Alpha Modus Holdings, Inc 10-K for FY2025

Alpha Modus Holdings, Inc. (AMOD)

10-K 2026-03-31 For: 2025-12-31

Added on April 05, 2026

About this 10-K

Alpha Modus Holdings, Inc filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $7138
Net loss: $8.02M; compared with net income of $4.1M a year earlier
Diluted EPS: -$0.29; compared with $0.13 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

		Page
	Part I

Item 1.	Business	6
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	41
Item 1C.	Cybersecurity	41
Item 2.	Properties	41
Item 3.	Legal Proceedings	41
Item 4.	Mine Safety Disclosures	41

	Part II

Item 5.	Market for Registrant’s Common Equity, related Shareholder Matters and Issuer Purchases of Equity Securities	42
Item 6.	Selected Financial Data	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	43
Item 7A.	Quantitative and Qualitative Disclosure about Market Risk	46
Item 8.	Financial Statements and Supplementary Data	47
Item 9.	Changes and Disagreements with Accountants on Accounting and Financial Disclosure	77
Item 9A.	Controls and Procedures	77
Item 9B.	Other Information	78
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	78

	Part III

Item 10	Directors, Executive Officers and Corporate Governance	78
Item 11	Executive Compensation	88
Item 12	Security Ownership of Certain Beneficial Owners, management and Related Stockholder Matters	92
Item 13	Certain Relationships and Related Transactions and Director Independence	93
Item 14	Principal Accounting Fees and Services	97
Item 15	Exhibits	98
	Signatures	99

	●	our possible or assumed future results of operations;

	●	our business strategies;

	●	our ability to attract and retain customers;

	●	our ability to sell additional products and services to customers;

	●	our cash needs and financing plans;

	●	our competitive position;

	●	our industry environment;

	●	our potential growth opportunities;

	●	expected technological advances by us or by third parties and our ability to leverage them;

	●	our inability to predict or anticipate the duration or long-term economic and business consequences of various geopolitical events;

	●	the effects of future regulation;

	●	our ability to protect or monetize our intellectual property; and

	●	changes in United States trade policies, as well as relations with other countries, and/or changes in regulations and/or sanctions;

	●	Real-time monitoring and analysis of consumer demographic, sentiment, and behavioral data;
	●	Object identification and product interaction analytics;
	●	Personalized marketing and advertising tied to in-store location tracking;
	●	Dynamic digital displays and interactive engagement systems;
	●	Smart planograms and inventory optimization; and
	●	Real-time communications, including digital coupons and targeted promotions.

	●	Targeted in-store marketing campaigns;
	●	Digital engagement at the point of sale;
	●	Consumer behavior analytics and heatmapping;
	●	Inventory management and smart planogram optimization;
	●	Store-level staffing analytics; and
	●	Integration of physical retail data with broader advertising and digital media ecosystems.

	●	U.S. Patent No. 10,360,571 - Method for Monitoring and Analyzing Behavior and Uses Thereof
	●	U.S. Patent No. 10,853,825 - Method for Monitoring and Analyzing Behavior and Uses Thereof

	●	U.S. Patent No. 10,977,672 - Method and System for Real-Time Inventory Management, Marketing, and Advertising in a Retail Store
	●	U.S. Patent No. 11,042,890 - Method and System for Customer Assistance in a Retail Store
	●	U.S. Patent No.11,049,120 - Method and System for Generating a Layout for Placement of Products in a Retail Store
	●	U.S. Patent No. 11,301,880 - Method and System for Inventory Management in a Retail Store
	●	U.S. Patent No. 12,026,731 - Method for Personalized Marketing and Advertising of Retail Products
	●	U.S. Patent No. 12,039,550 - Method for Enhancing Customer Shopping Experience in a Retail Store
	●	U.S. Patent No. 12,175,484 - Method for Personalized Marketing and Advertising
	●	U.S. Patent No. 12,354,121 - Methods and Systems for Shopping in a Retail Store
	●	U.S. Patent No. 12,425,718 - Methods and Systems for Providing Assistance in a Retail Store

	●	Monitoring and analyzing consumer demographic, sentiment, and behavioral characteristics in real time;
	●	Product interaction and object identification analytics within retail environments;
	●	Location-based tracking of consumers within retail stores;
	●	Personalized marketing, advertising, and coupon delivery tied to in-store activity;
	●	Customer assistance systems within physical retail locations;
	●	Store layout generation and product placement optimization; and
	●	Real-time communications and purchase options, including digital engagement through interactive devices.

	●	Real-Time Inventory Management – Alert sales associates, managers, distributors or brands immediately when inventory is low or out of stock. Help prevent lost sales and improves customer satisfaction by maintaining inventory control in brick-and-mortar and at the point of purchase.
	●	Ads Based on Real-Time Customer Data – Serve customized ads or product information in real time based on customer demographic metadata such as age, gender, and emotions. Incorporate third party external data such as geo-location, weather, and events to tailor ads dynamically. Enhance customer engagement by providing relevant and timely information at the point of sale.

	●	Customer Assistance Alerts (Shrinkage/Theft Prevention) – Real-time alerts to sales associates for customers needing assistance or suspicious activities at self-checkout, improving customer satisfaction and reducing loss through proactive theft prevention.
	●	Smart Planograms – Using in-store data such as dwell time and foot traffic, AI determines optimal display layouts and product placements, improving store flow and increasing sales opportunities.
	●	Driving Traffic into Brick-and-Mortar Retail – Stores and brands can leverage customer metadata such as search history, voice, age, gender, and location to send targeted ads for in-store purchases. This customization improves the shopper’s experience by delivering relevant promotions and product recommendations directly at the point of purchase.
	●	AI-Generated Ads – Not all ads fit every customer, but brands can use customer data and images to generate targeted and customized ads at the point of purchase. This approach is targeted to enhance the customer experience and drive improved sales by showing the right message to the right audience at the right time.

	●	cease selling, licensing, or using products or features that incorporate the intellectual property rights that Alpha Modus allegedly infringes, misappropriates, or violates;

	●	make substantial payments for legal fees, settlement payments, or other costs or damages, including indemnification of third parties;

	●	obtain a license or enter into a royalty agreement, either of which may not be available on reasonable terms or at all, in order to obtain the right to sell or use the relevant intellectual property; or

	●	redesign the allegedly infringing products or services to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

	●	an exemption from the rule that a majority of its board of directors must be independent directors;

	●	an exemption from the rule that its compensation committee be composed entirely of independent directors;

	●	an exemption from the rule that its director nominees must be selected or recommended solely by independent directors or a nominating committee composed solely of independent directors;

	●	may significantly dilute the equity interest of existing investors;

	●	may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to holders of common stock;

	●	could cause a change in control if a substantial number of common stock is issued, which may affect, among other things, Alpha Modus’ ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of Alpha Modus’ present officers and directors; and

	●	may adversely affect prevailing market prices for Alpha Modus’ common stock and/or warrants.

	●	no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

	●	the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors;

	●	the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

	●	a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

	●	the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

	●	limiting the liability of, and providing indemnification to, our directors and officers;

	●	controlling the procedures for the conduct and scheduling of stockholder meetings;

	●	providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election;

	●	granting the ability to remove directors with cause by the affirmative vote of 66 2∕3% in voting power of the outstanding shares of Alpha Modus common stock entitled to vote thereon;

	●	requiring the affirmative vote of at least 66 2∕3% of the voting power of the outstanding shares of capital stock of Alpha Modus entitled to vote generally in the election of directors, voting together as a single class, to amend the Proposed Bylaws or certain sections of the Amended and Restated Charter; and

	●	advance notice procedures that stockholders must comply with in order to nominate candidates to Alpha Modus Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Alpha Modus.

	●	Alpha Modus will indemnify its directors and officers for serving Alpha Modus in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

	●	Alpha Modus may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

	●	Alpha Modus will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

	●	Alpha Modus will not be obligated pursuant to its Proposed Bylaws to indemnify a person with respect to proceedings initiated by that person against Alpha Modus or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification; and

	●	the rights conferred in the Proposed Bylaws are not exclusive, and Alpha Modus is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

	●	reduced liquidity for Alpha Modus’ securities;

	●	a determination that Alpha Modus common stock is a “penny stock” which will require brokers trading in Alpha Modus common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Alpha Modus common stock;

	●	a limited amount of analyst coverage; and

	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	investors react negatively to the prospects of Alpha Modus’ business operations, results, and prospects;

	●	actual or anticipated fluctuations in Alpha Modus’ quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

	●	changes in the market’s expectations about Alpha Modus’ operating results;

	●	success of competitors;

	●	changes in financial estimates and recommendations by securities analysts concerning Alpha Modus or the AI industry in general;

	●	operating and share price performance of other companies that investors deem comparable to Alpha Modus;

	●	Alpha Modus’ ability to market new and enhanced products and technologies on a timely basis;

	●	changes in laws and regulations affecting Alpha Modus’ business;

	●	Alpha Modus’ ability to meet compliance requirements;

	●	commencement of, or involvement in, litigation involving Alpha Modus;

	●	changes in Alpha Modus’ capital structure, such as future issuances of securities or the incurrence of additional debt;

	●	the volume of Alpha Modus’ shares of common stock available for public sale; or

	●	any major change in Alpha Modus’ Board or management.

	●	Governance: Management oversees cybersecurity risk mitigation and reports to the board of directors any cybersecurity incidents.

	●	Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.

	●	Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-virus and anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.

2025 FISCAL YEAR	High		Low
First Quarter	$	6.0199	$	1.02
Second Quarter	$	1.62	$	1.01
Third Quarter	$	2.6	$	0.8605
Fourth Quarter	$	1.3	$	0.40

2024 FISCAL YEAR	High		Low
First Quarter	$	10.79	$	10.68
Second Quarter	$	11.9899	$	10.77
Third Quarter	$	11.5	$	11.27
Fourth Quarter	$	13.49	$	2.2

	●	targeted marketing campaigns;

	●	actionable insights on consumer product packaging;

	●	inventory control;

	●	smart planograms;

	●	in-store heatmapping of consumer traffic;

	●	consumer behavior; and

	●	staffing needs based on foot traffic in a retail location.

	●	Engage consumers with interactive output displays throughout brick-and-mortar retail stores to capture critical decision-making at the point of sale.

	●	Cater to specific and immediate needs of the consumer.

	●	Capture MAC address tracking data, user eye tracking, object identification of goods throughout the store.

	●	Assess the consumers product engagement and product tracking in real time.

	●	Aid in inventory management and product placement throughout a store by creating smart planograms.

	●	Curate tailored in-store marketing solutions.

	●	Drive sales via engaging customers with digital experiences at the point of sale.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID No. 206)	48
Consolidated Balance Sheets as of December 31, 2025 and 2024	49
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024	50
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2025 and 2024	51
Consolidated Statements of Cash flows for the years ended December 31, 2025 and 2024	52
Footnotes to the Consolidated Financial Statements	53

	December 31, 2025			December 31, 2024
ASSETS
Current assets
Cash	$	68,000		$	735,814
Royalty receivable		7,138			-
Prepaid expenses		603,267			841,637
Employee advance		7,500			-
Franchise tax receivable		121,872			125,068
Total current assets		807,777			1,702,519

Property, plant and equipment, net		8,050			-
Total assets	$	815,827		$	1,702,519

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable	$	609,030		$	16,487
Accrued liabilities		143,730			37,252
Accrued liabilities payable to related party		252,830			-
Accrued interest payable to related party		188,142			79,859
Excise tax payable		-			2,348,302
Financing payable		464,000			663,582
Convertible notes payable, net of discount		631,842			-
Convertible notes payable - related party, net of discount		5,159,534			35,000
Convertible notes payable		5,159,534			35,000
Note payable - related party, net of discount		-			1,375,691
Earnout shares and sponsor earnout shares liability		-			1,053,084
Warrant liability		1,146,373			1,950,053
Total current liabilities		8,595,481			7,559,310

Convertible notes payable, net of discount, non-current		-			2,934,543
Total liabilities		8,595,481			10,493,853

Commitments and contingencies		-

Mezzanine equity
Series C preferred stock, $0.001 par value, 8,500,000 shares authorized, 4,300,000 and 7,500,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively		41,170,508			71,809,025

Stockholders’ deficit
Common stock, $0.0001 par value, 228,500,000 shares authorized, 42,567,644 and 12,455,252 shares issued and outstanding as of December 31, 2025 and 2024, respectively		4,257			1,246
Additional paid-in capital		50,546,906			13,226,787
Accumulated deficit		(99,501,325	)		(93,828,392	)
Total stockholders’ deficit		(48,950,162	)		(80,600,359	)
Total liabilities, mezzanine equity and stockholders’ deficit	$	815,827		$	1,702,519

	December 31, 2025			December 31, 2024
	For the Years Ended
	December 31, 2025			December 31, 2024

Royalty Income	$	7,138		$	-

Operating expenses
General and administrative expenses		3,159,313			396,434
Professional fees		2,092,013			438,461
Total operating expenses		5,251,326			834,895
Operating loss		(5,244,188	)		(834,895	)

Other income (expenses)
Patent infringement income		108,096			-
Interest income		36			13
Change in fair value of earnout shares liability		1,053,084			18,731,514
Change in fair value of warrants liability		803,680			(397,553	)
Loss on settlement of debt		(760,302	)		-
Forbearance fee expense		-			(13,226,926	)
Interest expense		(3,981,641	)		(168,886	)
Total other income (expense)		(2,777,047	)		4,938,162
Income (loss) before income tax expense		(8,021,235	)		4,103,267
Income tax expense		-			(200	)
Net loss	$	(8,021,235	)	$	4,103,067

Loss per share, class A common stock – basic	$	(0.29	)	$	0.73
Weighted average number of shares of class A common stock – basic		27,306,097			5,640,991

Loss per share, class A common stock – diluted	$	(0.29	)	$	0.13
Weighted average number of shares of class A common stock – diluted		27,306,097			32,175,764

	Shares			Amount			Capital			Deficit			Deficit
	Common Stock ($0.0001 Par)						Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2023		3,500,000		$	350		$	2,697,132		$	(3,662,806	)	$	(965,324	)
Imputed interest discounts on related party notes		-			-			-			14,087			14,087
Shares issued for note extension with related party		1,400,000			140			34,860			-			35,000
Shares issued for cash and financing incentive		1,000,000			100			24,900			-			25,000
Shares issued for services		245,000			25			6,100			-			6,125
Shares cancelled per forfeiture agreement		(850,000	)		(85	)		85			-			-
Effect of recapitalization merger		5,767,944			577			(2,763,077	)		(94,282,740	)		(97,045,240	)
Shares issued for forbearance fee		1,392,308			139			13,226,787			-			13,226,926
Net loss for the year		-			-			-			4,103,067			4,103,067
Balance, December 31, 2024		12,455,252			1,246			13,226,787			(93,828,392	)		(80,600,359	)
Balance		12,455,252			1,246			13,226,787			(93,828,392	)		(80,600,359	)
Shares issued for services		894,524			89			771,978			-			772,067
Shares issued for conversion of accrued interest		138,000			14			178,006			-			178,020
Shares issued for financing incentive		1,250,000			125			1,437,375			-			1,437,500
Shares issued for conversion of note payable		3,000,000			300			3,749,700			-			3,750,000
Shares issued for conversion of preferred series C shares		26,079,868			2,608			30,635,909			-			30,638,517
Shares repurchased and cancelled		(1,250,000	)		(125	)		-			-			(125	)
Warrants issued with convertible notes payable		-			-			547,151			-			547,151
Reversal of excise tax liability		-			-			-			2,348,302			2,348,302
Net loss for the year		-			-			-			(8,021,235	)		(8,021,235	)
Net loss for the year		-			-			-			(8,021,235	)		(8,021,235	)
Balance, December 31, 2025		42,567,644		$	4,257		$	50,546,906		$	(99,501,325	)	$	(48,950,162	)
Balance		42,567,644		$	4,257		$	50,546,906		$	(99,501,325	)	$	(48,950,162	)

	●	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.


	For the Years Ended
Numerator	December 31, 2025			December 31, 2024
Net Income (Loss)	$	(8,021,235	)	$	4,103,067
Amortization of Debt Discounts		-			9,543
Interest Expense		-			14,450
Adjusted Net Income (Loss)	$	(8,021,235	)	$	4,127,060

Denominator	Shares			Shares
Basic Weighted Average Number of Shares Outstanding during Period		27,306,097			5,640,991
Dilutive Shares		-			26,534,773
Diluted Weighted Average Number of Shares Outstanding during Period		27,306,097			32,175,764

Diluted Net Income (Loss) per Share	$	(0.29	)	$	0.13

	●	in whole and not in part;
	●	at a price of $0.01 per warrant;
	●	upon a minimum of 30 days’ prior written notice of redemption; and
	●	if, and only if, the closing price of Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.