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ALPHA MODUS HOLDINGS, INC.

AMOD
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Business Summary

Alpha Modus Holdings, Inc. (AMOD) is a technology and intellectual property company established in 2014, specializing in the development, protection, licensing, and commercialization of data-driven systems designed to enhance consumer engagement and decision-making within physical retail environments. The company's core strategy revolves around its proprietary patent portfolio, which covers real-time monitoring, analysis, and response to consumer behavior at or near the point of purchase. This technology aims to convert unstructured consumer interaction data into actionable insights for personalized marketing, dynamic digital engagement, smart planograms, inventory management, and enhanced in-store customer assistance. The company has strategically shifted from direct software and hardware deployment to a patent-first strategy to fortify its intellectual property and pursue IP-protected licensing.

The company's business model is centered on the licensing of its patented technologies to various commercial enterprises, including retailers, consumer brands, advertising technology providers, and digital media platforms. Revenue is also expected to be generated through commercialization initiatives, including strategic partnerships, platform integrations, and fintech-enabled retail infrastructure initiatives. These initiatives include the development and rollout of consumer-facing applications and in-store kiosk technologies. The company also actively enforces its intellectual property rights through litigation to protect shareholder value and establish structured licensing frameworks.

Alpha Modus's patent portfolio, which is foundational to its business, includes eleven granted U.S. patents as of the filing date. These patents cover areas such as real-time monitoring and analysis of consumer demographic, sentiment, and behavioral data; object identification and product interaction analytics; location-based tracking; personalized marketing, advertising, and coupon delivery; customer assistance systems; store layout generation and product placement optimization; and real-time communications through interactive devices. The '571 patent, issued on July 23, 2019, has a patent term extension and does not expire until May 25, 2037 . Other patents in the family expire on July 18, 2034 .

For the fiscal year ended December 31, 2025, Alpha Modus reported royalty revenue of $7,138 , a significant increase from $0 in the prior year. Operating expenses for 2025 were $5,251,326 , up from $834,895 in 2024, primarily due to increased professional fees, consulting, insurance, payroll, and public company expenses. The company incurred a total other expense of $2,777,047 in 2025, which included $3,981,641 in interest expense, a gain of $803,680 from the change in fair value of warrants liability, a gain of $1,053,084 from the change in fair value of earnout shares liability, and a loss on settlement of debt of $760,302 . This compares to a total other income of $4,938,162 in 2024. The net loss for 2025 was $8,021,235 , a reversal from a net income of $4,103,067 in 2024. Basic loss per share for Class A common stock was $(0.29) in 2025, compared to basic EPS of $0.73 in 2024. Diluted loss per share was also $(0.29) in 2025, compared to diluted EPS of $0.13 in 2024. Cash and cash equivalents stood at $68,000 as of December 31, 2025, down from $735,814 at December 31, 2024. Total liabilities were $8,595,481 in 2025, a decrease from $10,493,853 in 2024. The company had a total stockholders' deficit of $(48,950,162) in 2025, an improvement from $(80,600,359) in 2024.

The company experienced a significant shift in its financial performance from 2024 to 2025, moving from a net income to a substantial net loss. This was driven by a considerable increase in operating expenses, particularly professional fees, and interest expenses. While royalty revenue commenced in 2025, it was minimal. The change in fair value of earnout shares liability contributed a gain of $1,053,084 in 2025, significantly less than the $18,731,514 gain in 2024, indicating a reduced positive impact from this non-cash item. The company also saw a gain in the fair value of warrants liability of $803,680 in 2025, contrasting with a loss of $397,553 in 2024.

During 2025, Alpha Modus launched the Alpha Cash platform through its subsidiary AMFS, which includes a mobile application and in-store kiosk format for financial services targeting underbanked consumers. Pilot programs and phased retail deployments are scheduled to begin in 2026, including an initial national retailer pilot covering multiple locations. The company also entered into strategic partnerships with Dollar General for technology deployment, DXC Technology for systems integration, Genmega Inc. for hardware manufacturing, and Uptiq, Inc. for software development. Financial services partnerships were established with Mastercard, TransPecos Bank, Synctera, ACI Worldwide, DolFinTech, and Prepay Nation. Additionally, Alpha Modus entered into intellectual property licensing agreements with VSBLTY Groupe Technologies Corp. and GZ6G Technologies Corp. The company continued patent enforcement actions, settling cases against The Kroger Company, Wakefern Food Corporation and Shelf Nine LLC, and Walgreen Co., and Optisigns, Inc., while other cases remain in initial pleading or discovery stages.

Business Outlook

Alpha Modus expects to continue incurring significant expenses in 2026, primarily from general overhead, legal, and accounting fees, as a result of operating as a public company. To maintain its growth plan, the company believes it will need to raise a minimum of an additional $2,500,000 . The company's ability to continue as a going concern is substantially doubted due to recurring losses from operations, a net capital deficiency, and a lack of current revenues.

A major growth area for Alpha Modus is the commercialization of its Alpha Cash platform through its wholly-owned subsidiary, Alpha Modus Financial Services, LLC (AMFS). This platform, which includes both a mobile application and an in-store kiosk format, is designed to provide financial services such as check cashing, money transfer, bill payment, and prepaid products to underbanked and convenience-oriented consumers through retail distribution channels. Deployment is being executed through phased pilot programs and retail partnerships, with an initial national retailer pilot covering multiple locations scheduled to begin in 2026. The company also anticipates deployment opportunities through additional retail and institutional channels. The Alpha Cash platform is structured as a proprietary platform within the Company’s ecosystem, with AMFS responsible for platform oversight, coordination with sponsor banking relationships, compliance alignment, deployment logistics, and ongoing support infrastructure.

Another significant growth vector is the expansion and monetization of Alpha Modus's intellectual property portfolio through licensing and enforcement. The company has expanded its patent portfolio with additional issued patents and pending applications covering real-time consumer behavior analysis, personalized marketing, and in-store customer assistance systems. The '571 patent family has significant patent life remaining, with the '571 patent expiring in May 2037 and other family members expiring in July 2034 . Alpha Modus intends to continue evolving with the industry and developing new concepts to support increasing revenue streams, and plans to expand the use of its patent family as a lever to develop a sales team to drive potential partnerships. The company believes its intellectual property addresses structural challenges facing brick-and-mortar retailers by enabling measurable, personalized, and performance-driven engagement.

The company's operational outlook includes a focus on managing increased costs associated with being a public company. These costs are expected to increase its operating loss. Alpha Modus's management and other personnel will need to devote substantial time to public company requirements, which could divert attention from day-to-day business management. The company also plans to invest resources to comply with evolving laws, regulations, and standards, which may result in increased general and administrative expenses. The company has identified material weaknesses in its internal control over financial reporting, specifically a lack of sufficient in-house qualified accounting staff and inadequate controls and segregation of duties due to limited resources. To mitigate these, the company relies heavily on direct management oversight and the use of legal and accounting professionals/consultants, with plans to increase employee numbers to implement adequate segregation of duties as it grows.

Regarding capital allocation, Alpha Modus expects to retain most, if not all, of its available funds and any future earnings to fund operations and business development. As a result, the company does not expect to pay any cash dividends on its common stock in the foreseeable future. The company will have to raise funds to pay for its expenses and may need to borrow money from shareholders, issue debt or equity, or enter into strategic arrangements with third parties.

Risk Factors

Alpha Modus faces substantial risks, including its inability to achieve or sustain profitability, as evidenced by an operating loss of $5,244,188 and net cash used in operating activities of $3,210,182 in 2025, and a net capital deficiency. The company's ability to continue as a going concern is in substantial doubt, dependent on securing additional financing, which is not assured. The artificial intelligence (AI) technology market is highly competitive and rapidly evolving, with many competitors possessing greater scale, longer operating histories, and more resources, potentially hindering Alpha Modus's ability to compete effectively. Failure to adapt to rapid technological changes, evolving industry standards, and changing regulations could materially adversely affect the business. Risks associated with AI technology, such as flawed algorithms, biased datasets, or controversial data practices, could lead to reputational harm or legal liability. The company's intellectual property business is reliant on the strength of its patent portfolios, which are subject to evolving legislation and costly, time-consuming, and uncertain acquisition and enforcement processes. Patent litigation is inherently risky, potentially leading to invalidation of patents or significant liabilities and increased costs. Furthermore, the company's lack of extensive patent enforcement and licensing experience could adversely affect its operations. The company may also experience delays in successful prosecution, enforcement, and licensing of its patent portfolio, leading to missed revenue opportunities. The expiration of current patents between 2034 and 2037 necessitates obtaining additional patents with later expiration dates for continued operations. As a public company, Alpha Modus incurs increased costs and management time devoted to compliance, and its management team has limited experience managing a Nasdaq-listed public company. The company is a "controlled company" under Nasdaq rules, allowing it to rely on exemptions from certain corporate governance requirements, which may reduce shareholder protections. Future issuances of common or preferred stock, including the 7,500,000 shares of Series C Preferred Stock with a liquidation preference of $10.00 per share (aggregate liquidation preference of $75,000,000 ), could dilute existing stockholders and adversely affect the market price of common stock. The company's common stock may not maintain its Nasdaq listing, as it received a notice on January 12, 2026, for non-compliance with the $1.00 minimum bid price requirement.

Management Priorities

Management's message to shareholders conveys a strategic focus on intellectual property monetization and commercialization initiatives, particularly through its Alpha Cash platform. The company is actively pursuing licensing agreements and patent enforcement actions to protect its proprietary technology. Management explicitly states the company's need to raise a minimum of an additional $2,500,000 to maintain its growth plan and address significant expenses expected in 2026. They acknowledge the substantial doubt about the company's ability to continue as a going concern due to recurring losses and a net capital deficiency. Key strategic priorities include the phased rollout of the Alpha Cash platform, including an initial national retailer pilot in 2026, and the continued expansion and monetization of its patent portfolio through licensing and strategic partnerships. Management also emphasizes the importance of evolving with the industry and developing new concepts to support increasing revenue streams, and plans to build a sales team to drive partnerships authorized under the '571 patent family.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — Overview
  2. [2] Item 1, Business — Evolution of the Business Model
  3. [3] Item 1, Business — Intellectual Property Licensing and Enforcement
  4. [4] Item 1, Business — Technology Capabilities and Applications
  5. [5] Item 1, Business — Commercialization and Ecosystem Strategy
  6. [6] Item 1, Business — The ‘571 Patent Family and the uses thereof
  7. [7] Item 1, Business — The ‘571 Patent Family and the uses thereof
  8. [8] Item 1, Business — The ‘571 Patent Family and the uses thereof
  9. [9] Item 1, Business — The ‘571 Patent Family and the uses thereof
  10. [10] Item 1, Business — The ‘571 Patent Family and the uses thereof
  11. [11] Item 1, Business — The ‘571 Patent Family and the uses thereof
  12. [12] Item 1, Business — The ‘571 Patent Family and the uses thereof
  13. [13] Item 1, Business — The ‘571 Patent Family and the uses thereof
  14. [14] Item 1, Business — The ‘571 Patent Family and the uses thereof
  15. [15] Item 1, Business — The ‘571 Patent Family and the uses thereof
  16. [16] Item 1, Business — The ‘571 Patent Family and the uses thereof
  17. [17] Item 1, Business — The ‘571 Patent Family and the uses thereof
  18. [18] Item 1, Business — The ‘571 Patent Family and the uses thereof
  19. [19] Item 1, Business — The ‘571 Patent Family and the uses thereof
  20. [20] Item 1, Business — The ‘571 Patent Family and the uses thereof
  21. [21] Item 1, Business — The ‘571 Patent Family and the uses thereof
  22. [22] Item 1, Business — The ‘571 Patent Family and the uses thereof
  23. [23] Item 1, Business — The ‘571 Patent Family and the uses thereof
  24. [24] Item 1, Business — The ‘571 Patent Family and the uses thereof
  25. [25] Item 1, Business — The ‘571 Patent Family and the uses thereof
  26. [26] Item 1, Business — The ‘571 Patent Family and the uses thereof
  27. [27] Item 1, Business — The ‘571 Patent Family and the uses thereof
  28. [28] Item 1, Business — The ‘571 Patent Family and the uses thereof
  29. [29] Item 1, Business — The ‘571 Patent Family and the uses thereof
  30. [30] Item 1, Business — The ‘571 Patent Family and the uses thereof
  31. [31] Item 1, Business — The ‘571 Patent Family and the uses thereof
  32. [32] Item 1, Business — The ‘571 Patent Family and the uses thereof
  33. [33] Item 1, Business — The ‘571 Patent Family and the uses thereof
  34. [34] Item 1, Business — The ‘571 Patent Family and the uses thereof
  35. [35] Item 1, Business — The ‘571 Patent Family and the uses thereof
  36. [36] Item 1, Business — The ‘571 Patent Family and the uses thereof
  37. [37] Item 1, Business — The ‘571 Patent Family and the uses thereof
  38. [38] Item 1, Business — The ‘571 Patent Family and the uses thereof
  39. [39] Item 1, Business — The ‘571 Patent Family and the uses thereof
  40. [40] Item 1, Business — The ‘571 Patent Family and the uses thereof
  41. [41] Item 1, Business — The ‘571 Patent Family and the uses thereof
  42. [42] Item 1, Business — The ‘571 Patent Family and the uses thereof
  43. [43] Item 1, Business — The ‘571 Patent Family and the uses thereof
  44. [44] Item 1, Business — The ‘571 Patent Family and the uses thereof
  45. [45] Item 1, Business — The ‘571 Patent Family and the uses thereof
  46. [46] Item 1, Business — The ‘571 Patent Family and the uses thereof
  47. [47] Item 1, Business — The ‘571 Patent Family and the uses thereof
  48. [48] Item 1, Business — The ‘571 Patent Family and the uses thereof
  49. [49] Item 1, Business — The ‘571 Patent Family and the uses thereof
  50. [50] Item 1, Business — The ‘571 Patent Family and the uses thereof
  51. [51] Item 7, MD&A — Revenue
  52. [52] Item 7, MD&A — Revenue
  53. [53] Item 7, MD&A — Operating Expenses
  54. [54] Item 7, MD&A — Operating Expenses
  55. [55] Item 7, MD&A — Other Income/Expenses
  56. [56] Item 7, MD&A — Other Income/Expenses
  57. [57] Item 7, MD&A — Other Income/Expenses
  58. [58] Item 7, MD&A — Other Income/Expenses
  59. [59] Item 7, MD&A — Other Income/Expenses
  60. [60] Item 7, MD&A — Other Income/Expenses
  61. [61] Item 7, MD&A — Net Income
  62. [62] Item 7, MD&A — Net Income
  63. [63] Item 8, Note 2 — Net (Loss) Income Per Common Share
  64. [64] Item 8, Note 2 — Net (Loss) Income Per Common Share
  65. [65] Item 8, Note 2 — Net (Loss) Income Per Common Share
  66. [66] Item 8, Note 2 — Net (Loss) Income Per Common Share
  67. [67] Item 7, MD&A — Liquidity and Capital Resources
  68. [68] Item 7, MD&A — Liquidity and Capital Resources
  69. [69] Item 8, Consolidated Balance Sheets
  70. [70] Item 8, Consolidated Balance Sheets
  71. [71] Item 8, Consolidated Balance Sheets
  72. [72] Item 8, Consolidated Balance Sheets
  73. [73] Item 7, MD&A — Liquidity and Capital Resources
  74. [74] Item 1A, Risk Factors — The Company had operating losses and negative cash flows from operating activities in the past, and it may not achieve or sustain profitability.
  75. [75] Item 1A, Risk Factors — The Company had operating losses and negative cash flows from operating activities in the past, and it may not achieve or sustain profitability.
  76. [76] Item 1A, Risk Factors — Because Alpha Modus’s patents are expected to expire in 2034-2037, its continued operations beyond those dates will depend on its ability to obtain additional patents with later expiration dates.
  77. [77] Item 1A, Risk Factors — The Company’s Series C Preferred Stock, and the future issuances of other debt securities and equity securities, may adversely affect us, including the market price of the Company’s common stock and be dilutive to existing stockholders.
  78. [78] Item 1A, Risk Factors — The Company’s Series C Preferred Stock, and the future issuances of other debt securities and equity securities, may adversely affect us, including the market price of the Company’s common stock and be dilutive to existing stockholders.
  79. [79] Item 1A, Risk Factors — The Company’s Series C Preferred Stock, and the future issuances of other debt securities and equity securities, may adversely affect us, including the market price of the Company’s common stock and be dilutive to existing stockholders.
  80. [80] Item 1A, Risk Factors — Alpha Modus’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its Securities.

Analysis on 5/22/2026