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):
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| (State or Other Jurisdiction of Incorporation) |
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(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
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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:
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Securities registered pursuant to Section 12(b) of the Act:
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| 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 1.02 Termination of a Material Definitive Agreement.
Effective April 7, 2025 Edgemode, Inc. (the “Company”) entered into a Share Exchange Agreement by and among the Company, Synthesis Analytics Production Ltd. and Adler Capital Limited (the “SEA”) and an Employment Agreement between the Company and Mr. Niclas Adler (the “Employment Agreement”). The Employment Agreement was subsequently terminated. The Company has recently discovered that Synthesis Analytics Production Ltd. and Adler Capital Limited breached material representations and warranties under the SEA. Pursuant to a letter dated December 8, 2025, the Company intends to seek rescission of the SEA and rescind the shares of Company common stock issued to Adler Capital Limited issued pursuant to the SEA and terminate an option to purchase common stock issued to Mr. Adler under the Employment Agreement. Among other material breaches, without limitation, the Company has discovered that the real property and material assets of Synthesis Analytics Production Ltd. were encumbered at the time of the closing of the SEA and remain encumbered and subject to liens.
Additionally, as a result of the Company’s intention to rescind the SEA, that certain Master Services Agreement entered into on January 21, 2025 with Cudo Ventures Ltd. was terminated and the Company is obligated to refund the deposit paid thereunder.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth below under Item 5.02 regarding the issuance of the Conversion Shares (as defined below) to the officers and directors of the Company is incorporated herein by reference. Each of the officers is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Act), and the Company issued the securities in reliance upon an exemption from registration contained in Section 3(a)(9) under the Act. The securities contain a legend restricting their transferability absent registration or applicable exemption.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Under the terms of the respective employment agreements of Charles Faulkner and Simon Wajcenberg, Mr. Faulkner and Mr. Wajcenberg each have accrued salaries of $386,000 as of October 31, 2025 (each an “Accrued Salary” and collectively, the “Accrued Salaries”). On December 10, 2025 (the “Effective Date”), in full satisfaction of the entirety of the Accrued Salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company issued 1 share of Series D Preferred Stock (the “Conversion Shares”) to each of Charles Faulkner and Simon Wajcenberg (the “Share Conversions”).
The foregoing descriptions of the Share Conversions are qualified in their entirety by the full text of each conversion letter agreement, which are filed herewith as Exhibits 10.1 and 10.2.
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Item 5.03 Amendments to Articles of or Bylaws; Change in Fiscal Year.
On December 10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock (the “Certificate of Designation”). Pursuant to the Certificate of Designation, the Company’s Board of Directors designated a new series of the Company’s preferred stock, the Series D Preferred Stock, par value $0.001 per share. The Certificate of Designation authorized the Company to issue 2 shares of Series D Preferred Stock.
Pursuant to the Certificate of Designation, holders of Series D Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Company’s common stock.
The foregoing description of the Certificate of Designation and Series D Preferred Stock does not purport to be complete and is qualified in its entirety by the Certificate of Designation, which is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3.1 | Certificate of Designation of Series D Preferred Stock | Filed | ||||||||
| 10.1 | Simon Wajcenberg Conversion Letter Agreement dated December 10, 2025 | Filed | ||||||||
| 10.2 | Charles Faulkner Conversion Letter Agreement dated December 10, 2025 | Filed | ||||||||
| 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: December 11, 2025 | By: | /s/ Charlie Faulkner |
| Name: | Charlie Faulkner | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
EDGEMODE, INC.
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS OF SERIES D PREFERRED STOCK
It is hereby certified that:
| 1. | The name of the Corporation (the “Corporation”) is Edgemode, Inc. a Nevada corporation. |
| 2. | The Amended and Restated Articles of Incorporation, as amended, of the Corporation (the “Articles of Incorporation”) authorize the issuance of 5,000,000 shares of preferred stock, $0.001 par value per share, 3,999,998 of which are unissued and undesignated, and the Articles of Incorporation expressly vest in the Board of Directors of the Corporation the authority to issue any or all of said shares in one or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders. |
| 3. | The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series D issue of preferred stock: |
RESOLVED, that the Board of Directors hereby designates the Series D Preferred Stock and the number of shares constituting such series, and fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the Articles of Incorporation as follows:
Section 1. Designation and Authorized Shares. The series of preferred stock designated by this Certificate shall be designated as the Corporation’s Series D Preferred Stock (the “Series D Preferred Stock”) and the number of shares so designated shall be 2.
Section 2. Voting Rights. The Series D Preferred Stock shall vote together with the Corporation’s common stock, par value $0.001 per share (the “Common Stock”) on all matters requiring stockholder approval under the Nevada Revised Statutes, voting together with the Common Stock as one (1) class. With respect to any regular or special meeting of the stockholders, the holder of the Series D Preferred Stock shall be entitled to the same notice of any regular or special meeting of the stockholders as may or shall be given to holders of Common Stock entitled to vote at such meetings. Each share of the Series D Preferred Stock shall have voting power equal to 25.5% of the number of votes eligible to vote at any special or annual meeting of the Corporation’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting).
Section 3. Liquidation. The Series D Preferred Stock shall not be entitled to participate in any distribution of assets or rights upon any liquidation, dissolution or winding up of the Corporation.
Section 4. Conversion. The Series D Preferred Stock shall not be convertible into Common Stock or any other security of the Corporation.
Section 5. No Dividend Rights. The Series D Preferred Stock shall not be entitled to any dividends or distributions.
Section 6. No Preemptive Rights. No holder of Series D Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class.
Section 7. Cancellation. Any Series D Preferred Stock issued and outstanding shall be surrendered to the Corporation and cancelled for no consideration upon the written consent of the holders of the Series D Preferred Stock and the Board of Directors of the Corporation. Upon such surrender and cancellation, all rights of the Series D Preferred Stock shall cease and terminate, and the Series D Preferred Stock shall be retired and shall not be reissued.
[Signature page follows.]
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IN WITNESS WHEREOF, this Certificate of Designation has been executed by a duly authorized officer of the Corporation on December 10, 2025.
EDGEMODE, INC.
/s/ Charlie Faulkner
Charles Faulkner, Chief Executive Officer
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Exhibit 10.1
EDGEMODE, INC.
December 10, 2025
Attention: Simon Wajcenberg
Re: Salary Conversion
Dear Executive,
Edgemode, Inc. (the “Company”), in full consideration of the Executive’s agreement to convert $386,000 of accrued salary (the “Conversion Amount”) under that certain Employment Agreement dated January 31, 2022, as amended, hereby issues the Executive one share of Series D Preferred Stock of the Company (the “Conversion Shares”) and the Executive accepts the Conversion Shares in full satisfaction of the Conversion Amount.
Very truly yours,
/s/ Charlie Faulkner
Charlie Faulkner, Chief Executive Officer
AGREED TO AND ACCEPTED:
Executive
/s/ Simon Wajcenberg
Simon Wajcenberg, Chief Financial Officer
Exhibit 10.2
EDGEMODE, INC.
December 10, 2025
Attention: Charlie Faulkner
Re: Salary Conversion
Dear Executive,
Edgemode, Inc. (the “Company”), in full consideration of the Executive’s agreement to convert $386,000 of accrued salary (the “Conversion Amount”) under that certain Employment Agreement dated January 31, 2022, as amended, hereby issues the Executive one share of Series D Preferred Stock of the Company (the “Conversion Shares”) and the Executive accepts the Conversion Shares in full satisfaction of the Conversion Amount.
Very truly yours,
/s/ Simon Wajcenberg
Simon Wajcenberg, Chief Financial Officer
AGREED TO AND ACCEPTED:
Executive
/s/ Charlie Faulkner
Charlie Faulkner, Chief Executive Officer