Edgemode Files S-1 for ClearThink Resale, Eyes $4.86M Equity Line

TL;DR

**Edgemode's S-1 reveals a dilutive equity line with ClearThink, a desperate move for a microcap that will crush existing shareholders.**

AI Summary

Edgemode, Inc. (EDGM) filed an S-1 to register up to 162,000,000 shares of common stock for resale by ClearThink Capital Partners, LLC, stemming from an equity line of credit established on September 4, 2025. Edgemode, a Nevada corporation, aims to provide digital infrastructure colocation and high-performance computing (HPC) hosting services, targeting hyperscale cloud providers and enterprises. The company will not receive proceeds from the Selling Stockholder's resale, but anticipates up to $4,860,000 in gross proceeds from future stock sales to ClearThink under the Purchase Agreement, assuming an average price of $0.04 per share. This funding is earmarked for working capital and general corporate purposes. Edgemode previously issued 25,000,000 restricted Commitment Shares to ClearThink and sold three unsecured original issue discount promissory notes totaling $575,000 in principal, yielding net proceeds of $500,000, also for working capital. A significant risk highlighted is substantial dilution for existing shareholders due to the equity line of credit, alongside potential stock price declines and funding uncertainty.

Why It Matters

This S-1 filing signals Edgemode's intent to raise capital through an equity line of credit with ClearThink Capital Partners, LLC, which could provide up to $4.86 million for its digital infrastructure and HPC hosting ambitions. For investors, this means significant potential dilution as 162,000,000 shares are registered for resale, representing a substantial portion of the 2,883,802,634 shares currently outstanding. Employees and customers might see this as a move to secure growth capital, but the 'high degree of risk' cited, including stock price declines, could impact market confidence. In the competitive cloud and AI infrastructure space, securing funding is crucial, but the terms of this equity line could put downward pressure on EDGM's stock, currently trading at $0.039.

Risk Assessment

Risk Level: high — The filing explicitly states, 'Investing in our securities involves a high degree of risk' and lists 'substantial dilution, significant declines in our stock price and our inability to draw sufficient funds when needed' as key risks. The potential issuance of up to 162,000,000 shares for resale, compared to 2,883,802,634 shares outstanding, represents a significant dilutive event, especially given the current stock price of $0.039 per share.

Analyst Insight

Investors should exercise extreme caution and consider avoiding EDGM shares given the substantial dilution risk from the 162,000,000 shares registered for resale and the equity line of credit. Existing shareholders should prepare for potential significant downward pressure on the stock price as ClearThink liquidates its holdings.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• 162,000,000 — Shares of common stock registered for resale (Represents potential dilution for existing shareholders from ClearThink's resale.)
• $0.001 — Par value per share (Standard par value for Edgemode's common stock.)
• 2,883,802,634 — Common stock outstanding immediately prior to this offering (Baseline for calculating potential dilution from the 162,000,000 shares.)
• $0.039 — Last reported sales price on OTCID Basic Market (Market price on October 21, 2025, indicating microcap status.)
• $4,860,000 — Anticipated aggregate gross proceeds from equity line (Based on an assumed average price of $0.04 per share, this is the capital Edgemode expects to raise.)
• 25,000,000 — Commitment Shares issued to Selling Stockholder (Shares issued to ClearThink as part of the Purchase Agreement, not registered for resale in this S-1.)
• $500,000 — Net proceeds from ClearThink Promissory Notes (Funds received from the sale of three unsecured promissory notes totaling $575,000 in principal.)
• 9.99% — Beneficial Ownership Limitation (Maximum percentage of outstanding shares ClearThink and its affiliates can beneficially own.)
• 70%-85% — Purchase price percentage of lowest daily closing prices (The discount at which ClearThink purchases shares, depending on stock price.)
• 24-month — Duration of Purchase Agreement (The period over which Edgemode can draw funds from the equity line.)

Key Players & Entities

• Edgemode, Inc. (company) — Registrant and digital infrastructure provider
• ClearThink Capital Partners, LLC (company) — Selling Stockholder and equity line provider
• Simon Wajcenberg (person) — Chief Financial Officer of Edgemode, Inc.
• Brian A. Pearlman, Esq. (person) — Legal counsel from Nason Yeager Gerson Harris & Fumero P.A.
• Brian S. Bernstein, Esq. (person) — Legal counsel from Nason Yeager Gerson Harris & Fumero P.A.
• Joshua S. Battat, Esq. (person) — Legal counsel from Nason Yeager Gerson Harris & Fumero P.A.
• Securities and Exchange Commission (regulator) — Regulatory body overseeing the S-1 filing
• $4,860,000 (dollar_amount) — Maximum aggregate gross proceeds Edgemode expects from the equity line
• $50,000,000 (dollar_amount) — Maximum aggregate gross proceeds Edgemode may receive from ClearThink under the Purchase Agreement
• $0.039 (dollar_amount) — Last reported sales price of EDGM common stock on October 21, 2025

FAQ

Risk Factors

• Difficulty Raising Capital [high — financial]: Edgemode requires approximately $70,000,000 to develop its operations and satisfy outstanding debt. The company may have difficulty raising this capital due to market volatility, the pre-revenue status of its SAPL acquisition, lack of a public market for its stock, and competitive technology development. Failure to secure sufficient financing could lead to inability to monetize SAPL assets, default on debt, and significant curtailment of operations.
• Dependence on Data Center Demand [high — market]: Edgemode's business model relies on owning, acquiring, developing, and operating data centers. A reduction in demand for data center space, power, or connectivity would have a disproportionately adverse effect on the company's business and financial condition compared to businesses with more specialized uses.
• Significant Dilution from Equity Line [high — financial]: The registration of 162,000,000 shares for resale by ClearThink Capital Partners, LLC, stemming from an equity line of credit, poses a substantial risk of dilution for existing shareholders. The company anticipates up to $4,860,000 in gross proceeds from future stock sales to ClearThink, assuming an average price of $0.04 per share, which is significantly below the current market price of $0.039.
• Uncertainty of SAPL Revenue Generation [medium — financial]: Edgemode acquired Synthesis Analytics Production Ltd (SAPL) in April 2025. SAPL has not generated any revenue to date and is not expected to do so until late-2025 or beyond, subject to sufficient capital availability. This pre-revenue status introduces significant risk regarding the company's ability to achieve its projected revenues and financial targets.

Industry Context

Edgemode is entering the digital infrastructure colocation and high-performance computing (HPC) hosting market, a sector dominated by large hyperscale cloud providers and established enterprises. This industry is characterized by high capital expenditure requirements for data center development and significant demand for computing power driven by AI, big data analytics, and cloud services. Competition is intense, requiring companies to offer competitive pricing, advanced technology, and reliable infrastructure to attract and retain clients.

Regulatory Implications

As a publicly traded company filing an S-1, Edgemode is subject to SEC regulations and disclosure requirements. The registration of a large number of shares for resale by a single entity raises scrutiny regarding market manipulation and the impact on public float. Compliance with ongoing reporting obligations and securities laws is critical for maintaining its public status.

What Investors Should Do

1. Evaluate the substantial dilution risk.
2. Assess the viability of Edgemode's pre-revenue SAPL acquisition.
3. Monitor capital raising efforts and market conditions.
4. Consider the terms of the equity line of credit.

Key Dates

• 2025-09-04: Equity Line of Credit Established — Edgemode established an equity line of credit with ClearThink Capital Partners, LLC, allowing for the registration of up to 162,000,000 shares for resale, indicating a significant future funding mechanism with potential for dilution.
• 2025-04: Acquisition of Synthesis Analytics Production Ltd (SAPL) — Edgemode acquired SAPL, a pre-revenue entity, which is a key part of its future operations but requires substantial capital and has uncertain revenue generation timelines.
• 2025-10-21: Last Reported Sales Price on OTCID Basic Market — The stock traded at $0.039, highlighting its microcap status and the potential for significant price fluctuations and dilution from the equity line.

Glossary

S-1

A registration statement filed with the U.S. Securities and Exchange Commission (SEC) by companies planning to offer securities to the public. It contains detailed information about the company's business, financial condition, and the securities being offered. (This document is the S-1 filing for Edgemode, Inc., detailing its proposed public offering and related financial and operational information.)

Equity Line of Credit

A financing arrangement where a company can sell shares of its stock to an investor at its discretion over a specified period, typically at a discount to the market price. (Edgemode has established an equity line of credit with ClearThink Capital Partners, LLC, allowing it to draw funds by selling stock, which is a primary source of anticipated capital but also a source of significant dilution.)

Selling Stockholder

An existing shareholder who is registering their shares for resale to the public through a company's registration statement. (ClearThink Capital Partners, LLC is the Selling Stockholder in this S-1, registering up to 162,000,000 shares acquired through an equity line of credit.)

High-Performance Computing (HPC) Hosting

Services that provide specialized infrastructure and computing power for demanding computational tasks, often used by large enterprises and cloud providers. (This is a core service Edgemode aims to provide, indicating its target market and the technical nature of its business.)

Dilution

The reduction in the ownership percentage of existing shareholders when a company issues new shares. (A major risk highlighted in the S-1 is substantial dilution for existing shareholders due to the large number of shares being registered for resale under the equity line of credit.)

Commitment Shares

Shares issued to an investor as part of an agreement, often as a commitment fee or incentive, which may or may not be registered for resale. (Edgemode issued 25,000,000 Commitment Shares to ClearThink as part of their Purchase Agreement, separate from the shares registered for resale.)

Original Issue Discount (OID) Promissory Notes

Debt instruments sold at a discount to their face value, with the discount representing implicit interest. (Edgemode previously raised $500,000 in net proceeds from selling $575,000 in principal of these unsecured notes, indicating past financing activities.)

Year-Over-Year Comparison

This S-1 filing represents a significant development for Edgemode, Inc., as it aims to register a large number of shares for resale by ClearThink Capital Partners, LLC, stemming from a new equity line of credit. Unlike previous filings which might have focused on initial operations or smaller financing rounds, this document highlights a substantial capital-raising strategy with inherent risks of significant shareholder dilution. The company's acquisition of the pre-revenue SAPL entity and its stated need for approximately $70 million in capital underscore a critical juncture, suggesting a shift towards aggressive growth and operational scaling, but also introducing heightened financial and operational risks.

Key Financial Figures

• $0.001 — (the "Company") common stock, par value $0.001 per share. The shares of common stock t
• $0.01 — ing prices if the stock is traded under $0.01 per share, (ii) 75% of the average of t
• $0.05 — if the stock is traded between $0.01 to $0.05 and (iii) 80% of the average of the two
• $0.25 — if the stock is traded between $0.05 - $0.25 and 85% of the average of the two lowes
• $0.039 — mon stock on The OTCID Basic Market was $0.039 per share. We are not selling any secu
• $0.04 — the two lowest daily closing prices is $0.04 cents per share, we will receive up to
• $4,860,000 — cents per share, we will receive up to $4,860,000 in aggregate gross proceeds. The actual
• $50,000,000 — mpany may receive from ClearThink up to $50,000,000 in aggregate gross proceeds from sales
• $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 agreement, the Company
• $115,000 — missory note in the principal amount of $115,000 (the "Second Promissory Note") for whic
• $100,000 — ch the Company received net proceeds of $100,000 (collectively, the First and Second Pro
• $287,500 — es in the aggregate principal amount of $287,500 shall be referred to as the "ClearThink
• $0.0075 — the Conversion Price will be reduced to $0.0075 per share. In the event that the Compan
• $250,000 — 0. The Company received net proceeds of $250,000 in consideration of issuance of the uns

Filing Documents

• edgemode_s1.htm (S-1) — 1243KB
• edgemode_ex2301.htm (EX-23.1) — 3KB
• edgemode_ex107.htm (EX-FILING FEES) — 13KB
• image_001.jpg (GRAPHIC) — 7KB
• 0001683168-25-007766.txt ( ) — 4745KB
• edgm-20250630.xsd (EX-101.SCH) — 33KB
• edgm-20250630_cal.xml (EX-101.CAL) — 39KB
• edgm-20250630_def.xml (EX-101.DEF) — 136KB
• edgm-20250630_lab.xml (EX-101.LAB) — 316KB
• edgm-20250630_pre.xml (EX-101.PRE) — 254KB
• edgemode_s1_htm.xml (XML) — 436KB
• edgemode_ex107_htm.xml (XML) — 4KB

Risk Factors

Risk Factors 6 The Committed Equity Financing 23

Use of Proceeds

Use of Proceeds 27 Market Information 28 Dividend Policy 29 The Selling Stockholder 29 Plan of Distribution 31

Description of Capital Stock

Description of Capital Stock 33 Certain Provisions of Nevada Law and of Our Certificate of Incorporation and Bylaws 34 Legal Matters 36 Experts 36 Information with Respect to the Company 36

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Other Expenses of Issuance and Distribution II-1 Indemnification of Directors and Officers II-1 Recent Sales of Unregistered Securities II-2 Exhibits and Financial Statement Schedules II-4 Undertakings II-5 i About This Prospectus This prospectus is part of a registration statement that we have filed with the SEC pursuant to which the Selling Stockholder named herein may, from time to time, offer and sell or otherwise dispose of the securities covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the Information Incorporated by Reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the captions "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" in this prospectus. Neither we nor the Selling Stockholder have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the securities covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of a

Use of proceeds

Use of proceeds We will not receive any of the proceeds from the sale of shares of our common stock offered by the Selling Stockholder. Additionally, we will not receive any proceeds from the issuance or sale of any Commitment Shares. We may receive up to $50,000,000 in aggregate gross proceeds from the Selling Stockholder under the Purchase Agreement in connection with sales of our shares of our common stock to the Selling Stockholder pursuant to the Purchase Agreement after the date of this prospectus. However, the actual proceeds may be less than this amount depending on the number of shares of our common stock sold and the price at which the shares of our common stock are sold and number of shares registered. We intend to use the net proceeds that we receive under the Purchase Agreement for working capital, repayment of recently issued promissory notes and other general corporate purposes. However, as of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. See " Use of Proceeds " on page 27 of this prospectus. Stock Symbol EDGM Transfer Agent and Registrar Empire Stock Transfer, Inc. Outstanding Shares The number of shares of our common stock to be outstanding after this offering assumes 2,883,802,634 shares of our common stock outstanding as of October 21, 2025, and excludes: 75,670,000 shares of our common stock issuable upon exercise of convertible notes at a price of $0.01 in the outstanding amount of $1,025,700 as of September 30, 2025; 984,127,641 shares of our common stock issuable upon the exercise of options at a weighted-average exercise price of $0.0141 per share; 461,500,000 shares of our common stock issuable upon the exercise of warrants outstanding as of October 21, 2025 at an average exercise price of $0.01; and Unless otherwise indicated, all information in this prospectus assumes no exercise or set

RISK FACTORS

RISK FACTORS Investing in our securities involves risks. Before purchasing the securities offered by this prospectus you should carefully read the risk factors set forth herein and the information contained in any applicable prospectus supplement. The risks and uncertainties we discuss in this prospectus are those that we currently believe may materially affect our company. Additional risks not presently known, or currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Risks Related to Our Business and Operations We require significant capital to fund our operations and we may have difficulty raising capital, which could deprive us of necessary revenues . In April 2025, we acquired Synthesis Analytics Production Ltd, an England and Wales private limited company ("SAPL"). SAPL has not generated any revenues to date and, subject to the availability of sufficient capital, does not expect to generate revenues until late-2025 or beyond. We also require funding or revenues to satisfy outstanding debt. We require funding of approximately $70,000,000 to develop our operations. In order to support our initiatives, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships, or other arrangements with well-capitalized companies. Our ability to raise additional financing depends on many factors beyond our control, including the current volatility in the capital markets, risks associated with investing in a pre-revenue company with no assurances our products can be commercialized, the lack of a public market for our common stock, and the development or prospects for development of competitive technology by others. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock. If we are unsuccessful in raising addition

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