Private Placement (Form 8-K)

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:

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.

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 ownership interest in the SPV, the Company agreed to (i) pay BAIF a total cash payment of $500,000, of which the Company previously paid 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.