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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. 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.
Kiero-Watson Simon Scott reported acquisition or exercise transactions in this Form 4 filing.
Edgemode, Inc. reported that director Kiero-Watson Simon Scott received a grant of 10,000,000 shares of restricted common stock. The award was approved by the Board of Directors and is fully vested. Following this grant, Scott directly holds 12,637,215 shares of Edgemode common stock.
Edgemode, Inc. director Kiero-Watson Simon Scott filed an initial ownership report on Form 3, showing direct holdings of 2,637,215 shares of Common Stock. This filing establishes his reported equity stake in the company but does not disclose any recent share purchases or sales.
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. notified the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it is still compiling required financial information. The company expects to file the Form 10-K on or prior the fifteenth calendar day following the prescribed due date. The company also states it expects a significantly larger net loss for 2025 driven primarily by approximately $29,000,000 of non-cash stock-based compensation and an impairment charge.
Edgemode, Inc. insider Jose Antonio Mora, a Director of a subsidiary, indirectly received 400,000,000 shares of common stock at $0.0065 per share on March 23, 2026 through EMM International Investment Ltd. This issuance was made under an addendum to a Joint Venture Agreement and approved in advance by the board under Rule 16b-3.
In connection with this, entities beneficially owned and controlled by Mora disposed to the issuer of non-qualified stock options covering 250,000,000 and 150,000,000 underlying common shares at a $0.0020 exercise price. After these transactions, the filing shows 400,000,000 common shares indirectly held and no remaining reported options from this block.