{"url_path":"/sec/edgm/8-k/2026-07-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1652958/0001683168-26-005525-index.html","accession_number":"0001683168-26-005525","cik":"0001652958","ticker":"EDGM","issuer_name":"Edgemode, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1652958/0001683168-26-005525-index.html","primary_entity_key":"0001652958","primary_entity_name":"Edgemode, Inc."},"word_count":398,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n*Securities Purchase Agreement and Promissory\nNote*\n\n* *\n\nOn July 8, 2026, Edgemode, Inc. (the “Company”)\nentered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”),\npursuant to which the Company sold the Investor an unsecured original issue discount promissory note in the principal amount of $129,600\n(the “Promissory Note”) for which the Company received net proceeds of $100,000. The proceeds from the sale of the Promissory\nNote shall be used for working capital. In addition, the Company paid $8,000 to the Investor and its counsel for legal and due diligence\nfees.\n\n \n\nThe Promissory Note bears a one-time interest\ncharge of 15% which was applied to the principal on the issuance date (22% if any amount of principal or interest is not paid when due)\nand has a maturity date of April 15, 2027. The Promissory Note is convertible into common stock of the Company at any time following an\nevent of default. The conversion price shall be 61% of the lowest trading price of the Company’s common stock at closing during\nthe 20 trading days prior to the conversion date. The outstanding principal and accrued interest shall be paid in four monthly payments\nas follows: (i) $74,520 on January 15, 2027, (ii) $24,840 on February 15, 2027, (iii) $24,840 on March 15, 2027 and (iv) $24,840 on April\n15, 2027.\n\n \n\nThe Promissory Note provides for standard and\ncustomary events of default such as failing to timely make payments under the Promissory Note when due, the failure of the Company to\ntimely comply with the Securities Exchange Act of 1934 reporting requirements and the cessation of operations. At no time may the Promissory\nNote be converted into shares of the Company’s common stock if such conversion would result in the Investor, or its affiliates,\nowning an aggregate of more than 4.99% of the then outstanding shares of the Company’s common stock.\n\n \n\nThe Promissory Notes were and shall be issued\nin a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.\n\n \n\nThe description of the Purchase Agreement and\nthe Promissory Note are not complete and are qualified in their entirety by the full text of the Purchase Agreement and the Promissory\nNote, filed herewith as Exhibits 10.1 and 10.2 which are incorporated by reference into this Item 1.01."}