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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):
October 3, 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)
(707) 687-9093
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.
Effective October 3, 2025, Edgemode, Inc. (the “Company”)
entered into a Securities Purchase Agreement dated September 30, 2025 (the “Purchase Agreement”) with an accredited investor
(the “Investor”), pursuant to which the Company sold the Investor an unsecured original issue discount promissory note in
the principal amount of $287,500 (the “Promissory Note”). The Company received net proceeds of $250,000 in consideration of
issuance of the Promissory Note and the proceeds from the sale of the Promissory Note shall be used for working capital. Pursuant to the
Purchase Agreement, as consideration for the purchase of the Promissory Note, the Company also issued 17,000,000 shares of the Company’s
common stock to the Investor (the “Commitment Shares”).
The Promissory Note carries an interest rate of 12%,
which was applied to the principal on the issuance date, and is payable on the maturity date of August 31, 2026. The Promissory Note is
convertible into common stock of the Company at any time after the 180th daily anniversary of the Promissory Note or at any
time following an event of default. The conversion price shall be $0.01 per share (the “Fixed Price”), however, if 6 months
after the date of issuance the Company’s common stock trades below $0.01 for more than 5 consecutive trading days, then the Fixed
Price shall be lowered to $0.0075 per share. In the event that the Company’s common stock trades below $0.0075 per share for more
than 5 consecutive trading days, then the Fixed Price shall be eliminated and the conversion price shall reset to the lowest traded price
throughout the period of default and shall be re-adjusted every 21 days that 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, the failure of the Company to timely comply
with the Securities Exchange Act of 1934 reporting requirements and the failure to maintain a listing on the OTC Markets. The Promissory
Note also contains customary covenants. At no time may the Promissory Note be converted into shares of the Company’s common stock
if such conversion would result in the Investor, 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 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 Purchase Agreement and the
Promissory Note are not complete and are qualified in their entirety by the full text of the Purchase 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 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided above in Item 1.01 herein
is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information provided above in Item 1.01 herein
is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 10.1 |
|
Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 30, 2025 |
| |
|
|
| 10.2 |
|
Promissory Note issued by Edgemode, Inc. in favor of ClearThink Capital Partners, LLC dated September 30, 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: October 9, 2025 |
By: |
/s/ Charlie Faulkner |
| |
Name: |
Charlie Faulkner |
| |
Title: |
Chief Executive Officer |
