Edgemode SEC Filings

Edgemode, Inc. insider Charles Faulkner has amended his ownership report, confirming a large, control-focused stake in the company. He beneficially owns 754,518,284 shares of common stock, including 442,792,088 shares underlying vested stock options, representing about 25.3% of the 2,985,583,481 common shares outstanding as of November 12, 2025. Faulkner is the Chief Executive Officer and a director and states that he acquired his securities with the purpose of exercising control.

On December 10, 2025, he converted $386,000 of accrued salary into one share of Series D Preferred Stock under his employment agreement. This single Series D share carries voting power equal to 25.5% of Edgemode’s issued and outstanding common stock and votes together with common stock on all matters, further concentrating voting influence with the CEO.

Edgemode, Inc. reported that its Chief Financial Officer, who is also a director and 10% owner, acquired one share of Series D Preferred Stock on 12/10/2025. This share was issued in exchange for $386,000 of accrued salary under an employment agreement dated January 31, 2022, as amended. The Series D Preferred Stock is perpetual, has no conversion, redemption, preferential dividend, or liquidation rights, and therefore functions primarily as a governance instrument rather than an economic preference. Each share of Series D Preferred Stock carries voting power equal to 25.5% of the issued and outstanding common stock, giving the holder substantial influence over shareholder votes.

Edgemode, Inc. disclosed that its Chief Executive Officer, director and 10% owner, Charles Faulkner, entered into a compensation-related equity transaction. On 12/10/2025, Faulkner converted $386,000 of accrued salary under his employment agreement into one share of Series D Preferred Stock.

The Series D Preferred Stock is perpetual, carries no conversion feature, and has no redemption, preferential dividend or liquidation rights. Instead, it provides significant voting power: each share votes together with common stock and carries voting power equal to 25.5% of the issued and outstanding common shares of Edgemode. The filing reports this preferred share as being held directly by Faulkner.

Edgemode, Inc. reported several significant governance and contractual developments. The company intends to rescind a prior share exchange agreement involving Synthesis Analytics Production Ltd. and Adler Capital Limited and unwind related share and option issuances, and a connected master services agreement with Cudo Ventures Ltd. has been terminated, with Edgemode obligated to refund a deposit.

The company also addressed executive pay and capital structure. Accrued salaries of $386,000 each for Charles Faulkner and Simon Wajcenberg were settled on December 10, 2025 through the issuance of 1 share of Series D Preferred Stock to each officer. A new Series D Preferred Stock class, authorized for only 2 shares, was created; each share carries voting power equal to 25.5% of Edgemode’s issued and outstanding common stock, giving the two Series D holders majority voting control when combined.

Edgemode, Inc. entered into a securities purchase agreement with an accredited investor, issuing a convertible promissory note with a principal amount of $143,750 and receiving net proceeds of $125,000 for working capital. As additional consideration, the company issued 1,250,000 common shares as commitment shares.

The note carries a one-time 12% interest charge added to principal at issuance and matures on November 20, 2026. It is convertible into common stock after 180 days or upon an event of default at a conversion price of $0.01 per share, with reset features that can lower the conversion price if the stock trades below defined thresholds. Standard default events accelerate repayment, and conversions are capped so the holder cannot own more than 9.99% of outstanding common stock. The note and shares were issued in a private placement under Section 4(a)(2) of the Securities Act.

Edgemode, Inc. (EDGM) filed its Q3 2025 10‑Q, reporting quarterly net income of $10.34 million, primarily from a $16.94 million gain on the change in fair value of derivatives. For the nine months, the company recorded a net loss of $14.36 million as operating expenses reached $26.11 million, including $24.44 million of stock‑based compensation.

At September 30, 2025, cash was $300,428, current liabilities were $25.46 million, derivative liabilities were $21.55 million, and stockholders’ deficit totaled $19.61 million. Common shares issued and outstanding were 2,438,304,765 at quarter‑end; there were 2,985,583,481 shares outstanding as of November 12, 2025.

The company closed an asset acquisition of SAPL with total consideration of $5.08 million, including $880,000 for land and a $1.75 million assumed note. Edgemode entered a $50 million equity line of credit, subject to resale registration; no ELOC sales occurred by quarter‑end. Management disclosed substantial doubt about the company’s ability to continue as a going concern and noted operations are suspended pending funding.

Edgemode, Inc. entered a memorandum of understanding with Blackberry AIF SL and formed a 75%‑owned Cayman SPV to acquire five long‑term land leases in Spain for planned high‑performance computing datacenters. The SPV acquired 100‑hectare leases in Malpica, Caceres, Vianos, Cordoba and Torrecampo with an average term of 35 years at an initial total average cost of $96,000 per month, with payments tied to milestones such as urban compatibility reports and connection points.

Edgemode paid BAIF $250,000 at MOU signing and an additional $250,000 at closing. Under the leases, the company will pay $14,421 to the Cordoba site owners in 2026; no further 2026 payments are expected. The company plans up to 1.8 GW of capacity (360 MW per site) as autonomous gas‑powered “energy islands,” subject to financing. It is negotiating power purchase agreements for a 360 MW gas turbine and a 90 MW fuel cell per site and has applied for gas pipeline connection, with approval expected within 30 days. Edgemode estimates $5 million in working capital to achieve Ready‑to‑Build status and intends to issue Mr. Jose Mora options to purchase 250,000,000 shares and employ him at a $400,000 base salary.

Edgemode, Inc. filed an S-1 to register up to 162,000,000 shares of common stock for resale by ClearThink Capital Partners under a committed equity line. The company is not selling securities in this prospectus and will not receive proceeds from the Selling Stockholder’s resales.

The equity line permits sales to ClearThink, at the company’s discretion and after effectiveness, using tiered discounts to market prices as defined in the Purchase Agreement, subject to a 9.99% beneficial ownership limit. The company indicates it may receive up to $50,000,000 in aggregate gross proceeds from sales to ClearThink under the agreement; an illustrative case assuming a $0.04 pricing yields up to $4,860,000.

Common stock outstanding was 2,883,802,634 as of October 21, 2025, and is shown as 3,045,802,634 after this offering. EDGM trades on the OTCID Basic Market; the last reported price was $0.039 per share on October 21, 2025.

Edgemode, Inc. — Schedule 13D/A: Chief Financial Officer and director Simon Enrico Wajcenberg reported beneficial ownership of 728,917,710 shares of common stock, representing 25.5% of the class. This includes 54,354,099 shares held in his wife’s name. The percentage is based on 2,853,976,547 shares outstanding as of October 16, 2025.

On October 14, 2025, he exercised options to purchase an aggregate 442,792,088 shares at $0.005 per share on a net exercise basis; the company withheld 38,786,973 shares for the exercise cost, and issued 404,005,115 restricted shares. Earlier awards include 311,726,196 restricted shares received on February 20, 2025 as partial conversion of $769,989 of accrued salary, and 68,252,432 shares received on January 31, 2022 as merger consideration. He states the securities were acquired with the purpose of exercising control.