Edgemode appoints Simon Kiero-Watson to board

Q: Did Edgemode (EDGM) report any related-party transactions with Simon Kiero-Watson?

Edgemode stated there have been no transactions, and there are no proposed transactions, in which Simon Kiero-Watson had or will have a direct or indirect material interest. This representation is made under the related-party transaction standard in Item 404(a) of Regulation S-K.

Edgemode, Inc. appointed Simon Kiero-Watson to its Board of Directors to fill a vacancy created by a prior director’s resignation in September 2025.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Edgemode, Inc. appointed Simon Kiero-Watson to its Board of Directors to fill a vacancy created by a prior director’s resignation in September 2025. He will serve until the next annual stockholder meeting or his earlier resignation or removal.

Mr. Kiero-Watson has been Head of Markets at Tokenise Group since April 2021 and holds board positions at several Tokenise-related entities and London Court Limited. Under an Independent Director Agreement, he will receive 10,000,000 shares of restricted common stock as consideration for his service and will be indemnified as permitted by the SEC and Nevada law. The company states there are no related-party transactions involving him under Item 404(a) of Regulation S-K.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Director equity compensation: 10,000,000 shares restricted common stock

1 metrics

Director equity compensation 10,000,000 shares restricted common stock Consideration for Simon Kiero-Watson’s board service

Key Terms

restricted common stock, Independent Director Agreement, emerging growth company, Item 404(a) of Regulation S-K

4 terms

restricted common stock financial

"Kiero-Watson will receive 10,000,000 shares of the Company’s restricted common stock"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

Independent Director Agreement financial

"Pursuant to the form of the Independent Director Agreement between the Company and Mr. Kiero-Watson"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Item 404(a) of Regulation S-K regulatory

"within the meaning of Item 404(a) of Regulation S-K"

FAQ

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

What board change did Edgemode (EDGM) disclose in this 8-K?

Edgemode appointed Simon Kiero-Watson to its Board of Directors, filling a vacancy created by a director’s September 2025 resignation. He will serve until the next annual stockholder meeting or his earlier resignation or removal, in line with the company’s bylaws.

What compensation will Simon Kiero-Watson receive from Edgemode (EDGM)?

Under an Independent Director Agreement, Simon Kiero-Watson will receive 10,000,000 shares of Edgemode’s restricted common stock. This equity grant is compensation for his service as a director and is accompanied by indemnification consistent with SEC and Nevada law provisions.

What is Simon Kiero-Watson’s background relevant to Edgemode (EDGM)?

Simon Kiero-Watson has served as Head of Markets at Tokenise Group, an asset tokenization firm in the United Kingdom, since April 2021. He also holds directorships at London Court Limited and multiple Tokenise Stock Exchange entities, bringing capital markets and digital asset experience.

How long will Simon Kiero-Watson serve on Edgemode’s (EDGM) board?

Simon Kiero-Watson will serve as a director until Edgemode’s next annual meeting of stockholders or until his earlier resignation or removal. This term aligns with typical board appointment practices when filling a vacancy created by a prior director’s resignation.

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

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Accepted by SEC EDGAR 05/05/2026 - 04:05 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): May 5, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2026, the Board of Directors (the “Board”) of Edgemode, Inc. (the “Company”), in accordance with the Company’s bylaws, appointed Simon Kiero-Watson to fill the vacancy on the Board created by a prior director’s resignation from the Board in September 2025. He will serve as a director until the Company’s next annual meeting of stockholders or his earlier resignation or removal. Since April 2021, Mr. Kiero-Watson has served as the Head of Markets at Tokenise Group, an asset tokenization firm based in the United Kingdom. Additionally, since June 2018, Mr. Kiero-Watson has held several directorship positions, including as a member of the board of directors of the following entities: (i) London Court Limited, (ii) Tokenise Stock Exchange International Limited, (iii) Digiclear Limited, (iv) Tokenise Stock Exchange Limited and (v) Tokenise Stock Exchange Global Limited.

There is no arrangement or understanding between Mr. Kiero-Watson and any other persons pursuant to which Mr. Kiero-Watson was selected as a director. Further, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which Mr. Kiero-Watson had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

Pursuant to the form of the Independent Director Agreement between the Company and Mr. Kiero-Watson attached hereto as Exhibit 10.1, in consideration for his service as a director, Mr. Kiero-Watson will receive 10,000,000 shares of the Company’s restricted common stock and the Company has agreed to indemnify Mr. Kiero-Watson as permitted by the SEC and Nevada law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit #		Exhibit Description
10.1		Form of Independent Director Agreement
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: May 5, 2026	By:	/s/ Charles Faulkner
	Name:	Charles Faulkner
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 FORM OF INDEPENDENT DIRECTOR AGREEMENT 19.9 KB