Edgemode, Inc. 8-K

What Happened

• On May 5, 2026, Edgemode, Inc. announced the Board appointed Simon Kiero‑Watson to fill a vacancy created by a director’s resignation in September 2025. He will serve until the next annual meeting or earlier resignation/removal.
• Mr. Kiero‑Watson has been Head of Markets at Tokenise Group since April 2021 and has held multiple directorships since June 2018, including roles at Tokenise Stock Exchange entities and London Court Limited.
• The company attached a form of Independent Director Agreement (Exhibit 10.1) under which Mr. Kiero‑Watson will receive 10,000,000 shares of restricted common stock and will be indemnified as permitted by SEC and Nevada law.

Key Details

• Appointment date: May 5, 2026.
• Term: Until the company’s next annual meeting of stockholders (or earlier resignation/removal).
• Compensation: 10,000,000 shares of restricted common stock as consideration for director service.
• No relationships or transactions reported between Mr. Kiero‑Watson and Edgemode that would require disclosure under Item 404(a).

Why It Matters

• Board composition: New independent director may affect governance and oversight; investors should note the change to the Board following the prior director’s September 2025 resignation.
• Share issuance: The grant of 10,000,000 restricted shares is material from a dilution and governance perspective—investors may want to track the impact on outstanding shares and any vesting or transfer restrictions.
• No related-party transactions: The filing states there are no current or proposed related-party transactions with Mr. Kiero‑Watson, and the appointment appears negotiated via a standard independent director agreement.