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Edgemode Inc.

06/09/2026 | Press release | Distributed by Public on 06/09/2026 14:03

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Effective June 3, 2026, Edgemode, Inc. (the "Company") entered into a securities purchase agreement (the "Agreement") with an accredited investor (the "Holder"). Pursuant to the Agreement, on June 3, 2026 (the "Issue Date"), the Company issued to the Holder a convertible promissory note in the principal amount of $300,000, with an original issuance discount of $50,000 (the "Promissory Note") for which the Company received net proceeds of $250,000. The proceeds from the sale of the Promissory Note shall be used for working capital. The Promissory Note matures on August 3, 2026.

The Promissory Note accrues interest at a rate of 12% per annum from the Issue Date and, on the Issue Date, a $50,000 lump-sum interest charge was added to the principal amount. The Promissory Note is convertible into common stock of the Company at a conversion price of $0.01 per share (i) after the 180th daily anniversary of the Issue Date, or (ii) at any time following an event of default. In the event that, beginning six months after the Issue Date, the closing price of the Company's common stock is less than $0.01 per share for more than five consecutive trading days, the conversion price shall reset to $0.0075 per share. If the Company's common stock is less than $0.0075 per share for more than five consecutive trading days, the conversion price shall reset to the lowest traded price of the Company's common stock on its principal trading market during the period of default and shall be readjusted every 21 days the Promissory Note remains in default.

The Promissory Note provides for standard and customary events of default such as failing to timely make payments under the Promissory Note when due, 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 default, the outstanding balance of the Promissory Note shall immediately become due and payable without demand, and the Company shall pay to the Holder an amount equal to the then outstanding principal amount of the Promissory Note, plus any accrued and unpaid interest on the unpaid principal amount of the Promissory Note. At no time may the Promissory Note be converted into shares of the Company's common stock if such conversion would result in the Holder, or its affiliates, owning an aggregate of more than 9.99% of the then outstanding shares of the Company's common stock. The Note also prohibits borrowings by the Company senior to the Note without the consent of the Holder.

The Promissory Note was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

The description of the Agreement and the Promissory Note are not complete and are qualified in their entirety by the full text of the Agreement and the Promissory Note, filed herewith as Exhibits 10.1 and 10.2 which are incorporated by reference into this Item 1.01.

Edgemode Inc. published this content on June 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 09, 2026 at 20:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]