$81,600 high-cost note for Edgemode (EDGM) with default conversion

Rhea-AI Filing Summary

Edgemode, Inc. entered into a Securities Purchase Agreement with an accredited investor and issued an unsecured original issue discount promissory note with a principal amount of $81,600, receiving net proceeds of $68,000 for working capital and paying $8,000 in legal and due diligence fees.

The note carries a one-time 15% interest charge (rising to 22% upon an event of default), matures on June 15, 2026, and is scheduled to be repaid in four monthly payments from March 15, 2026 through June 15, 2026. Following an event of default, the note becomes convertible into common stock at 71% of the lowest trading price over the 20 trading days before conversion, subject to a cap that prevents the investor and its affiliates from owning more than 4.99% of Edgemode’s outstanding common stock.

Insights

Credit and structured financing analyst

Edgemode adds high-cost, default-triggered convertible debt for working capital.

Edgemode, Inc. has raised $68,000 of working capital through an unsecured original issue discount promissory note with a principal amount of $81,600. The structure includes a one-time 15% interest charge added to principal, with repayment scheduled in four installments between March 15, 2026 and June 15, 2026, plus $8,000 in legal and due diligence fees paid to the investor and its counsel.

The note’s key feature is default-driven convertibility: after an event of default, the investor may convert at 71% of the lowest trading price during the 20 trading days before each conversion date, creating a discounted equity feature that activates only if the company fails to meet its obligations. The terms also raise the one-time interest charge to 22% upon default, which increases the obligation.

A beneficial ownership cap limits conversions so the investor and its affiliates cannot exceed 4.99% of Edgemode’s outstanding common stock at any time, which constrains single-holder concentration but still allows incremental issuance over time if defaults occur. The transaction relies on a Section 4(a)(2) private placement exemption, so subsequent disclosures will show how the note performs against its payment schedule through June 15, 2026.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2025

Edgemode, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-55647		47-4046237
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301

(Address of Principal Executive Offices, and Zip Code)

(707) 687-9093

Registrant’s Telephone Number, Including Area Code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	Not Applicable	Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2025, Edgemode, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $81,600 (the “Promissory Note”) for which the Company received net proceeds of $68,000. The proceeds from the sale of the Promissory Note shall be used for working capital. In addition, the Company paid $8,000 to the Investor and its counsel for legal and due diligence fees.

The Promissory Note carries a one-time interest charge of 15% which was applied to the principal on the issuance date (22% upon the occurrence of an event of default) and has a maturity date of June 15, 2026. The Promissory Note is convertible into common stock of the Company at any time following an event of default. The conversion price shall be 71% of the lowest trading price of the Company’s common stock at closing during the 20 trading days prior to the conversion date. The outstanding principal and accrued interest shall be paid in four monthly payments as follows: (i) $46,920 on March 15, 2026, (ii) $15,640 on April 15, 2026, (iii) $15,640 on May 15, 2026, and (iv) $15,640 on June 15, 2026.

The Promissory Note provides for standard and customary events of default such as failing to timely make payments under the Promissory Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934 reporting requirements and the failure to maintain a listing on the OTC Markets. The Promissory Note also contains customary covenants. At no time may the Promissory Note be converted into shares of the Company’s common stock if such conversion would result in the Investor, or its affiliates owning an aggregate of more than 4.99% of the then outstanding shares of the Company’s common stock.

The Promissory Notes were and shall be issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

The description of the Promissory Note Purchase Agreement and the Promissory Note are not complete and are qualified in their entirety by the full text of the Promissory Note Purchase Agreement and the Promissory Note, filed herewith as Exhibits 10.1 and 10.2 which are incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

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

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
10.1		Securities Purchase Agreement between Edgemode, Inc. and Vanquish Funding Group Inc. dated September 9, 2025
10.2		Promissory Note issued by Edgemode, Inc. in favor of Vanquish Funding Group Inc. dated September 9, 2025
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Edgemode, Inc.
Dated: September 12, 2025	By:	/s/ Charlie Faulkner
	Name:	Charlie Faulkner
	Title:	Chief Executive Officer

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FAQ

What financing did Edgemode (EDGM) enter into in this 8-K?

Edgemode, Inc. entered into a Securities Purchase Agreement with an accredited investor and issued an unsecured original issue discount promissory note with a principal amount of $81,600, receiving $68,000 in net proceeds for working capital and paying $8,000 in legal and due diligence fees.

What are the key terms of Edgemode (EDGM)'s new promissory note?

The note has a principal amount of $81,600, includes a one-time 15% interest charge (rising to 22% upon default), and matures on June 15, 2026. Edgemode must make four monthly payments of $46,920, $15,640, $15,640, and $15,640 on March 15, April 15, May 15, and June 15, 2026, respectively.

How and when can Edgemode (EDGM)'s promissory note convert into common stock?

The promissory note becomes convertible into Edgemode’s common stock only after an event of default. Upon default, the conversion price is set at 71% of the lowest trading price of the company’s common stock during the 20 trading days before the conversion date.

Is there a limit on how much Edgemode (EDGM) stock the investor can own through conversions?

Yes. The note includes a beneficial ownership cap that prevents the investor and its affiliates from owning more than 4.99% of Edgemode’s outstanding common stock at any time as a result of conversions.

What will Edgemode (EDGM) use the promissory note proceeds for?

Edgemode states that the net proceeds of $68,000 from the sale of the $81,600 promissory note will be used for working capital.

Under what exemption was Edgemode (EDGM)'s promissory note issued?

The promissory note was issued in a private placement relying on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.