Welcome to our dedicated page for Edgemode SEC filings (Ticker: EDGM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Edgemode, Inc. filings document a Nevada issuer developing energy and AI data center infrastructure through joint venture and project-development agreements. Its 8-K reports describe material definitive agreements for the BAIF/DC Estate Solutions joint venture, amendments to Spanish data center capacity, and related equity and option arrangements tied to the development platform.
The filing record also covers capital-structure and working-capital financing through convertible promissory notes, executive stock-option grants, board appointments, and other corporate matters. The Form 12b-25 notice documents delayed annual-report preparation, while registration-status disclosures state that the company has no securities registered on a national exchange under Section 12(b).
Edgemode, Inc. insider filing shows a large existing option holding by an affiliated entity of CEO and subsidiary director Jose A. Mora. The filing reports non-qualified stock options to acquire 250,000,000 shares of common stock at an exercise price of $0.02 per share.
The stock options are fully vested and are held indirectly through EMM International Investment Ltd., which is beneficially owned and controlled by Mora. These options will expire on the earlier of January 22, 2031, or the termination of a Joint Venture Agreement dated January 22, 2026 between Blackberry AIF and DC Estate Solutions Cayman Limited, as amended.
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. received an updated ownership disclosure from investor Paul Richard Taylor, who now reports beneficial ownership with shared voting and dispositive power over 112,563,761 shares of common stock. This stake represents 3.77% of Edgemode’s common shares.
According to the disclosure, between approximately November 1, 2025 and January 7, 2026, Taylor disposed of an aggregate of 25,000,000 shares of Edgemode common stock through open market and/or privately negotiated transactions. He indicates he holds the remaining shares for investment purposes and states he has no current plans or proposals related to corporate actions such as mergers, asset sales, control changes, or other major transactions beyond ordinary-course evaluation of his investment.
Edgemode, Inc. is registering up to 162,000,000 shares of common stock for potential resale by ClearThink Capital Partners under a committed equity line. These shares may be issued over a 24‑month period after a commencement date, with pricing tied to a discount to recent closing prices, ranging from 70% to 85% of the average of the two lowest daily closes, depending on the trading range. Edgemode will not receive proceeds from stockholder resales, but may receive up to $50,000,000 in gross proceeds from issuing shares to ClearThink under the Purchase Agreement, which it plans to use mainly for working capital, repayment of promissory notes, and general corporate purposes.
The company reports 2,998,158,602 shares outstanding as of December 26, 2025, rising to 3,160,158,602 if all registered shares are issued. It highlights significant dilution risk, a 9.99% beneficial ownership cap for ClearThink, substantial outstanding options, warrants and convertible notes, no current customers, large capital needs for new AI data center projects in Spain, and an auditor “going concern” warning.
Edgemode, Inc. filed an amended prospectus for the resale of up to 162,000,000 shares of common stock by ClearThink Capital Partners LLC under an equity line arrangement. The shares may be issued to ClearThink at discounts to market based on formulas tied to the two lowest recent closing prices. Edgemode is not selling shares directly in this offering and will not receive proceeds from ClearThink’s resales, but may receive up to $50,000,000 in aggregate gross proceeds from future share sales to ClearThink under the Purchase Agreement.
The company reports 2,998,158,602 shares outstanding as of December 26, 2025 and estimates 3,160,158,602 shares outstanding if all registered shares are issued. Additional overhang includes common stock issuable on convertible notes, options and warrants, which are not part of this registration. Edgemode is an early‑stage business shifting into AI and high‑performance computing data center development, with no current customers and significant capital needs, including planned projects in Spain that require substantial funding and regulatory approvals. The risk section highlights potential dilution, financing uncertainty, competitive pressures, operational and cybersecurity risks, and evolving AI and European regulatory frameworks.
Edgemode, Inc. chief financial officer and director Simon Wajcenberg reports beneficial ownership of 728,917,710 shares of common stock, representing about 24.4% of the 2,985,583,481 outstanding shares as of November 12, 2025. This total includes 54,354,099 shares held in his wife’s name, over which he has sole voting and dispositive power.
On December 10, 2025, he also converted $386,000 of accrued salary under his employment agreement into one share of Series D Preferred Stock. That single preferred share votes together with common stock and carries voting power equal to 25.5% of the issued and outstanding common shares. He states that he acquired his securities with the purpose of exercising control over the company.
Edgemode, Inc. insider Charles Faulkner has amended his ownership report, confirming a large, control-focused stake in the company. He beneficially owns 754,518,284 shares of common stock, including 442,792,088 shares underlying vested stock options, representing about 25.3% of the 2,985,583,481 common shares outstanding as of November 12, 2025. Faulkner is the Chief Executive Officer and a director and states that he acquired his securities with the purpose of exercising control.
On December 10, 2025, he converted $386,000 of accrued salary into one share of Series D Preferred Stock under his employment agreement. This single Series D share carries voting power equal to 25.5% of Edgemode’s issued and outstanding common stock and votes together with common stock on all matters, further concentrating voting influence with the CEO.