Alpha Modus Holdings, Inc. says it closed a PIPE transaction on September 30, 2026, receiving 3,170 bitcoin and issuing shares and warrants in return. The company said the deal restored compliance with Nasdaq’s $2.5 million minimum stockholders’ equity requirement, but its Form 8-K also says Nasdaq will continue monitoring that requirement.
What Alpha Modus received and issued
Alpha Modus agreed to the private investment in public equity (PIPE) transaction on August 26, 2026, and closed it on September 30, according to its Form 8-K filed October 1, 2026. Investors delivered 3,170 bitcoin to AMOD Tech Pte. Ltd., Alpha Modus’s wholly owned Singapore subsidiary.
In exchange, Alpha Modus issued 51,621,560 Class A common shares and warrants to buy up to another 51,621,560 shares. The warrants have an exercise price of $4.36 per share. The warrant shares are potential additional shares, not shares already issued; the filing does not establish that the warrants have been exercised.
How the transaction reached a reported value above $250 million
The filing used an approximately $83,612.20-per-bitcoin reference price for September 30, 2026, and said the 3,170 bitcoin were worth more than $250 million at that date-specific price. Bitcoin prices change, so this reported valuation describes the transaction’s bitcoin consideration using the filing’s reference date; it is not a guarantee of current value.
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What the Nasdaq compliance statement means
Alpha Modus’s Form 8-K says the company received a Nasdaq Listing Qualifications Department notice on April 6, 2026, and later submitted a compliance plan and received an extension. The filing describes the notice as concerning Nasdaq’s continued-listing standards: a minimum net income standard of $500,000, a $35 million market value of listed securities standard, or a minimum stockholders’ equity standard of $2.5 million. These are alternatives described in the filing, not evidence that the company failed all three at once.
After the PIPE closed, Alpha Modus said it believed its stockholders’ equity was well above $200 million and that it had regained compliance with the $2.5 million minimum-equity requirement under Nasdaq Listing Rule 5550(b)(1). That is the issuer’s account in its SEC filing, not a separate Nasdaq confirmation. The filing says Nasdaq will continue monitoring the equity requirement and that the company could face delisting if its next periodic report does not show compliance.
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What the filing does not establish
- The filing’s narrative describes the investors as non-U.S. investors named in the securities purchase agreement, but does not identify them there.
- It does not establish a complete pro forma accounting analysis, a final fully diluted share count, or whether the warrants will be exercised.
- It reports Alpha Modus’s view of its compliance status and Nasdaq’s continued monitoring; it does not establish that every possible listing issue is permanently resolved.
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