Edgemode secures up to $1M in 12% convertible debt
Edgemode, Inc. (EDGM) entered into a Securities Purchase Agreement with an accredited investor, under which it issued an original issue discount convertible promissory note with a principal amount of up to $1,150,000.
Rhea-AI Filing Summary
Edgemode, Inc. (EDGM) entered into a Securities Purchase Agreement with an accredited investor, under which it issued an original issue discount convertible promissory note with a principal amount of up to $1,150,000. Edgemode expects to receive net proceeds of up to $1,000,000 and has already received $625,000.
The company has applied these proceeds to repay promissory notes totaling approximately $328,000 and to pay $225,000 owed to Blackberry AIF under a joint venture agreement. As additional consideration, Edgemode agreed to issue 200,000,000 restricted common shares to the investor. The note bears 12% interest, with a lump-sum payment of up to $138,000 due on December 31, 2027, and is convertible after 180 days or upon default at 70% of the lowest trading price over the 10 trading days before conversion, subject to a 9.99% ownership cap. The transaction was completed as a private placement under Section 4(a)(2) of the Securities Act of 1933.
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8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Promissory Note Principal Amount: $1,150,000
Expected Net Proceeds: $1,000,000
Net Proceeds Received: $625,000
+5 more
8 metrics
Promissory Note Principal Amount
$1,150,000
Principal amount of original issue discount convertible promissory note
Expected Net Proceeds
$1,000,000
Maximum net proceeds to Edgemode from the note
Net Proceeds Received
$625,000
Net proceeds received as of the report date
Debt Repaid with Proceeds
$328,000
Approximate aggregate amount of promissory notes satisfied
Payment to Blackberry AIF
$225,000
Amounts payable in connection with the joint venture agreement
Restricted Shares Issued
200,000,000 shares
Restricted common shares to be issued as consideration to the investor
Interest Rate on Promissory Note
12%
Interest rate applied to the principal on the issuance date
Ownership Cap
9.99%
Maximum aggregate ownership allowed upon conversion of the note
Key Terms
original issue discount, convertible promissory note, restricted shares, Section 4(a)(2) of the Securities Act of 1933, +1 more
5 terms
original issue discount financial
"sold the Investor an original issue discount convertible promissory note"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
convertible promissory note financial
"sold the Investor an original issue discount convertible promissory note"
A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"in reliance upon an exemption from registration provided by Section 4(a)(2) of"
events of default financial
"The Promissory Note provides for standard and customary events of default"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
FAQ
What financing transaction did EDGM enter into on August 17, 2026?
Edgemode, Inc. entered into a Securities Purchase Agreement and issued an original issue discount convertible promissory note with a principal amount of up to $1,150,000 to an accredited investor, for which it expects to receive net proceeds of up to $1,000,000.
How much cash has EDGM received so far from the new note financing?
Edgemode has received net proceeds totaling $625,000 under the Securities Purchase Agreement and related promissory note as of the report date.
How is EDGM using the proceeds from the convertible note financing?
Edgemode has used the proceeds to repay certain promissory notes totaling approximately $328,000 and to pay $225,000 to Blackberry AIF in connection with a joint venture agreement effective January 22, 2026.
What equity did EDGM agree to issue in connection with the note?
As consideration for the purchase of the promissory note, Edgemode agreed to issue 200,000,000 restricted shares of its common stock to the investor.
What are the key terms of EDGM’s new convertible promissory note?
The note has principal of up to $1,150,000, bears 12% interest, requires a lump-sum payment of up to $138,000 on December 31, 2027, and is convertible after 180 days at 70% of the lowest trading price over the prior 10 trading days, subject to a 9.99% ownership limit.
Under what exemption was EDGM’s financing conducted?
The promissory note was, and will be, issued in a private placement relying on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
AI-generated analysis. How Rhea-AI works. Not financial advice.
