Current Report Filing (8-k)
September 12 2022 - 4:07PM
Edgar (US Regulatory)
0001652958
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0001652958
2022-09-12
2022-09-12
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xbrli:shares
iso4217:USD
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UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 12, 2022
Edgemode,
Inc.
(Exact name of registrant as specified in its charter)
Nevada |
|
000-55647 |
|
47-4046237 |
(State of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer No.) |
110 E. Broward Blvd., Suite 1700, Ft. Lauderdale,
FL 33301
(Address of Principal Executive Offices, and Zip
Code)
(707) 687-9093
(Registrant’s Telephone Number, Including
Area Code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
None |
Not Applicable |
Not Applicable |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September
12, 2022 the board of directors of Edgemode, Inc. (the “Company”) granted to each of Charlie Faulkner and Simon Wajcenberg,
the Chief Executive Officer and Chief Financial Officer of the Company, respectively, options to purchase up to 76,619,603 shares
of the Company’s common stock at an exercise price of $0.10 per share, exercisable for five
years, subject to earlier termination in the event the option holder is terminated for “cause” as defined under each
of such option holder’s Employment Agreement dated January 31, 2022 (the “Stock Option Grants”) Furthermore, The Stock
Option Grants shall each be a non-qualified option and shall become vested and exercisable upon the listing of the Company’s common
stock on the NASDAQ Global Market, NASDAQ Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange or NYSE MKT; provided
that the holder is employed by the Company on such uplisting date.
The foregoing
description of the Stock Option Grants is qualified in its entirety by the full text of each Option Agreement which is filed herewith
as Exhibit 10.1 and 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Edgemode, Inc. |
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|
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Dated: September 12, 2022 |
By: |
/s/ Charles Faulkner |
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Name: |
Charles Faulkner |
|
Title: |
Chief Executive Officer |