Edgemode, Inc. Files 8-K with Material Agreements & Officer Changes

TL;DR

Edgemode (EMOD) filed an 8-K detailing new debt, equity sales, and exec changes. Watch closely.

AI Summary

Edgemode, Inc. filed an 8-K on September 5, 2025, reporting several key events. These include entering into a material definitive agreement, creating a direct financial obligation, unregistered sales of equity securities, and changes in directors and officers. The company, formerly known as Fourth Wave Energy, Inc., is incorporated in Nevada and operates in the home health care services sector.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and potential equity issuances, which could impact the company's financial structure and leadership.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and new financial obligations, which can introduce financial and operational risks.

Key Numbers

• 20250905 — Filing Date (Date the 8-K was filed with the SEC.)
• 20250901 — Period of Report (The period to which the reported information pertains.)

Key Players & Entities

• Edgemode, Inc. (company) — Filer
• Fourth Wave Energy, Inc. (company) — Former company name
• PIERRE CORP. (company) — Former company name
• Wadena Corp. (company) — Former company name
• 8082 (dollar_amount) — Standard Industrial Classification Code

FAQ

Key Financial Figures

• $172,500 — ust 20, 2025 in the principal amount of $172,500 (the "First Promissory Note") for which
• $150,000 — ch the Company received net proceeds of $150,000. Pursuant to the Promissory Note Purcha
• $115,000 — fined below) in the principal amount of $115,000 (the "Second Promissory Note") for whic
• $100,000 — e Company shall receive net proceeds of $100,000 (collectively, the First and Second Pro
• $0.01 — default. The conversion price shall be $0.01 per share (the "Fixed Price"), however,
• $0.0075 — hen the Fixed Price shall be lowered to $0.0075 per share. In the event that the Compan
• $50,000,000 — d the Investor agreed to purchase up to $50,000,000 (the "Commitment Amount") of the Compan
• $0.001 — f the Company's common stock, par value $0.001 per share (the "Purchase Shares"). The

Filing Documents

• edgemode_8k.htm (8-K) — 37KB
• edgemode_ex1001.htm (EX-10.1) — 77KB
• edgemode_ex1002.htm (EX-10.2) — 114KB
• edgemode_ex1003.htm (EX-10.3) — 195KB
• edgemode_ex1004.htm (EX-10.4) — 96KB
• 0001683168-25-006726.txt ( ) — 789KB
• edgm-20250901.xsd (EX-101.SCH) — 3KB
• edgm-20250901_lab.xml (EX-101.LAB) — 33KB
• edgm-20250901_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. Promissory Note Purchase Agreement On September 2, 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 effective August 20, 2025 in the principal amount of $172,500 (the "First Promissory Note") for which the Company received net proceeds of $150,000. Pursuant to the Promissory Note Purchase Agreement, the Company shall also sell the Investor an unsecured original discount promissory note to be effective five days after the filing of the ELOC Registration Statement (as defined below) in the principal amount of $115,000 (the "Second Promissory Note") for which the Company shall receive net proceeds of $100,000 (collectively, the First and Second Promissory Notes shall be referred to as the "Promissory Notes"). The proceeds from the sale of the Promissory Notes shall be used for working capital. The Promissory Notes carry an interest rate of 12%, which shall be applied to the principal on the issuance date of the respective Promissory Note, and is payable on the maturity date of August 31, 2026. The Promissory Notes are convertible into common stock of the Company at any time after the 180 th daily anniversary of the Promissory Notes or at any time following an event of default. The conversion price shall be $0.01 per share (the "Fixed Price"), however, if 6 months after the date of issuance the Company's common stock trades below $0.01 for more than 5 consecutive trading days, then the Fixed Price shall be lowered to $0.0075 per share. In the event that the Company's common stock trades below $0.0075 per share for more than 5 consecutive trading days, then the Fixed Price shall be eliminated and the conversion price shall reset to the lowest traded price throughout the period of default and sh

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 regarding the issuance of 25,000,000 commitment shares is incorporated by reference into this Item 3.02. Additionally, on September 4, 2025, the Company issued a consultant 7,500,000 shares of restricted common stock pursuant to an amendment to a services agreement between the Company and the consultant dated April 25, 2025. The commitment shares issued to the Investor and shares issued to the consultant were each issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 1, 2025, Dr. Niclas Adler notified the Company of his resignation as Chief Technology Officer and as a member of the Company's Board of Directors (the "Board") effective as of September 1, 2025. Dr. Adler's resignation did not involve any disagreement with the Board, the Company or its management on any matter relating to the Company's operations, policies, or practices.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 10.1 Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 2, 2025 10.2 First Promissory Note issued by Edgemode, Inc. in favor of ClearThink Capital Partners, LLC dated August 20, 2025 10.3 Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 4, 2025 10.4 Registration Rights Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 4, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 3

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: September 5, 2025 By: /s/ Charlie Faulkner Name: Charlie Faulkner Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR