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BCS

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…

Filed Jul 14, 2026Accepted Jul 14, 2026, 4:05 PM EDTCIK 1652958Accession 0001683168-26-005525
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Company context

Current securities

Historical securities (4)

Recent company filings

  1. 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
  2. Other EventsOct 16, 2026
  3. Entry into a Material Definitive Agreement · Unregistered Sales of Equity SecuritiesAug 21, 2026
  4. 10-Q filingAug 14, 2026
  5. DEF 14C filingJul 24, 2026

Disclosure sections

Items 1.01, 3.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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.

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