Edgemode (EDGM) details $143,750 convertible note and 1.25M shares deal

Rhea-AI Filing Summary

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.

Insights

Credit & Capital Structure Analyst

Edgemode secures working capital via a small but highly dilutive convertible note.

Edgemode entered a financing where an accredited investor purchased a convertible promissory note with a principal of $143,750, yielding $125,000 of working capital and 1,250,000 commitment shares. The note carries a one-time interest charge of 12% added to principal and matures on November 20, 2026, which increases the amount ultimately repayable or convertible.

The note is convertible after 180 days or upon default at $0.01 per share, with ratchet provisions that can reduce the conversion price below $0.01 if the stock trades weakly, potentially increasing share issuance. A 9.99% beneficial ownership cap limits how many shares the holder can own at any time, but does not cap aggregate issuance over multiple conversions. The financing improves near-term liquidity but introduces ongoing dilution risk tied to future share price performance and any default 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): November 26, 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)

(954) 380-3343

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 November 26, 2025, Edgemode, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with an accredited investor (the “Holder”) dated November 18, 2025. Pursuant to the Agreement, the Company sold to the Holder a convertible promissory note in the principal amount of $143,750 (the “Promissory Note”) for which the Company received net proceeds of $125,000. The proceeds from the sale of the Promissory Note shall be used for working capital. Pursuant to the Agreement, as consideration for the purchase of the Promissory Note, the Company also issued 1,250,000 shares of the Company’s common stock (the “Commitment Shares”) to the Holder.

The Promissory Note carries a one-time interest charge of 12%, which was applied to the principal on the issuance date, and matures on November 20, 2026. The Promissory Note is convertible into common stock of the Company after the 180^th daily anniversary of the issuance of the Promissory Note or at any time following an event of default at a conversion price of $0.01 per share. In the event that, beginning 6 months after the date of issuance, the closing price of the Company’s common stock is less than $0.01 per share for more than 5 consecutive trading days, the conversion price shall reset to $0.0075. If the Company’s common stock is less than $0.0075 for more than 5 consecutive trading days, the conversion price shall reset to the lowest traded price of the Company’s common stock on its principal trading market during the period of default and shall be readjusted every 21 days the Promissory Note remains in default.

The Promissory Note provides for standard and customary events of default such as failing to timely make payments under the Promissory Note when due, failure of the Company to timely comply with its reporting requirements with the Securities and Exchange Commission and the failure to maintain a listing on the OTC Markets. Upon the occurrence of an event of default, the outstanding balance of the Promissory Note shall immediately become due and payable without demand, and the Company shall pay to the Holder an amount equal to the then outstanding principal amount of the Promissory Note, plus any accrued and unpaid interest on the unpaid principal amount of the Promissory Note. At no time may the Promissory Note be converted into shares of the Company’s common stock if such conversion would result in the Holder, or its affiliates, owning an aggregate of more than 9.99% of the then outstanding shares of the Company’s common stock.

The Promissory Note and Commitment Shares were 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 Agreement and the Promissory Note are not complete and are qualified in their entirety by the full text of the 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 9.01 Financial Statements and Exhibits.

Exhibit	Description
10.1	Securities Purchase Agreement between Edgemode, Inc. and investor dated November 18, 2025
10.2	Promissory Note issued by Edgemode, Inc. in favor of investor dated November 20, 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: December 1, 2025	By:	/s/ Charlie Faulkner
	Name:	Charlie Faulkner
	Title:	Chief Executive Officer

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FAQ

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

Edgemode entered a securities purchase agreement under which an accredited investor bought a convertible promissory note with a principal amount of $143,750, providing $125,000 of working capital and receiving 1,250,000 commitment shares of common stock.

What are the key terms of Edgemodes new convertible promissory note?

The note has a principal of $143,750, includes a one-time 12% interest charge applied 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 base conversion price of $0.01 per share, with price resets if the stock trades below that level for specified periods.

How will the proceeds from Edgemodes convertible note be used?

Edgemode states that the $125,000 in net proceeds from the sale of the convertible promissory note will be used for working capital.

What are the potential dilution features of Edgemodes note financing?

The note is convertible at $0.01 per share after 180 days, with reset mechanisms that can lower the conversion price below $0.01 and then to the lowest traded price during certain default periods, which can increase the number of shares issued over time.

Is there an ownership limit for the investor in Edgemodes financing?

Yes. The note includes a provision that it cannot be converted if, after conversion, the investor and its affiliates would own more than 9.99% of Edgemodes outstanding common stock.

How was Edgemodes note and the related shares issued from a regulatory standpoint?

The convertible promissory note and the 1,250,000 commitment shares were issued in a private placement relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.