UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 15, 2025, Edgemode, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Promissory Note 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 $81,600 (the “Promissory Note”). The Company received net proceeds of $60,000 in consideration of issuance of the Promissory Note. 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 carries a one-time interest charge of 13% which was applied on the issuance date to the principal (22% upon the occurrence of an event of default) and has a maturity date of May 15, 2026. The Promissory Note is convertible into common shares of the Company at any time following an event of default. The conversion price shall be 71% of the lowest trading price of the Company’s common stock 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) $46,920 on February 15, 2026, (ii) $15,640 on March 15, 2026, (iii) $15,640 on April 15, 2026, and (iv) $15,640 on May 15, 2026.
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 failure to maintain a listing on the OTC Markets. The Promissory Note also contains customary covenants. 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 Note was 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 Promissory Note Purchase Agreement and the Promissory Note are not complete and are qualified in its entirety by the full text of the Promissory Note 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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.
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.
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description | |
| 10.1 | Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC dated August 15, 2025 | |
| 10.2 | Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC dated August 15, 2025 | |
| 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: August 26, 2025 | By: | /s/ Charlie Faulkner |
| Name: | Charlie Faulkner | |
| Title: | Chief Executive Officer | |
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