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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 24, 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 8.01 Other Events.
On February 24, 2026, Edgemode,
Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with an accredited investor
(the “Holder”), pursuant to which the Company issued to the Holder a convertible promissory note in the principal amount of
$150,000, with an original issuance discount of $15,000 (the “Promissory Note”) for which the Company received net proceeds
of $130,000 following the payment of the Holder’s legal costs of $5,000. The proceeds from the sale of the Promissory Note shall
be used for working capital.
Beginning on February 24,
2026, the Promissory Note accrues interest at a rate of 6% per annum, payable in shares of the Company’s common stock, and matures
on February 24, 2027. The Promissory Note may be prepaid subject to prepayment penalties and premiums. The Promissory Note is convertible
into shares of the Company’s common stock after the sixth month anniversary of the date of issuance at a conversion price equal
to 60% of the lowest trading price of the Company’s common stock as reported on the OTC Markets (or the securities exchange on which
the common stock is then-listed) for the 15 trading days prior to the Company receiving the Holder’s notice of conversion, including
the day upon which the Company receives such notice.
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 Promissory Note may become immediately due and payable without demand
and the conversion price of the Promissory Note shall be adjusted from 60% to 45% of the lowest trading price of the Company’s common
stock for the 15 trading days prior to conversion. 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 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 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
|
|
|
| Exhibit # |
|
Exhibit Description |
|
| 10.1 |
|
Securities Purchase Agreement between Edgemode, Inc. and investor dated February 24, 2026 |
|
| 10.2 |
|
Promissory Note issued by Edgemode, Inc. in favor of investor dated February 24, 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: March 4, 2026 |
By: |
/s/ Charles Faulkner |
| |
Name: |
Charles Faulkner |
| |
Title: |
Chief Executive Officer |
