Edgemode, Inc. filings document a Nevada issuer developing energy and AI data center infrastructure through joint venture and project-development agreements. Its 8-K reports describe material definitive agreements for the BAIF/DC Estate Solutions joint venture, amendments to Spanish data center capacity, and related equity and option arrangements tied to the development platform.
The filing record also covers capital-structure and working-capital financing through convertible promissory notes, executive stock-option grants, board appointments, and other corporate matters. The Form 12b-25 notice documents delayed annual-report preparation, while registration-status disclosures state that the company has no securities registered on a national exchange under Section 12(b).
Edgemode, Inc. (EDGM) made cash payments totaling approximately $410,000 on October 9 and October 14, 2026, to satisfy five convertible promissory notes with an aggregate outstanding balance, including principal and accrued interest, of approximately $477,000 as of satisfaction. The notes were terminated, all related obligations were satisfied, and holders no longer have the right to convert them into common stock. Edgemode funded the payments with advances from ClearThink Capital Partners, LLC under its July 9, 2026 promissory note and additional advances; the aggregate outstanding balance of that note and additional advances was approximately $1,300,000 as of the report filing date.
Edgemode, Inc. (EDGM) entered into a Securities Purchase Agreement with an accredited investor, under which it issued an original issue discount convertible promissory note with a principal amount of up to $1,150,000. Edgemode expects to receive net proceeds of up to $1,000,000 and has already received $625,000.
The company has applied these proceeds to repay promissory notes totaling approximately $328,000 and to pay $225,000 owed to Blackberry AIF under a joint venture agreement. As additional consideration, Edgemode agreed to issue 200,000,000 restricted common shares to the investor. The note bears 12% interest, with a lump-sum payment of up to $138,000 due on December 31, 2027, and is convertible after 180 days or upon default at 70% of the lowest trading price over the 10 trading days before conversion, subject to a 9.99% ownership cap. The transaction was completed as a private placement under Section 4(a)(2) of the Securities Act of 1933.
Edgemode, Inc. (EDGM) reported that Clearthink Capital Partners, LLC has filed a Schedule 13G as a beneficial owner of its common stock. Clearthink, a Delaware entity, reports beneficial ownership of up to 9.99% of the outstanding shares of common stock of Edgemode.
Clearthink states that it has sole power to vote and dispose of up to 9.99% of Edgemode’s outstanding common shares, with no shared voting or dispositive power. The filing is signed by Stephen Hart as Managing Member of Clearthink Capital Partners, LLC.
Edgemode, Inc. reports that for the six months ended June 30, 2026 it generated no revenue and recorded a net loss attributable to Edgemode of $8,777,077, compared with a loss of $24,699,362 a year earlier. Operating cash outflow was $1,181,372.
Total assets were $1,548,565, including $16,710 of cash and $939,327 of construction in progress tied to a newly formed joint venture, while total liabilities were $10,549,424. The company reported a stockholders’ deficit of $9,000,859 and derivative liabilities of $3,824,915, down from $15,424,561 at December 31, 2025, largely due to fair value changes and conversions.
Edgemode is transitioning from bitcoin mining to developing high‑performance computing and AI data center sites through DC Estate Solutions, a joint venture that it consolidates and is obligated to fund with up to $11,150,000. Multiple original issue discount and variable‑price convertible notes finance the business, and common shares outstanding rose to 4,279,853,240 at June 30, 2026. Management states there is substantial doubt about the company’s ability to continue as a going concern absent new financing or profitable operations.
Edgemode, Inc. entered into a leakout agreement effective July 14, 2026 with certain lenders holding convertible promissory notes with an aggregate outstanding balance of approximately $1,646,136. This agreement replaces a prior standstill agreement dated June 25, 2026.
Under the leakout terms, each lender agrees not to convert, assign, transfer, or pledge more than 30% of the current owed balance of its note during any 30-day period, or 15% over any 30-day period if the company’s common stock closes below $0.003. The leakout restrictions remain in effect until December 31, 2026, regulating the pace at which the covered notes may be converted or otherwise disposed of.
Edgemode, Inc. entered into a Securities Purchase Agreement with an accredited investor, Vanquish Funding Group Inc., issuing an unsecured original issue discount promissory note with a principal amount of $129,600 and receiving $100,000 in net proceeds for working capital. The company also paid $8,000 for legal and due diligence fees.
The Promissory Note carries a one-time interest charge of 15%, increasing to 22% if any principal or interest is not paid when due, and matures on April 15, 2027. Principal and accrued interest are scheduled to be repaid in four installments: $74,520 on January 15, 2027, and $24,840 on each of February 15, March 15, and April 15, 2027.
The note becomes convertible into common stock only after an event of default, at a conversion price equal to 61% of the lowest closing trading price during the 20 trading days before conversion, subject to a 4.99% beneficial ownership limitation. The issuance relies on the Section 4(a)(2) private placement exemption.
Edgemode, Inc. entered into a non-binding term sheet with a third-party purchaser to negotiate the sale of its interests in land sites held through leaseholds in Cordoba, Palma, Vianos and Caceres, Spain. The buyer intends to use these sites for future data center projects, and the transaction is expected to be structured as a share purchase of the entities that hold the land interests.
The term sheet also gives Edgemode an option to enter into a joint venture with the purchaser to help develop the planned data centers. Edgemode signed an exclusivity letter agreeing to negotiate only with this purchaser for 60 days, but the deal remains subject to due diligence and the signing of definitive agreements, and there is no assurance the acquisition will be completed.
Edgemode, Inc. shareholder updates large ownership position. Dr. Niclas Adler reports beneficial ownership of 1,260,246,354 shares of Edgemode common stock, representing 29.45% of the class. These shares were acquired under a Share Exchange Agreement dated April 7, 2025, and no additional shares have been acquired since a prior amendment filed on August 20, 2025. Adler, a citizen of Sweden, reports sole voting and dispositive power over this stake.