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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 19, 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.
Effective October 19, 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 unsecured original issue discount convertible
promissory note in the principal amount of $159,600 (the “Promissory Note”) for which the Company received net proceeds of
$133,000. The proceeds from the sale of the Promissory Note shall be used for working capital. In addition, the Company paid $8,000 to
the Investor for reimbursement of legal and due diligence fees.
The Promissory Note bears a one-time interest
charge of 15%, which was applied to the principal on the issuance date, and any amount not paid when due bears default interest at 22%
per annum. The Promissory Note has a maturity date of July 15, 2027. The Promissory Note is convertible into common stock of the Company
only following an event of default, and in no event prior to 180 days after the issuance date. The conversion price shall be 61% of the
lowest trading price of the Company’s common stock at closing during the 20 trading days prior to the conversion date. The outstanding
principal and accrued interest shall be paid in four monthly payments as follows: (i) $91,770 on April 15, 2027, (ii) $30,590 on May 15,
2027, (iii) $30,590 on June 15, 2027, and (iv) $30,590 on July 15, 2027.
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, the failure to maintain a listing on the OTC Markets and
the cessation of operations. Upon the occurrence of an event of default, the Promissory Note becomes immediately due and payable in an
amount equal to 150% of the outstanding principal, accrued interest and other amounts owed and may increase to 200% in certain circumstances
as set forth in the Promissory Note. 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 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 descriptions 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, respectively, 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.
(d) Exhibits
| Exhibit # |
|
Exhibit Description |
| 10.1 |
|
Securities Purchase Agreement between Edgemode, Inc. and Vanquish Funding Group Inc. dated October 14, 2026 |
| 10.2 |
|
Promissory Note issued by Edgemode, Inc. in favor of Vanquish Funding Group Inc. dated October 14, 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: October 23, 2026 |
By: |
/s/ Charles Faulkner |
| |
Name: |
Charles Faulkner |
| |
Title: |
Chief Executive Officer |
