Edgemode, Inc 8-K, filed Oct 20, 2025
Edgemode, Inc. (EDGM)
About this 8-K
Edgemode, Inc filed this 8-K on October 20, 2025, reporting on events of October 14, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
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
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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.
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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 | |
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