Edgemode, Inc. Reports Unregistered Equity Sales
Ticker: EDGM · Form: 8-K · Filed: Oct 20, 2025 · CIK: 1652958
| Field | Detail |
|---|---|
| Company | Edgemode, INC. (EDGM) |
| Form Type | 8-K |
| Filed Date | Oct 20, 2025 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.005, $500,000, $250,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-securities, equity-sale, 8-k
TL;DR
Edgemode sold unregistered shares on Oct 14th. Watch for dilution.
AI Summary
Edgemode, Inc. filed an 8-K on October 20, 2025, reporting unregistered sales of equity securities and other events that occurred on October 14, 2025. 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 filing indicates potential dilution for existing shareholders due to the issuance of unregistered equity securities, which could impact the stock price.
Risk Assessment
Risk Level: medium — Unregistered sales of equity securities can lead to dilution and may signal financial distress or a need for capital.
Key Players & Entities
- Edgemode, Inc. (company) — Registrant
- October 14, 2025 (date) — Date of earliest event reported
- October 20, 2025 (date) — Filing date
- Fourth Wave Energy, Inc. (company) — Former company name
- Nevada (jurisdiction) — State of incorporation
FAQ
What type of equity securities were sold unregistered?
The filing does not specify the type of equity securities sold unregistered, only that such sales occurred.
Were these sales to accredited investors?
The filing does not provide details on the nature of the purchasers, only that the sales were unregistered.
What is the reason for the unregistered sale of equity securities?
The filing does not disclose the specific reason for the unregistered sale of equity securities.
What other events are being reported in this 8-K?
The filing lists 'Unregistered Sales of Equity Securities' and 'Other Events' as the items being reported.
When was Edgemode, Inc. formerly known as Fourth Wave Energy, Inc.?
The date of name change from Fourth Wave Energy, Inc. to Edgemode, Inc. was April 15, 2020.
Filing Stats: 801 words · 3 min read · ~3 pages · Grade level 11.3 · Accepted 2025-10-20 08:02:37
Key Financial Figures
- $0.005 — 2 shares of common stock exercisable at $0.005 per share; Option issued September 12
- $500,000 — to (i) pay BAIF a total cash payment of $500,000, of which the Company previously paid 5
- $250,000 — e Company's common stock. The remaining $250,000 is payable, and the warrants are issuab
Filing Documents
- edgemode_8k.htm (8-K) — 31KB
- 0001683168-25-007647.txt ( ) — 188KB
- edgm-20251014.xsd (EX-101.SCH) — 3KB
- edgm-20251014_lab.xml (EX-101.LAB) — 33KB
- edgm-20251014_pre.xml (EX-101.PRE) — 22KB
- edgemode_8k_htm.xml (XML) — 3KB
02 Unregistered Sales of Securities
Item 3.02 Unregistered Sales of Securities. On October 14, 2025, Simon Wajcenberg, the Chief Financial Officer and member of the board of directors of Edgemode, Inc. (the "Company"), exercised options to purchase an aggregate of 442,792,088 shares of the Company's common stock. The options were exercised pursuant to the following grants: Option issued on January 31, 2022, as amended on January 25, 2023 and April 2, 2025 to purchase 31,979,352 shares of common stock exercisable at $0.005 per share; Option issued September 12, 2022, as amended on March 3, 2023 and April 2, 2025 to purchase 76,619,603 shares of common stock exercisable at $0.005 per share; Option issued on March 3, 2023, as amended on April 2, 2025 to purchase 77,000,000 shares of common stock exercisable at $0.005; and Option issued on April 7, 2025 to purchase 257,193,133 shares of common stock exercisable at $0.005 per share. Mr. Wajcenberg exercised the options on a net exercise basis and the Company withheld 38,786,973 shares of common stock for the cost of the exercise. The Company issued a total of 404,005,115 shares of restricted common stock to Mr. Wajcenberg upon completion of the exercise. The issuance of the restricted shares of common stock was exempt from registration pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
01 Other Events
Item 8.01 Other Events On October 15, 2025, Edgemode, Inc. (the "Company") entered into a legally binding memorandum of understanding (the "MOU") with Blackberry AIF, a company registered in the Kingdom of Spain ("BAIF"), pursuant to which BAIF agreed to assist in the Company's plan to develop, build and operate high-performance computing datacenters. Under the MOU, BAIF agreed to transfer its assets, including 5 sites and properties for the development of potential datacenters located in Malpica, Caceres, Vianos, Cordoba and Torrecampo, Spain (the "Asset Acquisition"), into a newly formed special purpose vehicle incorporated in the Cayman Islands (the "SPV"). The Company will own 75% of the equity interests and BAIF will own the remaining 25% in the SPV. In exchange for the Company's 50% of on September 19, 2025, and (ii) issue to BAIF warrants to purchase at least 250,000,000 shares of the Company's common stock. The remaining $250,000 is payable, and the warrants are issuable, upon execution and delivery of the definitive transaction documents. The warrants will have customary terms to be set forth in a warrant agreement between the Company and BAIF. The Company and BAIF agreed to negotiate and execute a definitive purchase agreement and SPV organizational documents within 30 days of execution of the MOU, although there are no assurances that the Asset Acquisition will be completed. 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: October 20, 2025 By: /s/ Charlie Faulkner Name: Charlie Faulkner Title: Chief Executive Officer 3