Edgemode, Inc. 8-K

What Happened

• On December 31, 2025 Edgemode, Inc. (the “Company”) filed an 8-K reporting it has sought rescission of a Share Exchange Agreement (SEA) dated April 7, 2025 with Synthesis Analytics Production Ltd. and Adler Capital Limited, and has terminated an option issued to Mr. Niclas Adler under an Employment Agreement.
• The Company alleges material breaches of representations and warranties by Synthesis Analytics Production Ltd. and Adler Capital Limited, including that Synthesis’s real property and material assets were encumbered and subject to liens at the time of the SEA closing and remain so.
• After the Company demanded rescission and termination, Adler Capital Limited and Niclas Adler sued the Company and certain officers on December 19, 2025 in Clark County District Court (Nevada), alleging breaches of fiduciary duty, wrongful termination and breach of contract and seeking enforcement of the SEA/Employment Agreement, damages, fees and declaratory relief.
• Edgemode says it believes the claims are without merit, intends to vigorously defend itself, and also intends to file claims against Adler Capital, Adler and affiliates to enforce rescission and seek damages.

Key Details

• SEA date: April 7, 2025; rescission demand and related notice: December 8, 2025 (previous disclosure); 8‑K filed December 31, 2025.
• Lawsuit filed: December 19, 2025 in Clark County District Court, Nevada by Adler Capital Limited and Niclas Adler.
• Company actions: seeking rescission of the SEA, rescission of common stock issued to Adler Capital, and termination of Mr. Adler’s stock option; intends to bring counterclaims to enforce rescission and seek damages.
• Financial impact: Company cannot predict litigation outcome or estimate potential financial exposure; warns an adverse judgment or settlement could have a material adverse effect.

Why It Matters

• This is a legal and corporate control dispute tied to Edgemode’s April 2025 share exchange and related employment/equity arrangements. Litigation creates uncertainty about ownership, outstanding shares and potential liabilities.
• For investors, key risks are legal costs, possible damages or enforcement that could affect the company’s equity and financial condition, and management distraction. The company has not quantified exposure and says it will defend and pursue its own claims.