How can the conversion price on Edgemode’s note reset below $0.01 per share?

Starting six months after issuance, if the stock closes below $0.01 for more than five consecutive trading days, the conversion price resets to $0.0075. If it trades below $0.0075 for five days, the price resets to the lowest traded price during the default period.

Edgemode issues $300K 12% convertible note

Q: What are the key terms of Edgemode’s new convertible promissory note?

The note has a $300,000 principal amount, matures on August 3, 2026, and carries 12% annual interest plus a $50,000 lump-sum interest charge. It is convertible into common stock at $0.01 per share, subject to price-based reset provisions.

Q: How much cash does Edgemode receive from the 12% convertible note?

Edgemode receives $250,000 in net proceeds from the sale of the convertible promissory note. The difference from the $300,000 principal amount reflects a $50,000 original issue discount, and the company states these proceeds will be used for working capital.

Q: When can Edgemode’s new note be converted into common stock and at what price?

The note is initially convertible at $0.01 per share into Edgemode common stock. Conversion is permitted after the 180th day from the June 3, 2026 issue date, or at any time following an event of default under the note’s terms.

Q: How does the new note affect Edgemode’s ability to incur additional debt?

The note prohibits borrowings senior to it without the investor’s consent. This means Edgemode cannot incur new debt that would rank ahead of this note in priority unless the holder agrees, potentially influencing future financing structures.

Edgemode, Inc. entered into a securities purchase agreement with an accredited investor and issued a convertible promissory note with a principal amount of $300,000.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Edgemode, Inc. entered into a securities purchase agreement with an accredited investor and issued a convertible promissory note with a principal amount of $300,000. Because of a $50,000 original issue discount, the company received net cash proceeds of $250,000 for working capital.

The note matures on August 3, 2026 and carries interest at 12% per year, with an additional $50,000 lump-sum interest added to principal on the issue date. It is convertible into common stock at $0.01 per share after the 180th day from issuance or following an event of default, with conversion price resets if the share price trades below that level. Conversions are capped so the holder and affiliates cannot own more than 9.99% of outstanding common stock, and the note restricts new debt senior to it without holder consent.

Insights

Edgemode adds short-term, dilutive convertible debt for working capital.

Edgemode raised $250,000 of working capital through a convertible note with a $300,000 principal, original issue discount, and a lump-sum interest add-on. The note matures on August 3, 2026, so this is a short-term funding solution.

The 12% interest rate, combined with the $50,000 discount and $50,000 interest charge, makes this a relatively expensive instrument. The conversion price starts at $0.01 per share and can reset lower if the stock trades below that level, increasing potential share issuance.

A 9.99% ownership cap limits how much equity the holder can own at any time, which can moderate immediate concentration but does not remove dilution risk. The prohibition on new senior borrowings without consent may constrain future financing flexibility depending on the company’s needs before August 2026.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Convertible note principal: $300,000 Original issue discount: $50,000 Net cash proceeds: $250,000 +5 more

8 metrics

Convertible note principal $300,000 Principal amount of promissory note issued June 3, 2026

Original issue discount $50,000 Discount applied to note principal

Net cash proceeds $250,000 Proceeds received for working capital

Interest rate 12% per annum Stated interest rate on note

Lump-sum interest charge $50,000 Interest added to principal on issue date

Maturity date August 3, 2026 Date the promissory note matures

Initial conversion price $0.01 per share Initial conversion price into common stock

Ownership cap 9.99% Maximum aggregate ownership by holder and affiliates

Key Terms

convertible promissory note, original issuance discount, accredited investor, event of default, +2 more

6 terms

convertible promissory note financial

"the Company issued to the Holder a convertible promissory note in the principal amount of $300,000"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issuance discount financial

"with an original issuance discount of $50,000 (the “Promissory Note”)"

Original issuance discount (OID) is the difference between a debt security’s face value and a lower price at which it is sold when first issued, similar to buying a $1,000 loan for $900. Investors receive the full face value at maturity, so the gap boosts the effective yield above the stated interest rate and affects how income is recognized for returns and taxes. For investors, OID changes expected return, cash flow timing, and reported interest income.

accredited investor financial

"entered into a securities purchase agreement (the “Agreement”) with an accredited investor (the “Holder”)"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

event of default financial

"The Promissory Note provides for standard and customary events of default such as failing to timely make payments"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

beneficial ownership financial

"if such conversion would result in the Holder, or its affiliates, owning an aggregate of more than 9.99% of the then outstanding shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Edgemode entered a securities purchase agreement and issued a convertible promissory note with a $300,000 principal amount. Because of a $50,000 original issue discount, the company received $250,000 in net cash proceeds, which it plans to use for working capital needs.

What are the key terms of Edgemode’s new convertible promissory note?

The note has a $300,000 principal amount, matures on August 3, 2026, and carries 12% annual interest plus a $50,000 lump-sum interest charge. It is convertible into common stock at $0.01 per share, subject to price-based reset provisions.

How much cash does Edgemode receive from the 12% convertible note?

Edgemode receives $250,000 in net proceeds from the sale of the convertible promissory note. The difference from the $300,000 principal amount reflects a $50,000 original issue discount, and the company states these proceeds will be used for working capital.

When can Edgemode’s new note be converted into common stock and at what price?

The note is initially convertible at $0.01 per share into Edgemode common stock. Conversion is permitted after the 180th day from the June 3, 2026 issue date, or at any time following an event of default under the note’s terms.

Does the Edgemode note limit how much stock the investor can own?

Yes. The note cannot be converted if that conversion would cause the investor and its affiliates to own over 9.99% of Edgemode’s outstanding common stock. This limitation is designed to cap the holder’s ownership concentration at any one time.

How does the new note affect Edgemode’s ability to incur additional debt?

The note prohibits borrowings senior to it without the investor’s consent. This means Edgemode cannot incur new debt that would rank ahead of this note in priority unless the holder agrees, potentially influencing future financing structures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/09/2026 - 04:03 PM EDT

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): June 3, 2026

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

________________________________

(Former Name or Former Address, if Changed Since Last Report)

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.

Effective June 3, 2026, Edgemode, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with an accredited investor (the “Holder”). Pursuant to the Agreement, on June 3, 2026 (the “Issue Date”), the Company issued to the Holder a convertible promissory note in the principal amount of $300,000, with an original issuance discount of $50,000 (the “Promissory Note”) for which the Company received net proceeds of $250,000. The proceeds from the sale of the Promissory Note shall be used for working capital. The Promissory Note matures on August 3, 2026.

The Promissory Note accrues interest at a rate of 12% per annum from the Issue Date and, on the Issue Date, a $50,000 lump-sum interest charge was added to the principal amount. The Promissory Note is convertible into common stock of the Company at a conversion price of $0.01 per share (i) after the 180^th daily anniversary of the Issue Date, or (ii) at any time following an event of default. In the event that, beginning six months after the Issue Date, the closing price of the Company’s common stock is less than $0.01 per share for more than five consecutive trading days, the conversion price shall reset to $0.0075 per share. If the Company’s common stock is less than $0.0075 per share for more than five 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 Note also prohibits borrowings by the Company senior to the Note without the consent of the Holder.

The Promissory Note was 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.

(d) Exhibits


Exhibit #		Exhibit Description
10.1		Securities Purchase Agreement between Edgemode, Inc. and investor effective June 3, 2026
10.2		Promissory Note issued by Edgemode, Inc. in favor of investor issued June 3, 2026
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: June 9, 2026	By:	/s/ Charles Faulkner
	Name:	Charles Faulkner
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Edgemode issues $300K 12% convertible note

Rhea-AI Filing Summary