Alpha Modus Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
Effective December 2, 2025, Alpha Modus Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with AIFirst Ventures LLC (the “Investor”), pursuant to which the Company issued (i) a convertible promissory note to the Investor in the original principal amount of $250,000 (the “Note”), and (ii) a common stock purchase warrant to the Investor to purchase 1,000,000 shares of Company Class A common stock at an exercise price of $1.00/share (the “Warrant”), for an aggregate purchase price of $250,000 (the “Purchase Price”). The Note does not accrue interest, matures on October 30, 2026, and is convertible into shares of Class A common stock of the Company at the election of the holder at any time 6 months following issuance of the Note at a fixed, non-variable conversion price equal to 80% of the 5-day volume-weighted average price on the first trading day following issuance of the Note (or $0.617, based on the 5-day volume-weighted average price on December 3, 2025, of approximately $0.771). The Purchase Price was paid by the Investor to the Company on December 2, 2025, and the Note and Warrant were issued by the Company to the Investor effective as of December 2, 2025.
The foregoing descriptions of the Securities Purchase Agreement, Note, and Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement, dated October 31, 2025, by Alpha Modus Holdings, Inc. and AIFirst Ventures LLC | |
| 10.2 | Convertible Promissory Note Due October 30, 2026, issued by Alpha Modus Holdings, Inc. to AIFirst Ventures LLC, dated October 31, 2025 | |
| 10.3 | Common Stock Purchase Warrant, dated October 31, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALPHA MODUS HOLDINGS, INC. | ||
| Date: December 5, 2025 | By: | /s/ William Alessi |
| Name: | William Alessi | |
| Title: | President and Chief Executive Officer | |