Alpha Modus Agrees to Preferred Stock Exchange to Eliminate ~$41 Million in Mezzanine Equity, Strengthening Balance Sheet, and Fully Aligning Insider Interests

August 18, 2025 at 08:00 AM EDT

CHARLOTTE, N.C., Aug. 18, 2025 (GLOBE NEWSWIRE) -- Alpha Modus Holdings, Inc. (NASDAQ: AMOD) (“Alpha Modus” or the “Company”), a leader in AI-powered retail engagement technologies, today announced that it has entered into an agreement for a transformative capital restructuring that will eliminate approximately $41 million in mezzanine equity, dramatically reduce the Company’s stockholders’ deficit, retire its last remaining preferred stock, and deliver a cleaner, shareholder-aligned capital structure designed for sustainable growth.

This transaction marks the final step in removing all preferred equity from Alpha Modus’ balance sheet and strengthening the Company’s financial foundation. The sole remaining preferred stockholder, The Alessi 2023 Irrevocable Trust, will exchange approximately 4.3 million shares of Series C Preferred Stock for 40,111,940 shares of Class A common stock.

Under the terms of the agreement, the common shares that will be issued will be subject to a transfer restriction through June 13, 2026 (except for permitted transfers to affiliates), ensuring long-term insider alignment with shareholders.

“This is a decisive move that will not only eliminate ~$41 million in mezzanine equity and reduce the Company’s stockholders’ deficit, but it also sends a strong signal of insider confidence in Alpha Modus’ long-term strategy,” said William Alessi, Chief Executive Officer of Alpha Modus. “By agreeing to this exchange, my family has agreed to forego the downside price protection my family trust previously had holding preferred stock. We have created a simpler, stronger, and more investor-friendly capital structure that positions us to fully capitalize on our technology portfolio and market opportunities.”

Transaction Benefits

Eliminates ~$41 million in mezzanine equity, reducing stockholders’ deficit and improving financial strength and flexibility.
Retires all remaining Series C Preferred Stock
Aligns insider holdings with long-term common shareholder interests.
Simplifies the Company’s capital structure, enhancing transparency for current and prospective investors.

For more information, visit: www.alphamodus.com

About Alpha Modus Holdings Inc.
Alpha Modus Holdings Inc. (NASDAQ: AMOD) is redefining the retail experience through its patented AI technologies, intelligent kiosks, and targeted consumer engagement tools. By integrating innovation with infrastructure, Alpha Modus is unlocking new monetization pathways for retailers and fintech providers alike.

For more information and to access Alpha Modus’ press room, visit: https://alphamodus.com/press-room/

Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Alpha Modus’s actual results may differ from their expectations, estimates, and projections, and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements, but are not the exclusive means of identifying these statements. These forward-looking statements include, without limitation, Alpha Modus’s expectations with respect to future performance.

Alpha Modus cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Alpha Modus does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Contact Information

Investor Relations
Alpha Modus Holdings, Inc.
Email: ir@alphamodus.com
Website: www.alphamodus.com