false
0001652958
0001652958
2026-03-05
2026-03-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 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 8.01 Other Events.
On March 5, 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 $120,000, with an original issuance discount of $15,000 (the “Promissory Note”) for which the Company received net proceeds
of $92,000 following the payment of the Holder’s legal costs of $8,000. The proceeds from the sale of the Promissory Note shall
be used for working capital.
The Promissory Note carries
a one-time interest charge of 15%, which was applied to the principal on the issuance date, and matures on December 15, 2026. Accrued,
unpaid interest and outstanding principal, subject to adjustment, shall be paid in four (4) payments on September 15, 2026, October 15,
2026, November 15, 2026 and December 15, 2026 for total payments of $138,000. The Promissory Note is convertible into common stock of
the Company at any time following an event of default at a conversion price equal to 61% of the lowest closing price of the Company’s
common stock on its principal trading market during the 20 trading days prior to the conversion date.
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 outstanding balance of the Promissory Note shall immediately become
due and payable without demand, and the Company shall pay to the Holder an amount equal to the sum of (i) 150% of the then outstanding
principal amount of the Promissory Note, (ii) any accrued and unpaid interest on the unpaid principal amount of the Promissory Note, (iii)
any default interest, which accrues at a rate of 22% per annum on any amount of principal or interest which is not paid when due and (iv)
any other amounts owed to the Holder pursuant to the Promissory Note. Further, at any time following an event of default, the Holder shall
have the right to convert all or any part of the outstanding and unpaid amount of the Promissory Note into fully paid and non-assessable
shares of common stock. The Promissory Note also contains adjustment provisions providing that, upon the event of default if the market
price of the Company’s common stock on the conversion date is less than the conversion price, the amount due under the Promissory
Note will be increased by an amount equal to the difference between the conversion price and such market price, multiplied by the number
of shares of common stock issuable upon such 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 4.99% 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 1.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
|
|
|
| Exhibit # |
|
Exhibit Description |
|
| 10.1 |
|
Securities Purchase Agreement between Edgemode, Inc. and investor dated March 5, 2026 |
|
| 10.2 |
|
Promissory Note issued by Edgemode, Inc. in favor of investor dated March 5, 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 12, 2026 |
By: |
/s/ Charles Faulkner |
| |
Name: |
Charles Faulkner |
| |
Title: |
Chief Executive Officer |
