Every 8-K that EDGEMODE, INC. (EDGM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow EDGM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full EDGM filings page.
Edgemode, Inc. (EDGM) made cash payments totaling approximately $410,000 on October 9 and October 14, 2026, to satisfy five convertible promissory notes with an aggregate outstanding balance, including principal and accrued interest, of approximately $477,000 as of satisfaction. The notes were terminated, all related obligations were satisfied, and holders no longer have the right to convert them into common stock. Edgemode funded the payments with advances from ClearThink Capital Partners, LLC under its July 9, 2026 promissory note and additional advances; the aggregate outstanding balance of that note and additional advances was approximately $1,300,000 as of the report filing date.
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.
Edgemode, Inc. entered into a leakout agreement effective July 14, 2026 with certain lenders holding convertible promissory notes with an aggregate outstanding balance of approximately $1,646,136. This agreement replaces a prior standstill agreement dated June 25, 2026.
Under the leakout terms, each lender agrees not to convert, assign, transfer, or pledge more than 30% of the current owed balance of its note during any 30-day period, or 15% over any 30-day period if the company’s common stock closes below $0.003. The leakout restrictions remain in effect until December 31, 2026, regulating the pace at which the covered notes may be converted or otherwise disposed of.
Edgemode, Inc. entered into a Securities Purchase Agreement with an accredited investor, Vanquish Funding Group Inc., issuing an unsecured original issue discount promissory note with a principal amount of $129,600 and receiving $100,000 in net proceeds for working capital. The company also paid $8,000 for legal and due diligence fees.
The Promissory Note carries a one-time interest charge of 15%, increasing to 22% if any principal or interest is not paid when due, and matures on April 15, 2027. Principal and accrued interest are scheduled to be repaid in four installments: $74,520 on January 15, 2027, and $24,840 on each of February 15, March 15, and April 15, 2027.
The note becomes convertible into common stock only after an event of default, at a conversion price equal to 61% of the lowest closing trading price during the 20 trading days before conversion, subject to a 4.99% beneficial ownership limitation. The issuance relies on the Section 4(a)(2) private placement exemption.
Edgemode, Inc. entered into a non-binding term sheet with a third-party purchaser to negotiate the sale of its interests in land sites held through leaseholds in Cordoba, Palma, Vianos and Caceres, Spain. The buyer intends to use these sites for future data center projects, and the transaction is expected to be structured as a share purchase of the entities that hold the land interests.
The term sheet also gives Edgemode an option to enter into a joint venture with the purchaser to help develop the planned data centers. Edgemode signed an exclusivity letter agreeing to negotiate only with this purchaser for 60 days, but the deal remains subject to due diligence and the signing of definitive agreements, and there is no assurance the acquisition will be completed.
Edgemode, Inc. has entered into a non-binding offer with a third-party purchaser for a potential acquisition of 100% of its special purpose vehicle DC Estate Malpica, S.L., which owns an in-development data center project in Mora, Spain. The offer is subject to due diligence and negotiation of definitive agreements, and either party can still walk away. Edgemode agreed to negotiate exclusively with the purchaser for 60 days and expects to provide customary representations, warranties and indemnities if a deal is signed.
Separately, Edgemode entered into standstill agreements with certain lenders holding convertible promissory notes with approximately $1,150,000 in aggregate principal. For 30 days, these lenders have agreed not to convert the notes into common stock or dispose of any common shares held or acquired under the notes.
Edgemode, Inc. entered into a securities purchase agreement with an accredited investor and issued a convertible promissory note with a principal amount of $300,000. Because of a $50,000 original issue discount, the company received net cash proceeds of $250,000 for working capital.
The note matures on August 3, 2026 and carries interest at 12% per year, with an additional $50,000 lump-sum interest added to principal on the issue date. It is convertible into common stock at $0.01 per share after the 180th day from issuance or following an event of default, with conversion price resets if the share price trades below that level. Conversions are capped so the holder and affiliates cannot own more than 9.99% of outstanding common stock, and the note restricts new debt senior to it without holder consent.
Edgemode, Inc. has signed a non-binding term sheet to acquire 51% of Spanish company Ibersun Generación, S.L. for approximately $7,200,000. Ibersun owns assets such as battery energy storage system projects, land plots, and grid access rights that Edgemode aims to use for data center and energy storage projects in Spain.
The potential deal is subject to due diligence, negotiation and signing of definitive agreements, regulatory approvals, and other closing conditions. Edgemode also needs significant additional capital to close, and the company warns there is no assurance it will secure financing or complete the transaction.
Edgemode, Inc. appointed Simon Kiero-Watson to its Board of Directors to fill a vacancy created by a prior director’s resignation in September 2025. He will serve until the next annual stockholder meeting or his earlier resignation or removal.
Mr. Kiero-Watson has been Head of Markets at Tokenise Group since April 2021 and holds board positions at several Tokenise-related entities and London Court Limited. Under an Independent Director Agreement, he will receive 10,000,000 shares of restricted common stock as consideration for his service and will be indemnified as permitted by the SEC and Nevada law. The company states there are no related-party transactions involving him under Item 404(a) of Regulation S-K.
Edgemode, Inc. entered into a second addendum to its joint venture agreement with Blackberry AIF and DC Estate Solutions Cayman Limited. The addendum increases the planned capacity of Spain-based data centers to 4,350 MW and restructures BAIF’s equity from options into common shares.
Under the addendum, stock options to purchase an aggregate of 400,000,000 shares of Edgemode common stock are exchanged for 400,000,000 fully paid, non-assessable restricted common shares issued to BAIF or its assignees. These shares were issued as unregistered securities in reliance on Section 3(a)(9) of the Securities Act.
Edgemode, Inc. entered a securities purchase agreement with an accredited investor and issued a convertible promissory note with a principal amount of $120,000 on March 5, 2026. After a $15,000 original issue discount and $8,000 of investor legal costs, the company received net proceeds of $92,000 for working capital.
The note carries a one-time 15% interest charge added at issuance and matures on December 15, 2026, with four scheduled payments totaling $138,000 due monthly from September 15 through December 15, 2026. Following an event of default, the holder may convert the outstanding amount into common stock at 61% of the lowest closing price over the 20 trading days before conversion, subject to a 4.99% ownership cap. Default terms include immediate acceleration, a 150% repayment premium on principal, default interest of 22% per annum on overdue amounts, and price-adjustment provisions if the market price falls below the conversion price on a default conversion date.
Edgemode, Inc. entered into a financing deal with an accredited investor by issuing a $150,000 convertible promissory note with a $15,000 original issue discount. After paying $5,000 of the investor’s legal costs, the company received $130,000 in net proceeds for working capital.
The note bears 6% annual interest, payable in common shares, and matures on February 24, 2027. It becomes convertible after six months at 60% of the lowest trading price over the prior 15 trading days, with the conversion price falling to 45% upon default. Conversions are capped so the holder cannot own more than 9.99% of Edgemode’s outstanding common stock.
Edgemode, Inc. reported that its board approved new stock option grants for Chief Executive Officer Charles Faulkner and Chief Financial Officer Simon Wajcenberg. Each executive received a non-qualified option to purchase up to 350,000,000 shares of common stock at an exercise price equal to the closing sale price on OTC Markets on the trading day before the grant date, with a five-year term.
Half of the shares under each option will vest if the company or its subsidiaries closes a purchase agreement with a solid oxide fuel cell supplier for at least 100 MW of power capacity, as determined by the board. The remaining half will vest if the company or its subsidiaries closes an AI data center site sale agreement with a buyer for a minimum capacity of 100 MW, also subject to board determination.
Edgemode, Inc. entered into a joint venture with Blackberry AIF and DC Estate Solutions Cayman to develop high-performance computing data centers in Spain and Panama. Edgemode will own 50.1% of the joint venture company, while BAIF will hold 49.9%, with most major decisions requiring unanimous approval.
Edgemode agreed to fund the venture with a minimum of $11,150,000, including earlier commitments, through scheduled monthly payments that are distributed to BAIF. If Edgemode misses required contributions, BAIF can foreclose on proportional equity interests in the project companies. As part of the deal, Edgemode granted BAIF entities fully vested options to buy up to 250,000,000 and 150,000,000 common shares at $0.02 per share, each expiring five years after grant or on joint venture termination. The projects cover a total planned capacity of 3,550 MW across eight data center sites.
Edgemode, Inc. reported several significant governance and contractual developments. The company intends to rescind a prior share exchange agreement involving Synthesis Analytics Production Ltd. and Adler Capital Limited and unwind related share and option issuances, and a connected master services agreement with Cudo Ventures Ltd. has been terminated, with Edgemode obligated to refund a deposit.
The company also addressed executive pay and capital structure. Accrued salaries of $386,000 each for Charles Faulkner and Simon Wajcenberg were settled on December 10, 2025 through the issuance of 1 share of Series D Preferred Stock to each officer. A new Series D Preferred Stock class, authorized for only 2 shares, was created; each share carries voting power equal to 25.5% of Edgemode’s issued and outstanding common stock, giving the two Series D holders majority voting control when combined.
Edgemode, Inc. entered into a securities purchase agreement with an accredited investor, issuing a convertible promissory note with a principal amount of $143,750 and receiving net proceeds of $125,000 for working capital. As additional consideration, the company issued 1,250,000 common shares as commitment shares.
The note carries a one-time 12% interest charge added to principal at issuance and matures on November 20, 2026. It is convertible into common stock after 180 days or upon an event of default at a conversion price of $0.01 per share, with reset features that can lower the conversion price if the stock trades below defined thresholds. Standard default events accelerate repayment, and conversions are capped so the holder cannot own more than 9.99% of outstanding common stock. The note and shares were issued in a private placement under Section 4(a)(2) of the Securities Act.
Edgemode, Inc. entered a memorandum of understanding with Blackberry AIF SL and formed a 75%‑owned Cayman SPV to acquire five long‑term land leases in Spain for planned high‑performance computing datacenters. The SPV acquired 100‑hectare leases in Malpica, Caceres, Vianos, Cordoba and Torrecampo with an average term of 35 years at an initial total average cost of $96,000 per month, with payments tied to milestones such as urban compatibility reports and connection points.
Edgemode paid BAIF $250,000 at MOU signing and an additional $250,000 at closing. Under the leases, the company will pay $14,421 to the Cordoba site owners in 2026; no further 2026 payments are expected. The company plans up to 1.8 GW of capacity (360 MW per site) as autonomous gas‑powered “energy islands,” subject to financing. It is negotiating power purchase agreements for a 360 MW gas turbine and a 90 MW fuel cell per site and has applied for gas pipeline connection, with approval expected within 30 days. Edgemode estimates $5 million in working capital to achieve Ready‑to‑Build status and intends to issue Mr. Jose Mora options to purchase 250,000,000 shares and employ him at a $400,000 base salary.
Edgemode, Inc. disclosed the execution of financing-related agreements with ClearThink Capital Partners, LLC. The company filed copies of a Securities Purchase Agreement and a Promissory Note, each dated September 30, 2025, as exhibits to the Form 8-K reporting a material event. The entry of these agreements indicates a financing transaction between the companies; the exhibits are included as part of the filing record.
The filing lists the two executed instruments as Exhibits 10.1 and 10.2 and is signed by the CEO, Charlie Faulkner. No financial terms, amounts, repayment schedules, or related-party disclosures are provided in the disclosed text.
Edgemode, Inc. filed an 8-K reporting material agreements executed in September 2025. The filing lists multiple Securities Purchase Agreements and related Promissory Notes between Edgemode and three investors: LGH Investments, LLC (agreements dated September 18, 2025 and effective September 23, 2025), Crom Structured Opportunities Fund I, LP (agreement dated September 22, 2025 and effective September 23, 2025), and Jefferson Street Capital, LLC (agreement dated September 22, 2025 and effective September 23, 2025). The filing also includes related promissory notes and an interactive XBRL cover file, and is signed by Charlie Faulkner, CEO, on September 29, 2025. The document lists the executed agreements but does not disclose financial amounts or economic terms within the provided text.
Edgemode, Inc. reported entering a financing deal in which it sold an unsecured original issue discount promissory note with a principal amount of $287,500, receiving net cash proceeds of $250,000 for working capital, while the investor withheld $6,000 for legal fees. As additional consideration, Edgemode issued 8,500,000 common shares as commitment shares in a private placement under Section 4(a)(2) of the Securities Act.
The note bears 10% annual interest, can increase to 24% per annum or the maximum permitted by law on overdue principal, and matures on September 15, 2026. It is convertible into common stock at any time at a price equal to 65% of the lowest closing price over the prior ten trading days or $0.01, subject to adjustment, with a 4.99% ownership cap for the investor and its affiliates. The investor may also require up to 25% of future cash proceeds received by the company to be used to repay the note, with pre-default repayments at 110% of outstanding principal and accrued interest, and customary events of default making the note immediately due.
Edgemode, Inc. entered into a Securities Purchase Agreement with an accredited investor and issued an unsecured original issue discount promissory note with a principal amount of $81,600, receiving net proceeds of $68,000 for working capital and paying $8,000 in legal and due diligence fees.
The note carries a one-time 15% interest charge (rising to 22% upon an event of default), matures on June 15, 2026, and is scheduled to be repaid in four monthly payments from March 15, 2026 through June 15, 2026. Following an event of default, the note becomes convertible into common stock at 71% of the lowest trading price over the 20 trading days before conversion, subject to a cap that prevents the investor and its affiliates from owning more than 4.99% of Edgemode’s outstanding common stock.