8-K: Alpha Modus Taps Black Marble for Kiosk Rollout

Alpha Modus Holdings, Inc. has entered into a consulting agreement with Black Marble LP to boost sales and development for its financial services kiosks and applications, compensating with 1.6 million restricted shares tied to performance milestones.

Summary

• Alpha Modus Holdings, Inc. (AMOD) signed a consulting agreement with Black Marble LP on October 24, 2025, with an effective date of September 22, 2025.
• Black Marble LP will provide sales and application development services for AMOD's financial services kiosks and web/mobile application, referred to as "Alpha Cash Solutions."
• As compensation, Alpha Modus will issue 1,628,664 restricted shares of Class A common stock to Black Marble LP.
• The shares are valued at $2,000,000.00, based on a 5-day average closing price of $1.228 per share as of the agreement's effective date.
• The shares will vest in four equal installments of 407,166 shares each on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026.
• Crucially, no shares will vest until Alpha Modus generates at least $1,000,000 in earnings before interest, taxes, and depreciation (EBITDA) or $5,000,000 in gross revenues, specifically attributable to Black Marble's efforts with Alpha Cash Solutions.
• The securities were issued pursuant to the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, as Black Marble LP was deemed an accredited or financially sophisticated investor.

Sentiment

Score: 7

Explanation: The agreement is a positive strategic step to drive growth for a new product line, with compensation tied to performance, which is favorable. However, the potential dilution from share issuance and the inherent risks of achieving performance targets temper the overall positive sentiment.

Positives

• Secures specialized sales and application development expertise from Black Marble LP to drive the rollout of Alpha Cash Solutions.
• Compensation structure is performance-based, aligning Black Marble's incentives with the Company's revenue and profitability goals ($1M EBITDA or $5M gross revenues).
• Issuance of restricted stock conserves cash while attracting talent for a strategic initiative.
• The agreement includes standard confidentiality, work-for-hire, and non-solicitation clauses to protect the Company's intellectual property and business relationships.

Negatives

• Issuance of 1,628,664 restricted shares represents potential dilution for existing shareholders upon vesting.
• The valuation of shares at $1.228 per share for compensation purposes might not reflect current market price at the time of vesting or future performance.
• The Company is obligated to reimburse Black Marble LP for reasonable travel and out-of-pocket expenses, subject to prior written consent.

Risks

• Performance Risk: If Black Marble LP's efforts do not generate the required $1,000,000 in EBITDA or $5,000,000 in gross revenues for Alpha Cash Solutions, the Company may not achieve its strategic objectives for the rollout, and the shares may not vest, potentially impacting the consultant's motivation or future engagement.
• Dilution Risk: The issuance of 1,628,664 shares, while restricted, represents a future potential dilution of existing shareholder equity if vesting conditions are met.
• Execution Risk: The success of the Alpha Cash Solutions rollout heavily depends on Black Marble LP's ability to effectively provide sales and application development services.
• Market Acceptance Risk: The success of the financial services kiosks and web/mobile application is subject to market acceptance and competitive pressures.

Future Outlook

The agreement with Black Marble LP indicates a strategic focus on accelerating the rollout and market penetration of Alpha Modus's financial services kiosks and web/mobile applications, with clear performance targets set for revenue and profitability.

Management Comments

• William Alessi, President and Chief Executive Officer, signed the 8-K filing on behalf of Alpha Modus Holdings, Inc.

Industry Context

This agreement reflects a common strategy in the financial technology (FinTech) sector where companies leverage external expertise for specialized sales and development, particularly for new product rollouts like financial services kiosks and mobile applications. The performance-based equity compensation model is frequently used to align consultant incentives with company growth objectives in competitive markets.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Potential dilution from the issuance of 1,628,664 restricted shares. Potential for increased revenue and profitability if Black Marble LP's efforts are successful, leading to increased shareholder value.
• Employees: The non-solicitation clause protects the Company's workforce from being recruited by Black Marble LP for 12 months post-termination.
• Customers: Potential for enhanced financial services offerings through the rollout of Alpha Cash Solutions kiosks and applications.

Next Steps

• Black Marble LP to commence sales and application development services for Alpha Cash Solutions.
• Alpha Modus to monitor Black Marble LP's efforts towards achieving $1,000,000 in EBITDA or $5,000,000 in gross revenues attributable to Alpha Cash Solutions.
• Vesting of 407,166 restricted shares on January 1, 2026, April 1, 2026, July 1, 2026, and October 1, 2026, contingent on performance conditions.

Key Dates

Recommendation

The consulting agreement with Black Marble LP is a strategic move to accelerate the rollout of Alpha Cash Solutions, a potentially significant growth driver. The performance-based equity compensation aligns incentives, which is a positive. However, the immediate impact on financials is not detailed, and the success hinges on achieving specific revenue/EBITDA targets, which introduces execution risk. The potential dilution from the share issuance also needs to be considered. Without further details on the current market penetration, competitive landscape, or the financial projections for Alpha Cash Solutions, a 'hold' recommendation is prudent, awaiting clearer indications of the initiative's success and its impact on the company's overall financial health.

Keywords

Alpha Modus, AMOD, Black Marble LP, Consulting Agreement, Equity Compensation, Restricted Shares, Financial Services Kiosks, Mobile Application, Web Application, Alpha Cash Solutions, Sales Development, Performance-Based Vesting, SEC Filing, 8-K