Current Report · Items 1.01, 3.02, 9.01 · 8-K
EdgeMode, Inc.
EDGMOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement and Promissory Note On July 8, 2026, Edgemode, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $1…
Company context
Current securities
Recent company filings
- Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity SecuritiesOct 23, 2026
- Other EventsOct 16, 2026
- Entry into a Material Definitive Agreement · Unregistered Sales of Equity SecuritiesAug 21, 2026
- 10-Q filingAug 14, 2026
- DEF 14C filingJul 24, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement and Promissory
Note
On July 8, 2026, Edgemode, Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”),
pursuant to which the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $129,600
(the “Promissory Note”) for which the Company received net proceeds of $100,000. The proceeds from the sale of the Promissory
Note shall be used for working capital. In addition, the Company paid $8,000 to the Investor and its counsel for legal and due diligence
fees.
The Promissory Note bears a one-time interest
charge of 15% which was applied to the principal on the issuance date (22% if any amount of principal or interest is not paid when due)
and has a maturity date of April 15, 2027. The Promissory Note is convertible into common stock of the Company at any time following an
event of default. The conversion price shall be 61% of the lowest trading price of the Company’s common stock at closing during
the 20 trading days prior to the conversion date. The outstanding principal and accrued interest shall be paid in four monthly payments
as follows: (i) $74,520 on January 15, 2027, (ii) $24,840 on February 15, 2027, (iii) $24,840 on March 15, 2027 and (iv) $24,840 on April
15, 2027.
The Promissory Note provides for standard and
customary events of default such as failing to timely make payments under the Promissory Note when due, the failure of the Company to
timely comply with the Securities Exchange Act of 1934 reporting requirements and the cessation of operations. At no time may the Promissory
Note be converted into shares of the Company’s common stock if such conversion would result in the Investor, or its affiliates,
owning an aggregate of more than 4.99% of the then outstanding shares of the Company’s common stock.
The Promissory Notes were and shall be issued
in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
The description of the Purchase Agreement and
the Promissory Note are not complete and are qualified in their entirety by the full text of the Purchase Agreement and the Promissory
Note, filed herewith as Exhibits 10.1 and 10.2 which are incorporated by reference into this Item 1.01.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
The information provided above in Item 1.01 herein is incorporated
by reference into this Item 3.02.