Form 8-K Edgemode, Inc. For: Oct 14
Tweet
Share
E-mail
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | Not Applicable | Not Applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
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.
| 2 |
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 |
ATTACHMENTS / EXHIBITS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Vera Quinn of Cydcor named EY US Entrepreneur Of The Year 2026 Greater Los Angeles Award Winner
- HELIX Speaks: Learn Learn Learn Episode 17 Makes History as the First AI-Driven Episode, Official Website "HelixEngine.ai" Goes Live
- CitizenPass and CitizenApp Launch Free Bilingual Platforms to Help Canadians Pass Their Citizenship Test
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!
