW, respectively.
• As of May 15, 2025, the closing price of Alpha Modus's common stock was $1.34 and warrants was $0.07.

Sentiment

Score: 4

Explanation: The document presents a mixed sentiment. While it highlights the company's business activities and intellectual property, it also acknowledges significant risks, including potential negative impacts on the stock price and concerns about the company's ability to continue as a going concern.

Negatives

• The resale of shares of common stock pursuant to this prospectus could have a significant negative impact on the trading price of our common stock.
• Alpha Modus had net losses and negative cash flows from operating activities in the past, and it may not achieve or sustain profitability.
• If Alpha Modus is unable to continue as a going concern, its securities will have little or no value.

Risks

• The resale of shares of our common stock pursuant to this prospectus could have a significant negative impact on the trading price of our common stock.
• Alpha Modus had net losses and negative cash flows from operating activities in the past, and it may not achieve or sustain profitability.
• If Alpha Modus is unable to continue as a going concern, its securities will have little or no value.
• The artificial intelligence (AI) technology market in which Alpha Modus participates is competitive.
• If Alpha Modus fails to adapt to changes in the AI industry, its business may be harmed.
• Alpha Modus may fail to protect its intellectual property rights and proprietary information.
• Alpha Modus will likely become subject to intellectual property disputes.
• Alpha Modus patent portfolio is subject to evolving legislation, regulations, and rules associated with patent law, which may adversely affect its business.
• Patent litigation is inherently risky, and the USPTO, or other relevant patent offices, may either invalidate Alpha Modus patents or materially narrow the scope of their claims.
• Alpha Modus may experience delays in successful enforcement and licensing of its patent portfolio.
• Because Alpha Modus patents are expected to expire in 2034-2037, its continued operations beyond those dates will depend on its ability to obtain additional patents with later expiration dates.
• Alpha Modus lack of patent enforcement and licensing experience could adversely affect its operations.
• Alpha Modus will incur increased costs as a result of operating as a public company.
• Alpha Modus management team has limited experience managing a Nasdaq-listed public company.
• Alpha Modus is a controlled company under Nasdaqs listing rules and can rely on exemptions from certain corporate governance requirements.
• Alpha Modus may issue additional shares of common or preferred stock, which would dilute the interests of stockholders and likely present other risks.
• We may amend the terms of our public warrants in a manner that may be adverse to holders of public warrants without the approval of all holders.
• Alpha Modus may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to holders, thereby making Public Warrants worthless.
• Alpha Modus may be subject to the excise tax included in the Inflation Reduction Act of 2022 in connection with redemptions of our common stock after December 31, 2022.
• We do not expect that we will pay dividends in the foreseeable future.
• If Alpha Modus fails to develop or maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent financial fraud.
• Alpha Modus outstanding Series C Preferred Stock, and the future issuances of other debt securities and equity securities, may adversely affect the Company, including the market price of the Companys common stock, and be dilutive to existing stockholders.
• There can be no assurance that Alpha Modus will continue to be listed on the Nasdaq in the future.
• The market price of Alpha Moduss common stock may decline.
• Alpha Moduss failure to meet the continued listing requirements of Nasdaq could result in a delisting of its securities.
• Alpha Modus is as an emerging growth company as well as a smaller reporting company within the meaning of the Securities Act, and if the Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make the Companys securities less attractive to investors and may make it more difficult to compare the Companys performance with other public companies.
• The future exercise of registration rights may adversely affect the market price of our common stock.

Future Outlook

Alpha Modus intends to continue its intellectual property licensing and enforcement efforts throughout 2025.

Industry Context

The document highlights Alpha Modus's focus on data-driven technologies to enhance consumer in-store digital experience, which aligns with the growing trend of retail media and digital-influenced retail sales.

Legal Proceedings

• Alpha Modus initiated a patent infringement action against The Kroger Company alleging patent infringement of several Alpha Modus patents encompassing retail marketing and advertising data-driven technologies to enhance consumers in-store experience at the point of decision, which action has since been settled.
• On November 12, 2024, Alpha Modus initiated a patent infringement lawsuit against Brookshire Grocery Co. alleging infringement of several Alpha Modus patents pertaining to its 571 patent portfolio, 825 patent portfolio, 672 patent portfolio, 890 patent portfolio and 880 patent portfolio, which encompass retail marketing and advertising data-driven technologies to enhance consumers in-store experience at the point of decision.
• On December 17, 2024, Alpha Modus filed a similar patent infringement lawsuit against Wakefern Food Corporation and Shelf Nine LLC (which has since been settled), and on February 3, 2025, Alpha Modus filed a patent infringement lawsuit against Walgreen Co.
• On April 15, 2025, Alpha Modus filed a patent infringement lawsuit against Optisigns, Inc.

Related Party Transactions

• William Alessi, an officer and director of the Company, loaned the Company $89,929 and received a payment of $4,000, for a net of $85,929.
• On January 17, 2023, the Company and Janbella Group, LLC (Janbella), which is controlled by Alessi, entered into a secured convertible promissory note for $412,500.
• On August 31, 2023, the Company and Janbella entered into an Amended and Restated 12% Senior Secured Promissory Note for $453,750.
• On August 31, 2023, the Company and Janbella entered into an 0% Senior Secured Promissory Note for $300,000.
• On November 6, 2023, the Company and Janbella entered into an 0% Senior Secured Promissory Note for $221,941.
• On February 28, 2024, the Company and Janbella entered into a verbal agreement for a $100,000 0% Senior Secured Promissory Note.
• On July 25, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $35,000 (the Note) to a related party, Jeffrey J. Gary.

Stakeholder Impact

• The resale of shares could negatively impact the stock price, affecting shareholders.
• The company's ability to continue as a going concern is uncertain, which could impact stakeholders including employees, suppliers, and creditors.

Next Steps

• Alpha Modus intends to immediately deploy services under the license with GZ6G Technologies Corp.
• Alpha Modus intends to expand event venue service offerings in late 2025, and expand service offerings in additional industries in 2025.
• Alpha Modus intends to immediately deploy services under the license with Xalles Holdings Inc.
• Alpha Modus intends to continue its intellectual property licensing and enforcement efforts throughout 2025.
• The Company will hold a stockholder meeting within 60 days to approve the issuances to the Investor under the Note and under an equity line of credit agreement with the Investor in excess of the Exchange Cap (as such term was defined in the Note).

Key Dates

Keywords

common stock, registration statement, selling securityholder, Alpha Modus, warrants, securities, business combination, convertible note, shares, SPAC