S-1: Alpha Modus Holdings Files for Resale of Up to 4 Million Shares

Alpha Modus Holdings, Inc. is registering for resale up to 4,000,000 shares of its common stock, primarily held by Streeterville Capital, LLC, as part of a pre-paid purchase agreement.

Summary

• Alpha Modus Holdings, Inc. is registering for resale up to 4,000,000 shares of its Class A common stock.
• These shares consist of 3,550,000 shares issuable under pre-paid purchase agreements with Streeterville Capital, LLC, and 450,000 pre-delivery shares.
• The company will not receive any proceeds from these resales, as the shares are being sold by the Selling Securityholder.
• The filing indicates that the company is an emerging growth company and a smaller reporting company, subject to reduced public company reporting requirements.
• The company has experienced net losses and negative cash flows from operations in the past and expects to continue incurring significant expenses.
• There are substantial risks associated with investing in the company's securities, including potential negative impacts on the trading price due to the resale of shares and the company's ability to achieve profitability.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the company's significant financial distress, ongoing losses, substantial going concern risks, and potential for severe share price dilution from the registered resale of a large block of shares.

Positives

• Streeterville Capital, LLC is providing up to $10,000,000 in aggregate purchase amount for common stock under pre-paid purchase agreements.
• The company has a proprietary patent portfolio covering systems and methods for real-time monitoring, analysis, and response to consumer behavior in retail environments.
• The company has entered into strategic partnerships with entities like Dollar General, DXC Technology, Mastercard, and others to support its technology deployment and financial services platform.
• The company's core technology addresses structural challenges in brick-and-mortar retail by enabling data-driven personalization and engagement.

Negatives

• Alpha Modus Holdings, Inc. has a history of net losses and negative cash flows from operations, with substantial doubt raised about its ability to continue as a going concern.
• The company expects to continue incurring significant expenses in the near future, including those related to being a public company.
• The resale of up to 4,000,000 shares, representing approximately 47.5% of outstanding common stock, could significantly impact the trading price negatively.
• The company's management team has limited experience managing a Nasdaq-listed public company.
• The company is subject to Nasdaq's continued listing requirements and received a notice for non-compliance with minimum net income, MVLS, and stockholders equity standards.
• The company has identified material weaknesses in its internal control over financial reporting.

Risks

• The resale of shares by the Selling Securityholder could have a significant negative impact on the trading price of the company's common stock.
• The company has experienced net losses and negative cash flows from operating activities and may not achieve or sustain profitability.
• There is substantial doubt about the company's ability to continue as a going concern.
• The AI technology market is competitive, and failure to adapt could harm the business.
• The company may fail to protect its intellectual property rights and proprietary information, and may become subject to costly intellectual property disputes.
• The company's patents are expected to expire between 2034-2037, requiring the development of new patents for continued operations.
• The company's management team has limited experience managing a Nasdaq-listed public company.
• The company may issue additional shares, diluting existing stockholders' interests.

Future Outlook

The company expects to continue incurring significant expenses, particularly related to its public company status, and estimates needing to raise a minimum of $2,500,000 to maintain its growth plan. The company's ability to continue as a going concern is subject to its success in raising additional funds.

Management Comments

• Alpha Modus Holdings, Inc. is a technology and intellectual property company focused on the development, protection, licensing, and commercialization of data-driven systems designed to enhance consumer engagement and decision-making within physical retail environments.
• The company's core strategy centers on the creation, licensing and enforcement of a proprietary patent portfolio covering systems and methods for real-time monitoring, analysis, and response to consumer behavior at or near the point of purchase.
• The company's technology is designed to convert previously unstructured consumer interaction data into actionable insights using advanced analytics and artificial intelligence.
• The company has a history of net losses and negative cash flows from operating activities and expects to continue to incur significant expenses in 2026.

Industry Context

StockSavvy.ai notes that Alpha Modus operates in the AI and retail technology sector, a rapidly evolving market with significant investment in data-driven personalization and consumer engagement solutions. The company's focus on intellectual property monetization through licensing and enforcement is a common strategy in this space, though it carries inherent risks related to patent validity and litigation outcomes.

Comparison to Industry Standards

• The filing does not provide direct comparisons to specific industry benchmarks or competitor financial results.
• However, it references industry data for retail media advertising spend ($60.6 billion in 2024, projected to exceed $109 billion by 2027) and digitally influenced retail sales ($4.2 trillion in 2025), indicating the market's scale.
• The adoption of AI in retail is noted, with 52% of retailers reportedly deploying AI-powered signage, kiosks, and targeting technologies.
• The company's financial services kiosk projections are compared to an estimated 18.7% CAGR through 2028 for that sector.

Corporate Governance

Legal Proceedings

• Alpha Modus has been involved in multiple patent infringement lawsuits filed in 2024 and 2025 against various retailers and technology companies, most of which have since been settled.
• As of August 2025, cases against Cooler Screens, Inc., A2Z Cust2Mate Solutions Corp., The Kroger Company, Creative Realities, Inc., MNTN, Inc., Allerin Tech Pvt. Ltd., RetailNext Inc., Navori SA, meldCX Pty Ltd., Sensormatic Electronics, LLC, Johnson Controls International, PLC, Lowes Companies, Inc., H&M Fashion USA, Inc., and Circle-K Stores Inc. were ongoing or in initial pleading stages.

Related Party Transactions

• The company has entered into multiple secured convertible promissory notes and verbal agreements with Janbella Group, LLC, an entity controlled by CEO William Alessi, totaling significant amounts, with some notes having been in default and subsequently renegotiated.
• The company issued shares of common stock to Janbella Group, LLC as part of a note extension and as a forbearance fee.
• The company has outstanding promissory notes with The Alessi 2023 Irrevocable Trust, also related to the CEO, with original issue discounts and convertible features.
• CEO William Alessi's credit card expenses for the company were reimbursed, resulting in a balance due to him as of December 31, 2025.

Stakeholder Impact

• Existing shareholders face significant dilution risk due to the potential resale of up to 4,000,000 shares and the company's need for future capital raises.
• The company's financial condition and potential delisting from Nasdaq could negatively impact investor confidence and the liquidity of its securities.
• The company's inability to secure additional financing could lead to a severe negative impact on its ability to remain a viable company, potentially resulting in a loss of investment for shareholders.

Next Steps

• The Selling Securityholder may offer, sell, or distribute the registered shares of common stock.
• The company will continue to incur significant expenses related to its public company status.
• The company needs to raise additional capital to fund its growth and operations.
• The company must address Nasdaq's continued listing requirements to avoid delisting.

Key Dates

Recommendation

The company exhibits severe financial distress, including significant ongoing losses, a critical need for capital, and a going concern qualification. The substantial dilution from the registered resale of shares, coupled with Nasdaq listing non-compliance risks, presents a highly unfavorable risk-reward profile for investors. The company's limited operational revenue and reliance on IP licensing and potential future financing make it a speculative investment with a high probability of further value erosion.

Keywords

Alpha Modus Holdings, SEC Filing, S-1 Registration Statement, Common Stock Resale, Streeterville Capital, Pre-Paid Purchase Agreement, Intellectual Property, AI Technology