ALPHA MODUS HOLDINGS, INC.
For the period ended Oct 21, 2026. Filed Oct 22, 2026.
View on SEC.govAbout this filing
A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Oct 21, 2026 · Filed Oct 22, 2026
Use the contents to explore the available documents and sections.
Contents
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include, without limitation, statements regarding the completion of the Offering, the satisfaction of customary closing conditions related to the Offering and the amount and the intended use of the net proceeds from the Offering. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. The absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.
Actual results may differ materially from those indicated by these forward-looking statements as a result of various risks and uncertainties, including, without limitation: the risk that the closing of the Offering is delayed or not completed at all; the risk that the net proceeds from the Offering may be deployed differently than currently anticipated; adverse market or capital-markets conditions; dilution to existing stockholders from the share issuance and the issuance of common stock equivalents; risks associated with the planned launch and deployment of the Company’s quantum-ready graphics processing unit edge network, including timing, cost, partner performance, customer adoption and integration of graphics processing unit infrastructure into existing operations; competitive risk in the artificial intelligence infrastructure and high-performance computing markets; changes in economic, market or regulatory conditions, including evolving regulatory frameworks applicable to securities offerings, artificial intelligence infrastructure and digital assets; risks associated with technological development and integration; and other risks and uncertainties as more fully described in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, and other filings the Company makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov.
Readers are cautioned not to place undue reliance on these and other forward-looking statements contained herein. The forward-looking statements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect new information or the occurrence of unanticipated events, except as required by law. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments it may make.
Item 8.01. Other Events.
On October 21, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 4.1 | Form of Placement Agent Warrant |
| 5.1 | Opinion of Brunson Chandler & Jones, PLLC |
| 10.1 | Form of Securities Purchase Agreement, dated October 21, 2026, by and between the Company and the purchaser thereto |
| 23.1 | Consent of Brunson Chandler & Jones, PLLC (included in Exhibit 5.1) |
| 99.1 | Press Release, dated October 21, 2026 |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.