Edgemode, Inc. 8-K

What Happened

• Edgemode, Inc. filed an 8‑K reporting that on March 5, 2026 it sold a convertible promissory note for a stated principal of $120,000 in a private placement to an accredited investor. The Company reported net proceeds of $92,000 (after an original issuance discount and payment of the Holder’s legal costs) and said proceeds will be used for working capital. The note carries a one‑time 15% interest charge applied at issuance, matures December 15, 2026, and requires four scheduled payments in September–December 2026 totaling $138,000.

Key Details

• Principal amount: $120,000; net cash received: $92,000.
• One‑time interest charge: 15% applied at issuance; total scheduled payments = $138,000 (paid in four installments on Sept 15, Oct 15, Nov 15 and Dec 15, 2026).
• Conversion: Note is convertible into common stock only following an event of default, at a conversion price equal to 61% of the lowest closing price of the Company’s stock during the 20 trading days before conversion; conversion cannot cause Holder or affiliates to exceed 4.99% ownership.
• Default remedies: upon default the note becomes immediately due and payable and the Holder is entitled to (i) 150% of outstanding principal, (ii) accrued unpaid interest, (iii) default interest at 22% per annum on unpaid amounts, and (iv) other amounts; the note also contains price‑adjustment provisions if market price is below the conversion price.

Why It Matters

• This filing discloses a short‑term financing that provides Edgemode with immediate working capital but at significant cost: discounted issuance terms, a prepaid 15% interest charge, and strong default protections for the investor (including a potential 150% repayment and high default interest).
• The conversion terms are structured to benefit the investor in a default scenario (conversion at a deep discount to recent market prices and an adjustment mechanism), but conversion is limited by a 4.99% ownership cap.
• Investors should note the near‑term maturity (Dec 15, 2026) and the scheduled payments in late 2026, which could affect liquidity or require further financing if the Company cannot make those payments.