Edgemode, Inc. Files 8-K for Material Agreement and Equity Sales
Ticker: EDGM · Form: 8-K · Filed: Sep 29, 2025 · CIK: 1652958
| Field | Detail |
|---|---|
| Company | Edgemode, INC. (EDGM) |
| Form Type | 8-K |
| Filed Date | Sep 29, 2025 |
| Risk Level | medium |
| Pages | 8 |
| Reading Time | 10 min |
| Key Dollar Amounts | $115,000, $100,000, $0.01, $0.0075, $1,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, financial-obligation
TL;DR
Edgemode (EDGM) filed an 8-K for a new material agreement and equity sales. Watch for dilution.
AI Summary
On September 23, 2025, Edgemode, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported unregistered sales of equity securities. 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 that creates a financial obligation and has also issued new equity, which could impact its financial structure and shareholder value.
Risk Assessment
Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and potential dilution.
Key Players & Entities
- Edgemode, Inc. (company) — Registrant
- 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 23, 2025?
The filing indicates Edgemode, Inc. entered into a material definitive agreement on September 23, 2025, which resulted in a direct financial obligation for the registrant.
What type of financial obligation was created by the agreement?
The agreement created a direct financial obligation or an obligation under an off-balance sheet arrangement of the registrant.
Were there any unregistered sales of equity securities reported?
Yes, the filing explicitly lists 'Unregistered Sales of Equity Securities' as an item of information.
When was Edgemode, Inc. formerly known as Fourth Wave Energy, Inc.?
Edgemode, Inc. was formerly known as Fourth Wave Energy, Inc. as of April 15, 2020.
What is Edgemode, Inc.'s state of incorporation and fiscal year end?
Edgemode, Inc. is incorporated in Nevada and its fiscal year ends on December 31.
Filing Stats: 2,414 words · 10 min read · ~8 pages · Grade level 12.6 · Accepted 2025-09-29 16:02:39
Key Financial Figures
- $115,000 — missory note in the principal amount of $115,000 (the "LGH Promissory Note") for which t
- $100,000 — ch the Company received net proceeds of $100,000. The proceeds from the sale of the LGH
- $0.01 — te of issuance at a conversion price of $0.01 per share. In the event that, beginning
- $0.0075 — ys, the conversion price shall reset to $0.0075. If the Company's common stock is less
- $1,000 — f default and shall accrue a penalty of $1,000 per day until the default is remedied.
- $143,750 — missory note in the principal amount of $143,750 (the "Crom Promissory Note") for which
- $125,000 — ch the Company received net proceeds of $125,000. The proceeds from the sale of the Crom
- $6,000 — m Commitment Shares"). The Company paid $6,000 to Crom and its counsel for legal fees.
- $0 — prior to the date of conversion or (ii) $0.01, subject to adjustment as provided i
Filing Documents
- edgemode_8k.htm (8-K) — 46KB
- edgemode_ex1001.htm (EX-10.1) — 44KB
- edgemode_ex1002.htm (EX-10.2) — 57KB
- edgemode_ex1003.htm (EX-10.3) — 216KB
- edgemode_ex1004.htm (EX-10.4) — 140KB
- edgemode_ex1005.htm (EX-10.5) — 207KB
- edgemode_ex1006.htm (EX-10.6) — 139KB
- 0001683168-25-007301.txt ( ) — 1223KB
- edgm-20250923.xsd (EX-101.SCH) — 3KB
- edgm-20250923_lab.xml (EX-101.LAB) — 33KB
- edgm-20250923_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 23, 2025, Edgemode, Inc. (the "Company") entered into a Securities Purchase Agreement (the "LGH Purchase Agreement") with LGH Investments, LLC, an accredited investor ("LGH"), dated September 18, 2025. Pursuant to the LGH Purchase Agreement, the Company sold LGH an unsecured original issue discount promissory note in the principal amount of $115,000 (the "LGH Promissory Note") for which the Company received net proceeds of $100,000. The proceeds from the sale of the LGH Promissory Note shall be used for working capital. Pursuant to the LGH Purchase Agreement, as consideration for the purchase of the LGH Promissory Note, the Company also issued 3,400,000 shares of the Company's common stock to LGH (the "Inducement Shares"). The LGH Promissory Note carries a one-time interest charge of 8%, which was applied to the principal on the issuance date, and matures on June 18, 2026. The LGH Promissory Note is convertible into common stock of the Company at any time after the date of issuance at a conversion price of $0.01 per share. In the event that, beginning 6 months after the date of issuance, the closing price of the Company's common stock is less than $0.01 per share for more than 5 consecutive trading days, the conversion price shall reset to $0.0075. If the Company's common stock is less than $0.0075 for more than 5 consecutive trading days, the conversion price shall reset to 70% of the lowest closing price of the Company's common stock on its principal trading market during the 15 trading days preceding the date of conversion. The LGH Promissory Note provides for standard and customary events of default such as failing to timely make payments under the LGH Promissory Note when due, the failure of the Company to timely comply with its reporting requirements with the Securities and Exchange Commission and the failure to maintain a listing on the OTC Markets. Upon the occurrence of an event of defau
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 LGH Investments, LLC dated September 18, 2025 and effective September 23, 2025 10.2 Promissory Note issued by Edgemode, Inc. in favor of LGH Investments, LLC dated September 18, 2025 10.3 Securities Purchase Agreement between Edgemode, Inc. and Crom Structured Opportunities Fund I, LP dated September 22, 2025 and effective September 23, 2025 10.4 Promissory Note issued by Edgemode, Inc. in favor of Crom Structured Opportunities Fund I, LP dated September 22, 2025 10.5 Securities Purchase Agreement between Edgemode, Inc. and Jefferson Street Capital, LLC dated September 22, 2025 and effective September 23, 2025 10.6 Promissory Note issued by Edgemode, Inc. in favor of Jefferson Street Capital, LLC dated September 22, 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 4
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 29, 2025 By: /s/ Charlie Faulkner Name: Charlie Faulkner Title: Chief Executive Officer 5