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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) |
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 |
