Current Report Filing (8-k)
March 07 2023 - 04:02PM
Edgar (US Regulatory)
0001652958 false 0001652958 2023-03-03
2023-03-03 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):
March 3, 2023
Edgemode, Inc.
(Exact name of registrant as specified in its charter)
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Nevada |
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000-55647 |
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47-4046237 |
(State
or Other Jurisdiction
of Incorporation) |
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(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:
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☐ |
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 |
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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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