Current Report Filing (8-k)
September 12 2022 - 04:07PM
Edgar (US Regulatory)
0001652958 false 0001652958 2022-09-12
2022-09-12 iso4217:USD 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):
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.
| |
Edgemode, Inc. |
| |
|
|
| Dated: September 12, 2022 |
By: |
/s/ Charles
Faulkner |
| |
Name: |
Charles Faulkner |
| |
Title: |
Chief
Executive Officer |
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