Current Report Filing (8-k)
March 07 2023 - 4:02PM
Edgar (US Regulatory)
0001652958
false
0001652958
2023-03-03
2023-03-03
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xbrli:shares
iso4217:USD
xbrli:shares
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):
March 3, 2023
Edgemode,
Inc.
(Exact name of registrant as specified in its charter)
Nevada |
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000-55647 |
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47-4046237 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
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(I.R.S. Employer
Identification 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) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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
March 3, 2023 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 77,000,000 shares
of the Company’s common stock at an exercise price of $0.04 per share, exercisable for five
years (the “Stock Options”). The Stock Options shall each be a non-qualified option and shall become vested and exercisable
upon the Company closing on the purchase of at least $15 million of crypto mining equipment.
In addition,
on March 3, 2023, the Company amended stock option grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the
Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment provides for the vesting to be only upon
the closing of the purchase of at least $15 million of crypto mining equipment.
The foregoing
descriptions of the Stock Options and each amendment are qualified in its entirety by the full text of each Stock Option and the amendment
to stock option grant, which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
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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Dated: March 7, 2023 |
By: |
/s/ Charles Faulkner |
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Name: |
Charles Faulkner |
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Title: |
Chief Executive Officer |
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