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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):
February 10, 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 February 10, 2026 the
board of directors of Edgemode, Inc. (the “Company”) approved grants to each of Charles Faulkner and Simon Wajcenberg, the
Chief Executive Officer and Chief Financial Officer of the Company, respectively, of options to purchase up to 350,000,000 shares
of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported
by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”)
in furtherance of their employment agreements with the Company. Each Stock Option shall each be a non-qualified option. 50% of the
shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company,
or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the
Company’s board of directors (the “Board”), and the remaining 50% shall become vested and exercisable upon the closing
of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum
capacity of 100 MW, as determined by the Board.
The foregoing
descriptions of the Stock Options are qualified in their entirety by the full text of each Stock Option,
filed herewith as Exhibits 10.1 and 10.2 and incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
|
|
|
| Exhibit # |
|
Exhibit Description |
|
| 10.1 |
|
Stock Option Grant to Charles Faulkner dated February 10, 2026 |
|
| 10.2 |
|
Stock Option Grant to Simon Wajcenberg dated February 10, 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: February 12, 2026 |
By: |
/s/ Charles Faulkner |
| |
Name: |
Charles Faulkner |
| |
Title: |
Chief Executive Officer |
