Item 5.02Item 5.02 - Departure/Election of Directors
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
or about July 16, 2026, Alpha Modus Holdings, Inc. (the “ Company ”) appointed Alexander (Sasha) Asgary as the Chief
Strategy Officer of the Company, and Chris Chumas, previously the Chief Strategy Officer of the Company, was appointed as Executive Vice
President of the Company’s subsidiary, Alpha Modus Financial Services, LLC.
Mr.
Asgary, age 42, has served as Vice President of Corporate Communications of the Company since October 2025 (and his entity described
below has been paid fees by the Company for his services in that role). Since 2007, Mr. Asgary has served as President and founder of
Giant MGMT, a strategic advisory firm that counsels technology-focused companies in private and public markets on strategic positioning,
operational growth and streamlining, M&A, capital-markets communications, capital formation and other transaction matters. In January
2024, he founded, and has since served as President of, Giant Financial Labs, a financial software company that develops generative artificial
intelligence research and execution tools for investors and traders. From September 2019 to July 2024, Mr. Asgary served as Chief Operating
Officer of the Beautysense Group, an e-commerce beauty retailer, where he led the group’s merger-and-acquisition and non-organic
growth strategy and oversaw its legal, finance, and governance functions. From October 2018 to November 2023, he served as co-founder
and Chief Operating Officer of Weedsense, a cannabis wholesale and distribution business. Mr. Asgary previously served as Vice President
of Business Development of Alpha Modus, Corp. from January 2015 to November 2016.
In
connection with Mr. Asgary’s appointment, on July 16, 2026, the Company entered into a Consulting Agreement (the “ Agreement ”)
with Mr. Asgary’s entity, 9185-5759 Quebec Inc. (the “ Consultant ”), to be considered effective as of July 1,
2026, pursuant to which Mr. Asgary would serve as the Chief Strategy Officer of the Company and provide investor relations, ARIA commercialization,
FlowSync implementation, AlphaCash branding, digital marketing, B2B sales support, IP claim expansion and other services to the Company,
in consideration of the Company paying the Consultant $250,000 per year, and $250,000 of common stock warrants on or before August 1,
2026, with the number of shares determined based on the average closing price of the Company’s common stock for the 5 trading days
prior to and ending on June 30, 2026, and a $0.0001/share exercise price, as a sign-on award. The Consultant will also be eligible to
receive performance-based fees or awards, be reimbursed for expenses incurred in the course of performing services for the Company, and
be entitled to 30 days of paid vacation during each 12-month period. The Agreement has an initial term of 5 years unless terminated earlier
as provided in the Agreement.
The
foregoing description of the 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.