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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 180th 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) |
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 |
