Edgemode, Inc. Enters Convertible Note Deal; Agrees to Issue 200M Restricted Shares

What Happened

• Edgemode, Inc. announced on August 17, 2026 that it entered into a Securities Purchase Agreement to sell an original-issue-discount convertible promissory note with a principal amount of up to $1,150,000 (net proceeds up to $1,000,000). As of the 8‑K filing, the Company has received $625,000 in net proceeds. The investor is identified in the filing exhibits as ClearThink Capital Partners, LLC.
• As consideration for the note purchase the Company agreed to issue 200,000,000 restricted shares of common stock. The Promissory Note carries a 12% interest rate (applied to principal on issuance) and matures December 31, 2027, with a lump-sum payment of up to $138,000 due at maturity.

Key Details

• Principal and proceeds: up to $1,150,000 principal; up to $1,000,000 net proceeds; $625,000 received to date.
• Stock consideration: 200,000,000 restricted common shares issued to the investor.
• Conversion terms: Note convertible after the 180th daily anniversary (or upon default) at a price equal to 70% of the lowest closing trading price during the 10 trading days before conversion (i.e., a 30% discount to that low); conversion limited so investor cannot exceed 9.99% ownership.
• Use of proceeds: approximately $328,000 used to satisfy existing promissory notes and $225,000 paid to Blackberry AIF related to the January 22, 2026 Joint Venture Agreement.
• Other: Promissory Note includes customary default events (missed payments, failure to comply with reporting requirements, cessation of operations) and was issued in a private placement relying on Section 4(a)(2).

Why It Matters

• This is a financing/debt-for-equity type transaction that provides Edgemode with immediate cash ($625k received so far) while significantly diluting share count through the issuance of 200M restricted shares.
• The note’s conversion terms (70% of the 10‑day low and a 9.99% ownership cap) and the maturity/interest profile (12% interest, maturity end of 2027) create potential upside for the investor and potential dilution risk for existing shareholders if conversion occurs.
• Investors should note the use of proceeds to pay prior obligations and JV-related amounts, and watch for future filings (e.g., additional draws under the Purchase Agreement, conversions, or defaults) that could affect Edgemode’s capital structure.