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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):
December 8, 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 8.01 Other Events.
As previously disclosed
on Form 8-K Current Report dated December 8, 2025, Edgemode, Inc. (the “Company”) has recently discovered that Synthesis Analytics
Production Ltd. and Adler Capital Limited breached material representations and warranties under that certain Share Exchange Agreement
by and among the Company, Synthesis Analytics Production Ltd. and Adler Capital Limited dated April 7, 2025 (the “SEA”) and
an Employment Agreement between the Company and Mr. Niclas Adler (the “Employment Agreement”).
Pursuant to a letter dated December 8, 2025, the
Company is seeking rescission of the SEA and to rescind the shares of Company common stock issued to Adler Capital Limited pursuant to
the SEA and has terminated an option to purchase common stock issued to Mr. Adler under the Employment Agreement. Among other material
breaches, without limitation, the Company has discovered that the real property and material assets of Synthesis Analytics Production
Ltd. were encumbered at the time of the closing of the SEA and remain encumbered and subject to liens. Following the Company’s demands
to Adler Capital Limited and Adler, the Company, together with its officers, have been notified that they are defendants in a lawsuit
filed on December 19, 2025 in the Clark County District Court of Nevada by Adler Capital Limited and Adler. The complaint alleges breaches
of fiduciary duty, wrongful termination and breach of contract in connection with the Employment Agreement and the related equity awards.
The relief sought against the Company includes enforcement of the SEA, Employment Agreement and option agreement, compensatory damages,
punitive damages, accounting, prejudgment and post judgement interest, reasonable attorney fees, cost of suit, a judicial declaration
of the parties’ respective rights and obligations.
At this time, the Company
is unable to predict the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings.
An adverse judgement or settlement could have a material adverse effect on the Company. The Company believes the claims are without merit
and intends to vigorously defend against the lawsuit. The Company also intends to file claims against Adler Capital Limited and Adler
to enforce the rescission and termination of the related agreements and seek damages against Adler Capital Limited, Adler and their affiliates.
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 31, 2025 |
By: |
/s/ Charlie Faulkner |
| |
Name: |
Charlie Faulkner |
| |
Title: |
Chief Executive Officer |
