Edgemode (EDGM) files late 10-Q notice; preliminary $8.2M Q1 net income

Rhea-AI Filing Summary

Edgemode, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says it is compiling financial information and expects to file on or before the fifteenth calendar day following the prescribed due date. The filing discloses preliminary results: expected net income $8.2 million for the 2026 quarter versus a net loss $22.1 million in the 2025 quarter, and material changes in stock-based compensation and other income.

Key Figures

Net income (preliminary): $8.2 million Net loss prior year: $22.1 million Operating expenses: $1.1 million +5 more

8 metrics

Net income (preliminary) $8.2 million three months ended March 31, 2026

Net loss prior year $22.1 million three months ended March 31, 2025

Operating expenses $1.1 million three months ended March 31, 2026

Operating expenses prior year $22.1 million three months ended March 31, 2025

Stock-based compensation 2026 Q1 $250,000 three months ended March 31, 2026

Stock-based compensation 2025 Q1 $21.7 million three months ended March 31, 2025

Other income 2026 Q1 $9.8 million three months ended March 31, 2026

Gain on derivative liabilities 2026 Q1 $10.7 million three months ended March 31, 2026

Key Terms

Form 12b-25, derivative liabilities, stock-based compensation, Form 10-Q

4 terms

Form 12b-25 regulatory

"filed a Form 12b-25 notifying the SEC it cannot timely file"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

derivative liabilities financial

"gain on the change in fair value of derivative liabilities"

Derivative liabilities are obligations a company records when it owes money under financial contracts whose value depends on something else, like interest rates, stock prices, or currencies. Think of them as bets or insurance policies that can create future cash payments; they matter to investors because they can cause sudden changes in a company’s reported debt, profits and cash flow and reveal exposure to market risks that could affect valuation.

stock-based compensation financial

"incurred stock-based compensation expense of approximately $250,000"

Stock-based compensation is when a company pays employees, directors or consultants with shares or the right to buy shares instead of or in addition to cash. It matters to investors because issuing stock or options spreads ownership thinner (like cutting a pie into more slices), which can reduce each existing share’s claim on profits and can also change reported earnings; investors watch it to assess true cost of running the business and how management is incentivized.

Form 10-Q regulatory

"unable to file the Quarterly Report on Form 10-Q for the three months"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K   ☒ Form 10-Q ☐  Form 10-D     ☐  Form N-CEN     ☐  Form N-CSR
		For Period Ended: March 31, 2026
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		For the Transition Period Ended: __________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Edgemode, Inc.

Full Name of Registrant

110 E. Broward Blvd., Suite 1700

Address of Principal Executive Office (Street and Number)

Ft. Lauderdale, FL 33301

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applic

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.

Edgemode, Inc. (the “Company”) is unable to file the Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (the “Form 10-Q”) in a timely manner without unreasonable effort or expense, as the Company is still compiling the necessary financial information to complete the filing due to challenges in preparing such financial information. The Company expects to file the Form 10-Q on or prior the fifteenth calendar day following the prescribed due date of the Annual Report.

Part IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Simon Wajcenberg		(954)		380-3343
(Name)		(Area Code)		(Telephone No.)

(2)	Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report net income of approximately $8.2 million for the three months ended March 31, 2026 (the “2026 Quarter”) as compared to a net loss of approximately $22.1 million for the three months ended March 31, 2025 (the “2025 Quarter”). Operating expenses for the 2026 Quarter were approximately $1.1 million compared to approximately $22.1 million for the 2025 Quarter. In the 2026 Quarter, the Company incurred stock-based compensation expense of approximately $250,000 compared to approximately $21.7 million for the 2025 Quarter. The stock-based compensation for the 2025 Quarter was related to the amendment of options to the officers of the Company.  Other income for the 2026 Quarter was approximately $9.8 million compared to other income of approximately $1.2 million for the 2025 Quarter. Other income in the 2026 quarter was comprised of approximately $900,000 in interest expense and approximately $10.7 million for the gain on the change in fair value of derivative liabilities. Other income in the 2025 quarter was primarily comprised of approximately $1.2 million for the gain on the change in fair value of derivative liabilities.

The expected results of operation set forth above are subject to change subject to the completion of the Company’s audit of its financial statements.

2

                   Edgemode, Inc.                    

(Name of Registrant as Specified in Charter)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 18, 2026	By:	/s/ Simon Wajcenberg
		Simon Wajcenberg
	Title:	Chief Financial Officer

3

FAQ

Why did EDGM file a Form 12b-25 notifying a late Form 10-Q?

Edgemode states it cannot timely file the Form 10-Q because it is still compiling necessary financial information, creating unreasonable effort or expense. The company expects to file by the fifteenth calendar day following the prescribed due date.

What preliminary quarterly result did EDGM disclose for Q1 2026?

Edgemode expects to report net income of approximately $8.2 million for the quarter ended March 31, 2026. This figure is preliminary and subject to change upon completion of the company’s financial close and audit processes.

How do the 2026 quarter operating expenses compare to the prior year quarter?

Operating expenses for the 2026 quarter were approximately $1.1 million versus approximately $22.1 million for the quarter ended March 31, 2025. The prior period included substantial stock-based compensation related to option amendments.

What drove the change in other income between quarters for EDGM?

Other income in the 2026 quarter was approximately $9.8 million, including about $10.7 million gain on change in fair value of derivative liabilities and roughly $900,000 of interest expense. The 2025 quarter reported about $1.2 million of derivative fair value gains.