Material Agreement, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 21, 2025, Alpha Modus Holdings, Inc. (the "Company" or "Alpha Modus") entered into an intellectual property license agreement (the "License Agreement") with CashXAI, Inc. and CashX, LLC (collectively "CashX"), pursuant to which CashX granted Alpha Modus an exclusive, perpetual, and irrevocable license to use CashX's mobile application, kiosk application, back office application and prepaid card to sell related products in the United States, Alpha Modus agreed to pay CashX $1,000 initially, and issue CashX $10,000,000 of Alpha Modus's common stock (valued based on the closing price of the Company's common stock on July 21, 2025) upon Alpha Modus generating either (i) at least $1,000,000 in earnings before interest, taxes, and depreciation from the sale of licensed products resulting exclusively from CashX's efforts, or (ii) at least $5,000,000 in gross revenues from the sale of the licensed products resulting exclusively from CashX's efforts, and subject to Alpha Modus obtaining shareholder approval of such issuance (such that no more than 19.99% of Alpha Modus's common stock shall be issuable to CashX prior to receipt of shareholder approval). Under the License Agreement, Alpha Modus is also obligated to employ its best its best efforts to (i) secure general operating capital until Alpha Modus is cash flow positive, and (ii) spend a minimum of $500,000 up to a maximum of $2,000,000 over 24 months to use the licensed intellectual property to make, have made, use, offer to sell, sell, and import licensed products. As part of this investment, Alpha Modus shall make an initial investment of $250,000 payable to CashX structured as follows: (i) $50,000 payable upon the commercial release of the CashX mobile application, (ii) $100,000 payable upon certification of the "Deltrix" kiosk and confirmation that all associated services are functional and operating as intended, and (iii) $100,000 payable upon certification of the "Genmega" kiosk and confirmation that all associated services are functional and operating as intended. The remaining investment, up to the $2,000,000 maximum aggregate commitment, and satisfaction of the other material conditions agreed to by the parties, shall be considered satisfied upon the effectiveness of the registration statement covering an offering of Alpha Modus common stock in an amount not less than $2,000,000.

The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure provided in Item 1.01 above is incorporated by reference into this Item 3.02.

On or about July 16, 2025, the Company issued 21,113 shares of Class A common stock to each of the four non-employee directors of the Company (William Ullman, Greg Richter, Michael Garel, and Scott Wattenberg) in consideration of the directors' $25,000 quarterly fee pursuant to their director agreements, valued based on the 10-day average closing price of the Company's common stock as of the end of the second quarter, or approximately $1.18 per share.

On or about July 16, 2025, the Company issued 1,000 shares of Class A common stock to a sales consultant for sales services rendered during the second quarter.

On or about July 16, 2025, the Company issued 52,832 shares of Class A common stock to the Company's Chief Revenue Officer, Thomas Gallagher, in consideration of his $62,500 quarterly fee pursuant to his employment agreement, valued based on the 10-day average closing price of the Company's common stock as of the end of the second quarter, or approximately $1.18 per share.