Edgemode, Inc. Files 8-K on Material Agreement & Debt
Ticker: EDGM · Form: 8-K · Filed: Sep 15, 2025 · CIK: 1652958
Sentiment: neutral
Topics: material-agreement, debt, equity-sale
TL;DR
Edgemode just dropped an 8-K: material agreement, new debt, and equity sales. Big moves happening.
AI Summary
On September 9, 2025, Edgemode, Inc. filed an 8-K reporting a material definitive agreement and the creation of a direct financial obligation. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits. Edgemode, Inc. was formerly known as Fourth Wave Energy, Inc., Pierre Corp., and Wadena Corp.
Why It Matters
This filing indicates Edgemode, Inc. has entered into a significant agreement and incurred a financial obligation, which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing details a material definitive agreement, a direct financial obligation, and unregistered sales of equity, all of which can introduce financial and operational risks.
Key Players & Entities
- Edgemode, Inc. (company) — Registrant
- September 9, 2025 (date) — Date of earliest event reported
- Fourth Wave Energy, Inc. (company) — Former company name
- Pierre Corp. (company) — Former company name
- Wadena Corp. (company) — Former company name
FAQ
What is the nature of the material definitive agreement entered into by Edgemode, Inc. on September 9, 2025?
The filing indicates a material definitive agreement was entered into, but the specific details of the agreement are not provided in the summary information.
What is the direct financial obligation created by Edgemode, Inc.?
The filing confirms the creation of a direct financial obligation, but the specific terms and amount are not detailed in the provided summary.
What were the circumstances of the unregistered sales of equity securities?
The filing reports unregistered sales of equity securities, but the quantity, price, and recipients are not specified in the summary.
When did Edgemode, Inc. change its name from Fourth Wave Energy, Inc.?
Edgemode, Inc. was formerly known as Fourth Wave Energy, Inc., with a date of name change not specified in the provided summary.
What is Edgemode, Inc.'s Standard Industrial Classification?
Edgemode, Inc.'s Standard Industrial Classification is SERVICES-HOME HEALTH CARE SERVICES [8082].
Filing Stats: 854 words · 3 min read · ~3 pages · Grade level 10.3 · Accepted 2025-09-12 17:50:22
Key Financial Figures
- $81,600 — missory note in the principal amount of $81,600 (the "Promissory Note") for which the C
- $68,000 — ch the Company received net proceeds of $68,000. The proceeds from the sale of the Prom
- $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 March 15, 2026, (ii) $15,640 on Apri
- $15,640 — ws: (i) $46,920 on March 15, 2026, (ii) $15,640 on April 15, 2026, (iii) $15,640 on May
Filing Documents
- edgemode_8k.htm (8-K) — 30KB
- edgemode_ex1001.htm (EX-10.1) — 70KB
- edgemode_ex1002.htm (EX-10.2) — 82KB
- 0001683168-25-006935.txt ( ) — 376KB
- edgm-20250909.xsd (EX-101.SCH) — 3KB
- edgm-20250909_lab.xml (EX-101.LAB) — 33KB
- edgm-20250909_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 September 9, 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") for which the Company received net proceeds of $68,000. 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 carries a one-time interest charge of 15% which was applied to the principal on the issuance date (22% upon the occurrence of an event of default) and has a maturity date of June 15, 2026. The Promissory Note is convertible into common stock 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 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) $46,920 on March 15, 2026, (ii) $15,640 on April 15, 2026, (iii) $15,640 on May 15, 2026, and (iv) $15,640 on June 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
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 Vanquish Funding Group Inc. dated September 9, 2025 10.2 Promissory Note issued by Edgemode, Inc. in favor of Vanquish Funding Group Inc. dated September 9, 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: September 12, 2025 By: /s/ Charlie Faulkner Name: Charlie Faulkner Title: Chief Executive Officer 3