Edgemode, Inc. 8-K

What Happened

• Edgemode, Inc. announced on July 8, 2026 that it sold an unsecured original-issue-discount promissory note to Vanquish Funding Group Inc. The note has a $129,600 principal amount and the Company received $100,000 in net proceeds to be used for working capital. The Company also paid $8,000 to the investor and its counsel for legal and due diligence fees.
• The Promissory Note carries a one-time interest charge of 15% (22% if any payment is late) applied to principal at issuance, matures April 15, 2027, and is payable in four scheduled installments: $74,520 on January 15, 2027, and $24,840 each on February 15, March 15 and April 15, 2027. The note is convertible into common stock following an event of default at a conversion price equal to 61% of the lowest trading price during the 20 trading days prior to conversion, subject to a 4.99% ownership cap for the investor and its affiliates.

Key Details

• Investor: Vanquish Funding Group Inc.; private placement under Section 4(a)(2) of the Securities Act.
• Principal / proceeds: $129,600 principal; $100,000 net proceeds to the Company; $8,000 in fees paid.
• Interest & maturity: 15% one-time interest applied at issuance (22% on default); maturity April 15, 2027.
• Conversion terms: Convertible after an event of default at 61% of the lowest trading price over the prior 20 trading days; conversion cannot increase investor ownership above 4.99%.

Why It Matters

• This transaction provides Edgemode a near-term cash injection ($100,000) for working capital, helping fund operations in the short term.
• It also creates a contractual obligation with relatively high effective interest and specific monthly repayment amounts beginning January 2027 (largest payment $74,520), which may pressure cash flow if revenues are limited.
• The conversion feature could lead to equity dilution if the investor converts after a default at a steep discount (61% of a recent low price), though the 4.99% ownership cap limits the maximum dilution from this investor.
• Investors should note the company’s added debt and repayment schedule, and watch for any future events of default or filings that could trigger conversion or other remedies.