Edgemode, Inc. Files 8-K on Agreements and Equity Sales
Ticker: EDGM · Form: 8-K · Filed: Aug 26, 2025 · CIK: 1652958
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
TL;DR
Edgemode Inc. dropped an 8-K detailing new debt/equity deals and sales.
AI Summary
On August 15, 2025, Edgemode, Inc. entered into a material definitive agreement, likely related to a financial obligation. The company also reported on the creation of a direct financial obligation or off-balance sheet arrangement and unregistered sales of equity securities. The filing includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant financial and corporate actions by Edgemode, Inc., including potential new debt or equity issuances and material agreements.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.
Key Players & Entities
- Edgemode, Inc. (company) — Registrant
- August 15, 2025 (date) — Earliest event reported
- Nevada (jurisdiction) — State of incorporation
- FOURTH WAVE ENERGY, INC. (company) — Former company name
- PIERRE CORP. (company) — Former company name
- Wadena Corp. (company) — Former company name
FAQ
What type of material definitive agreement did Edgemode, Inc. enter into?
The filing indicates Edgemode, Inc. entered into a material definitive agreement, but the specific nature of the agreement is not detailed in the provided text.
What is the significance of the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' item?
This item signifies that Edgemode, Inc. has undertaken new financial commitments, which could impact its balance sheet and financial health.
What does the 'Unregistered Sales of Equity Securities' item imply?
This suggests that Edgemode, Inc. has issued equity that was not registered with the SEC, which may have specific implications for investors and regulatory compliance.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on August 15, 2025.
What were Edgemode, Inc.'s former company names?
Edgemode, Inc. was formerly known as FOURTH WAVE ENERGY, INC., PIERRE CORP., and Wadena Corp.
Filing Stats: 855 words · 3 min read · ~3 pages · Grade level 10.5 · Accepted 2025-08-26 11:56:59
Key Financial Figures
- $81,600 — missory note in the principal amount of $81,600 (the "Promissory Note"). The Company re
- $60,000 — ). The Company received net proceeds of $60,000 in consideration of issuance of the Pro
- $8,000 — capital. In addition, the Company paid $8,000 to the Investor and its counsel for leg
- $46,920 — n four monthly payments as follows: (i) $46,920 on February 15, 2026, (ii) $15,640 on M
- $15,640 — (i) $46,920 on February 15, 2026, (ii) $15,640 on March 15, 2026, (iii) $15,640 on Apr
Filing Documents
- edgemode_8k.htm (8-K) — 29KB
- edgemode_ex1001.htm (EX-10.1) — 70KB
- edgemode_ex1002.htm (EX-10.2) — 84KB
- 0001683168-25-006464.txt ( ) — 379KB
- fwav-20250815.xsd (EX-101.SCH) — 3KB
- fwav-20250815_lab.xml (EX-101.LAB) — 33KB
- fwav-20250815_pre.xml (EX-101.PRE) — 22KB
- edgemode_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
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 Compa
03 Creation of a Direct Financial Obligation
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.
02 Unregistered Sales of Equity Securities
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.
01 Financial Statements and Exhibits
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) 2
SIGNATURES
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 3