EdgeMode, Inc.

Item 8.01 Other Events. Non-Binding Offer On June 24, 2026, Edgemode, Inc. (the “Company”) entered into a non-binding offer (the “Offer”) with a third-party purchaser (the “Purchaser”) pursuant to which the Purchaser would acquire 100% of the interests in the Company’s special purpose vehicle, DC Estate Malpica, S.L. (the “Acquisition”). DC Estate Malpica, S.L. owns an in-development data center project located in Mora, Spain. The Offer is non-binding and does not obligate either party to consummate the Acquisition. The Acquisition is subject to the Purchaser’s satisfactory completion of due diligence and the negotiation and execution of definitive transaction documentation, including a purchase agreement. The Company anticipates providing customary representations, warranties, and indemnities in connection with the Acquisition. In connection with the Offer, the Company has agreed to negotiate exclusively with the Purchaser for a period of 60 days. There can be no assurance that the parties will enter into definitive documentation or that the Acquisition will be consummated. Standstill Agreement Beginning on June 24, 2026, the Company entered into standstill agreements (the “Standstill Agreements”) with certain lenders (the “Lenders”) holding convertible promissory notes in the aggregate outstanding principal amount of approximately $1,150,000 (the “Notes”). Pursuant to the Standstill Agreement, the Lenders have agreed not to convert any portion of the Notes into shares of the Company’s common stock or sell, transfer, or otherwise dispose of any shares of common stock held or acquired pursuant to the Notes for a period of 30 days. The description of the Offer and the Standstill Agreement are not complete and are qualified in their entirety by the full text of the Offer and the form of the Standstill Agreement filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, which are incorporated by reference into this Item 8.01.