AMOD · Alpha Modus Holdings, Inc.

Alpha Modus Holdings, facing Nasdaq delisting risk due to failure to meet minimum net income, MVLS Standard, or stockholders' equity requirements as notified on April 6, 2026, executed the Exchange Agreement on April 8, 2026, with the family trust of CEO William Alessi. This transaction exchanges 3,870,000 Series C Preferred Shares for 109,588,265 Class A Common Shares, calculated per the company's Certificate of Incorporation conversion terms. The primary objectives are to boost the market value of listed securities to regain compliance with Nasdaq's MVLS Standard and materially reduce the stockholders' deficit, addressing core listing deficiencies. Issuance is deferred until shareholder approval under Rule 5635 is obtained, introducing execution risk. The trust faces a lock-up on the new Common Shares until June 13, 2026, limiting immediate selling pressure. As an unregistered exchange under Section 3(a)(9), it avoids new cash proceeds but significantly dilutes existing common shareholders upon completion. Nasdaq grants 45 days for a compliance plan, potentially extendable to 180 days if accepted, providing a window for the exchange to support recovery efforts. Delisting risks include reduced liquidity, financing constraints, and impaired equity incentives if unresolved.