Edgemode, Inc. 8-K

What Happened

• Edgemode, Inc. announced that on June 3, 2026 it issued a convertible promissory note with a face amount of $300,000 (original issuance discount $50,000), generating net proceeds of $250,000 to be used for working capital. The note matures on August 3, 2026 and carries a 12% per annum interest rate; a $50,000 lump-sum interest charge was added to the principal on the issue date.
• The note is convertible into common stock at $0.01 per share after the 180th day following issuance or at any time after an event of default. Conversion-price reset provisions reduce the price to $0.0075 per share if the stock trades below $0.01 for more than five consecutive trading days (after six months), and may reset further to the lowest traded price if the stock trades below $0.0075 for more than five consecutive trading days, with readjustments every 21 days while in default. Conversion is limited so the holder cannot own more than 9.99% of outstanding shares. The note also restricts the company from taking on senior debt without the holder’s consent.

Key Details

• Principal and proceeds: $300,000 principal; $50,000 issuance discount; net proceeds $250,000.
• Term and interest: Maturity August 3, 2026; 12% annual interest plus $50,000 lump-sum interest added at issuance.
• Conversion terms: $0.01 per share conversion price after 180 days or upon default; price can reset to $0.0075 (and potentially lower) under specified conditions.
• Protections: 9.99% ownership cap on conversion; events of default accelerate repayment; holder consent required for senior borrowings.

Why It Matters

• This is short-term bridge financing: the note matures roughly two months after issuance, so the company will need to repay or refinance by August 3, 2026 unless a default leads to conversion.
• Potential dilution and stock-price sensitivity: if converted, the low conversion price could result in a significant number of new shares; reset provisions make conversion more favorable to the holder if the stock trades lower.
• Risks and covenants: default provisions, the ownership cap, and the holder’s consent requirement for senior debt are important terms investors should monitor because they affect capital structure, potential dilution, and the company’s borrowing flexibility.