--- schema_version: "secwatch.filing_event.v1" accession: "0001683168-23-002588" form_type: "8-K" ticker: "EDGM" cik: "0001652958" company_name: "Edgemode, Inc." filed_at: "2023-04-24T23:59:59+00:00" generated_at: "2026-06-16T19:01:32.217219+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Edgemode issues $108.5K in combined promissory notes with deep-discount conversion terms ## Summary - Sold $60,760 promissory note (13% interest, matures Mar 2024) and $56,962 convertible note (8% interest, matures Apr 2024) to 1800 Diagonal Lending; net proceeds $108,500. - Promissory note converts upon default at 71% of lowest closing bid in prior 20 trading days; convertible note converts at 65% of avg of 3 lowest closing bids in 15 days after 180 days. - Company reserved 18,002,962 shares for promissory note conversion and 16,877,629 shares for convertible note conversion, totaling ~34.9M shares (~9% of current 390,437,459 outstanding). - Both notes contain events of default including failure to file SEC reports and maintain OTC listing; conversion limited to 4.99% beneficial ownership cap. ## SEC filing metadata - accession: 0001683168-23-002588 - form_type: 8-K - ticker: EDGM - cik: 0001652958 - company_name: Edgemode, Inc. - filed_at: 2023-04-24T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1652958/000168316823002588/0001683168-23-002588-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1652958/000168316823002588/edgemode_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001683168-23-002588 - JSON: https://secwatch.observer/filing/0001683168-23-002588.json - Plain text: https://secwatch.observer/filing/0001683168-23-002588.txt ## Key facts - Debt Financings Edgemode, Inc. incurred loan of $60,760 at one-time interest charge of thirteen percent (13%) maturing March 10, 2024. - Instrument: loan - Principal: $60,760 - Rate: one-time interest charge of thirteen percent (13%) - Maturity: March 10, 2024 - Event: incurrence source text: Effective April 20, 2023, Edgemode, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold the Investor an unsecured promissory note in the principal amount of $60,760 (the “Promissory Note”). The Promissory Note carries a one-time interest charge of thirteen percent (13%) which was applied on the issuance date to the principal (22% upon the occurrence of an event of default) and has a maturity date of March 10, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1652958/000168316823002588/0001683168-23-002588-index.htm - Debt Financings Edgemode, Inc. incurred convertible notes of $56,962 at 8% per annum maturing April 11, 2024. - Instrument: convertible notes - Principal: $56,962 - Rate: 8% per annum - Maturity: April 11, 2024 - Event: incurrence source text: In addition, effective April 20, 2023, the Company entered into a Securities Purchase Agreement (the “Convertible Note Purchase Agreement”) with the Investor, pursuant to which the Company sold the Investor an unsecured convertible promissory note in the principal amount of $56,962 (the “Convertible Note”). The maturity date of the Convertible Note is April 11, 2024. The Convertible Note shall bear interest at a rate of 8% per annum (22% upon the occurrence of an event of default), which interest shall not be payable until the Convertible Note becomes payable, whether at the maturity date or upon acceleration or by prepayment, as described below. evidence_url: https://www.sec.gov/Archives/edgar/data/1652958/000168316823002588/0001683168-23-002588-index.htm - Material Agreements Edgemode, Inc. entered into Convertible Note Purchase Agreement with the Investor valued at $56,962 (effective 2023-04-20). - Action: entry - Agreement: notes offering - Counterparty: the Investor - Value: $56,962 - Effective: 2023-04-20 source text: In addition, effective April 20, 2023, the Company entered into a Securities Purchase Agreement (the “Convertible Note Purchase Agreement”) with the Investor, pursuant to which the Company sold the Investor an unsecured convertible promissory note in the principal amount of $56,962 (the “Convertible Note”). evidence_url: https://www.sec.gov/Archives/edgar/data/1652958/000168316823002588/0001683168-23-002588-index.htm - Material Agreements Edgemode, Inc. entered into Promissory Note Purchase Agreement with an accredited investor valued at $60,760 (effective 2023-04-20). - Action: entry - Agreement: notes offering - Counterparty: an accredited investor - Value: $60,760 - Effective: 2023-04-20 source text: Effective April 20, 2023, Edgemode, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company sold the Investor an unsecured promissory note in the principal amount of $60,760 (the “Promissory Note”). evidence_url: https://www.sec.gov/Archives/edgar/data/1652958/000168316823002588/0001683168-23-002588-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.