UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Item 1.02 Termination of a Material Definitive Agreement.
Effective April 7, 2025 Edgemode, Inc. (the “Company”) entered into a Share Exchange Agreement by and among the Company, Synthesis Analytics Production Ltd. and Adler Capital Limited (the “SEA”) and an Employment Agreement between the Company and Mr. Niclas Adler (the “Employment Agreement”). The Employment Agreement was subsequently terminated. The Company has recently discovered that Synthesis Analytics Production Ltd. and Adler Capital Limited breached material representations and warranties under the SEA. Pursuant to a letter dated December 8, 2025, the Company intends to seek rescission of the SEA and rescind the shares of Company common stock issued to Adler Capital Limited issued pursuant to the SEA and terminate an option to purchase common stock issued to Mr. Adler under the Employment Agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of Synthesis Analytics Production Ltd. were encumbered at the time of the closing of the SEA and remain encumbered and subject to liens.
Additionally, as a result of the Company’s intention to rescind the SEA, that certain Master Services Agreement entered into on January 21, 2025 with Cudo Ventures Ltd. was terminated and the Company is obligated to refund the deposit paid thereunder.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth below under Item 5.02 regarding the issuance of the Conversion Shares (as defined below) to the officers and directors of the Company is incorporated herein by reference. Each of the officers is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Act), and the Company issued the securities in reliance upon an exemption from registration contained in Section 3(a)(9) under the Act. The securities contain a legend restricting their transferability absent registration or applicable exemption.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Under the terms of the respective employment agreements of Charles Faulkner and Simon Wajcenberg, Mr. Faulkner and Mr. Wajcenberg each have accrued salaries of $386,000 as of October 31, 2025 (each an “Accrued Salary” and collectively, the “Accrued Salaries”). On December 10, 2025 (the “Effective Date”), in full satisfaction of the entirety of the Accrued Salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company issued 1 share of Series D Preferred Stock (the “Conversion Shares”) to each of Charles Faulkner and Simon Wajcenberg (the “Share Conversions”).
The foregoing descriptions of the Share Conversions are qualified in their entirety by the full text of each conversion letter agreement, which are filed herewith as Exhibits 10.1 and 10.2.
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Item 5.03 Amendments to Articles of or Bylaws; Change in Fiscal Year.
On December 10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”). Pursuant to the Certificate of Designation, the Company’s Board of Directors designated a new series of the Company’s preferred stock, the Series D Preferred Stock, par value $0.001 per share. The Certificate of Designation authorized the Company to issue 2 shares of Series D Preferred Stock.
Pursuant to the Certificate of Designation, holders of Series D Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Company’s common stock.
The foregoing description of the Certificate of Designation and Series D Preferred Stock does not purport to be complete and is qualified in its entirety by the Certificate of Designation, which is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3.1 | Certificate of Designation of Series D Preferred Stock | Filed | ||||||||
| 10.1 | Simon Wajcenberg Conversion Letter Agreement dated December 10, 2025 | Filed | ||||||||
| 10.2 | Charles Faulkner Conversion Letter Agreement dated December 10, 2025 | Filed | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Edgemode, Inc. | ||
| Dated: December 11, 2025 | By: | /s/ Charlie Faulkner |
| Name: | Charlie Faulkner | |
| Title: | Chief Executive Officer | |
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