EDGM 8-K
Edgemode, Inc. (EDGM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
Effective July 14, 2026, the Company entered into a leakout agreement (the “Leakout Agreement”) with certain lenders (the “Lenders”) holding convertible promissory notes in the aggregate outstanding amount of approximately $1,646,136 (the “Notes”). The Leakout Agreement supersedes that certain standstill agreement entered into on June 25, 2026. Pursuant to the Leakout Agreement, each Lender has agreed not to convert, assign, transfer, or pledge more than 30% of its current owed balance of its respective Note over any 30-day period or, if the Company’s common stock closes below $0.003, 15% of its current owed balance over any 30-day period. The Leakout Agreement shall remain in effect until December 31, 2026.
The description of the Leakout Agreement is not complete and is qualified in its entirety by the full text of the Leakout Agreement filed herewith as Exhibit 10.1, which is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit # | Exhibit Description | |
| 10.1 | Leakout Agreement by and among Edgemode, Inc. and certain Lenders dated July 14, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 15, 2026 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
LEAKOUT AGREEMENT
This Leakout Agreement (this “Agreement”) is made and entered into as of the date of the last signature hereto (the “Effective Date”), by and among EdgeMode, Inc., a Nevada corporation (the “Company”), and each of the lenders identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”) and supersedes, overrides and replaces the previously executed Standstill Agreement dated June 25, 2026.
RECITALS
WHEREAS, each Lender has previously purchased from the Company one or more convertible promissory notes (each, a “Note”), the details of which are set forth on Schedule A attached hereto;
WHEREAS, the Company is seeking to refinance the indebtedness evidenced by the Notes;
WHEREAS, in order to facilitate such refinancing, each Lender had previously agreed to a temporary standstill on June 25, 2026 with respect to certain rights under the applicable Note(s);
WHEREAS, each Lender has agreed to a leakout with respect to remaining balances and certain rights under the applicable Note(s); and
WHEREAS, the parties desire to set forth the terms and conditions of such leakout, which supersedes and terminates the previous standstill.
AGREEMENT
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the applicable Note.
2. Leakout. During the Leakout Period (as defined below), each Lender shall not, directly or indirectly: convert, assign, transfer or pledge more than 30% of their Current Owed Balance (defined as Principal, OID, Guaranteed Interest and Default Penalty) as per Schedule A, over any 30-day period during the period (as defined below).
If EdgeMode (EDGM) stock closes below $0.003, each Lender shall not, directly or indirectly: convert, assign, transfer or pledge more than 15% of their Current Owed Balance (defined as Principal, OID, Guaranteed Interest and Default Penalty) as per Schedule A, over any 30-day period during the period (as defined below).
For purposes of this Agreement, the “Leakout Period” shall mean the period commencing on the Effective Date and ending December 31, 2026, unless extended or terminated earlier by mutual written agreement of the Company and all Lenders.
The Company has the authority to accelerate the Leakout covering all Lenders equally; meaning that if volume and price conditions are satisfactory to the Company, then it can choose to allow additional Note Conversions for all Lenders during the Leakout period.
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3. Uniform Conversion Price. 30% discount to the lowest daily closing price over the previous fifteen (15) days prior to the conversion.
4. Effectiveness. This Agreement shall not become effective until it has been executed and delivered by the Company and all of the Lenders. Until such time, no party shall have any rights or obligations hereunder.
5. No Other Modifications. Except as expressly set forth herein, this Agreement does not amend, modify, or waive any provisions of the Notes or any other agreements
between the Company and any Lender. All terms and conditions of the Notes remain in full force and effect during and after the Standstill Period.
6. Representations and Warranties. (a) Each Lender represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. (b) The Company represents and warrants that it has full power and authority to enter into this Agreement, and that the execution, delivery, and performance of this Agreement do not and will not conflict with or result in a violation of any law, regulation, or its organizational documents.
7. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflicts of law principles.
(b) Entire Agreement. This Agreement, together with Schedule A, constitutes the entire agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings, or representations, whether oral or written.
(c) Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic mail (including pdf or DocuSign) or other electronic transmission shall be effective as delivery of a manually executed counterpart.
(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
(e) Notices. All notices hereunder shall be in writing and delivered in accordance with the notice provisions of the applicable Note.
(f) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein shall create any rights in any other person.
(g) Survival. The representations, warranties, and covenants contained in this Agreement shall survive the expiration or termination of the Standstill Period.
(h) Breach. In the event of any breach by the Company of its obligations under Section 4 it shall be an Event of Default under the Note, the Lenders shall be entitled to all remedies available at law or in equity, including specific performance and injunctive relief, without the need to post a bond.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth below.
COMPANY:
EDGEMODE, INC.
By: /s/ Simon Wajcenberg
Name: Simon Wajcenberg
Title: Director
Date: 7/13/2026
LENDERS:
JEFFERSON STREET CAPITAL
MONROE STREET CAPITAL PARTNERS, LP
By: /s/ Brian Goldberg
Name: Brian Goldberg
Title: Authorized Signatory
Date: 7/13/2026
CLEARTHINK CAPITAL PARTNERS, LLC
By: /s/ Stephen Hart
Name: Stephen Hart
Title: Authorized Signatory
Date: 7/13/2026
LGH INVESTMENTS LLC
By: /s/ Luke Hoppel
Name: Luke Hoppel
Title: Authorized Signatory
Date: 7/13/2026
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FIRSTFIRE GLOBAL OPPORTUNITIES FUND LLC
By: /s/ Eli Fireman
Name: Eli Fireman
Title: Authorized Signatory
Date: 7/13/2026
CROM STRUCTURED OPPORTUNITIES FUND I, LP
By: Crom Structured Opportunities Fund I GP, LLC, its General Partner By: Crom Cortana Fund LLC, member of the General Partner
By: /s/ John Chen
Name: John Chen
Title: Authorized Signatory
Date: 7/14/2026
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Schedule A
| Security Type | Issuance Date |
Current Owed Balance (Including Principal, OID, Guaranteed Interest and Default Penalty) |
| JEFFERSON STREET CAPITAL | September 22, 2025 | $109,687 |
| LLC | Conversion Amount Levels: | |
| (30% = $32,906) | ||
| (15% = $16,453) | ||
| MONROE STREET CAPITAL | January 27, 2026 |
$142,312 (30% = $42,693) |
| (15% = $21,347) | ||
| CROM STRUCTURED | September 22, 2025 | $165,687 |
| OPPORTUNITIES FUND I, LP | Conversion Amount Levels: | |
| (30% = $49,706) | ||
| (15% = $24,853) | ||
| FIRSTFIRE GLOBAL | September 15, 2025 | $305,000 |
| OPPORTUNITIES FUND LLC | Conversion Amount Levels: | |
| (30% = $91,500) | ||
| (15% = $45,50) | ||
| LGH INVESTMENTS LLC | September 19, 2025 |
$56,450
Conversion Amount Levels: (30% = $16,935) (15% = $8,468) |
| CLEARTHINK CAPITAL PARTNERS, LLC |
August 20, 2025
September 30, 2025
October 9,2025 |
$190,800 |
| CLEARTHINK CAPITAL PARTNERS, LLC | $483,000 | |
| CLEARTHINK CAPITAL | $193,200 | |
| PARTNERS LLC | ||
| Conversion Amount Levels: | ||
| (30% = $260,100) | ||
| (15% = $130,050) |
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