Edgemode secures up to $1M in 12% convertible debt

Q: 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.

Q: 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.

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.

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Form Type

8-K

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.

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.

restricted shares financial

"agreed to issue 200,000,000 restricted shares of the Company’s common stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

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Available on EDGAR 08/21/2026 - 05:09 PM EDT Accepted by SEC EDGAR 08/21/2026 - 05:09 PM EDT

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): August 17, 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 1.01 Entry into a Material Definitive Agreement.

On August 17, 2026, Edgemode, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the Purchase Agreement, the Company sold the Investor an original issue discount convertible promissory note in the principal amount of up to $1,150,000 (the “Promissory Note”) for which the Company will receive net proceeds of up to $1,000,000. As of the date of this report, pursuant to the Purchase Agreement and Promissory Note, the Company has received net proceeds totaling $625,000. The Company has used such proceeds to satisfy certain promissory notes in the aggregate amount of approximately $328,000 and amounts payable to Blackberry AIF totaling $225,000 in connection with that certain Joint Venture Agreement by and between the Company and Blackberry AIF effective January 22, 2026. Additionally, pursuant to the Purchase Agreement, as consideration for the purchase of the Promissory Note, the Company also agreed to issue 200,000,000 restricted shares of the Company’s common stock to the Investor.

The Promissory Note bears an interest rate of 12%, which shall be applied to the principal on the issuance date, and is due and payable in a lump-sum payment of up to $138,000 on the maturity date of December 31, 2027. The Promissory Note is convertible into common stock of the Company at any time after the 180^th daily anniversary of the Promissory Note or at any time following an event of default. The conversion price shall be 70% of the lowest trading price of the Company’s common stock at closing during the 10 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, the failure of the Company to timely comply with the Securities Exchange Act of 1934 reporting requirements and the cessation of operations. 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 and shall be 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 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 July 9, 2026
10.2		Promissory Note issued by Edgemode, Inc. in favor of ClearThink Capital Partners, LLC dated July 9, 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: August 21, 2026	By:	/s/ Charles Faulkner
	Name:	Charles Faulkner
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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