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): January 25, 2023
Edgemode, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55647 | 47-4046237 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(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
Fourth Wave Energy, Inc.
(Former name or former address, if changed since last report)
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 (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.
Effective January 25, 2023 Edgemode, Inc. (the “Company”) amended stock option grants dated January 31, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment reduces the exercise price of the options from $0.40 per share to $0.06 per share.
The foregoing description of the amendment is qualified in its entirety by the full text of each amendment to stock option grant which is filed herewith as Exhibit 10.1 and 10.2.
Item 8.01 Other Events.
On January 25, 2023 the Company redeemed 212,500 shares of the Company’s issued and outstanding Series B Convertible Preferred Stock for an aggregate redemption price of $270,778.23 pursuant to and in accordance with the Company’s Certificate of Designation, Preference and Rights of Series B Preferred Stock. Following the redemption, there are no shares of Series B Preferred Stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 10.1 | Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 | Filed | ||||||||
| 10.2 | Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 | Filed | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
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.
| Edgemode, Inc. | ||
| Dated: January 26, 2023 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit 10.1
EDGEMODE, INC.
January 25, 2023
Attention: Charlie Faulkner
Re: Amendment to Stock Option Grant dated January 31, 2022
Dear Charlie,
This Amendment amends that certain Stock Option Grant dated January 31, 2022 (the “Option”) of an option to purchase 31,979,352 shares of EDGEMODE, INC. (formerly known as Fourth Wave Energy, Inc.) (the “Company”) common stock.
| 1. | Amendment. Section 1 of the Option is amended and restated in its entirety to reduce the Option Price as follows: |
“Grant of Option. Subject to the terms and conditions set forth in this Stock Option Grant, the Company hereby grants to the Employee an option (“Option”) to purchase 31,979,352 shares of common stock of the Company (“Option Shares”) at an exercise price of $0.06 per Share (the “Option Price”). The Option shall become exercisable according to Paragraph 2 below.”
| 2. | No Other Amendment. Except as specifically amended pursuant to this Amendment, the Agreement remains in full force and effect in accordance with its terms. |
| 3. | Effectiveness. This Amendment will become effective upon your acknowledgment of the terms and conditions of this Amendment and your delivery to us of a signed counterpart of this Amendment. |
Very truly yours,
/s/ Simon Wajcenberg_____
Name: Simon Wajcenberg
Its: Chief Financial Officer
AGREED TO AND ACCEPTED THIS
25th DAY OF JANUARY 2023
/s/ Charlie Faulkner________________________________
Charlie Faulkner
Exhibit 10.2
EDGEMODE, INC.
January 25, 2023
Attention: Simon Wajcenberg
Re: Amendment to Stock Option Grant dated January 31, 2022
Dear Simon,
This Amendment amends that certain Stock Option Grant dated January 31, 2022 (the “Option”) of an option to purchase 31,979,352 shares of EDGEMODE, INC. (formerly known as Fourth Wave Energy, Inc.) (the “Company”) common stock.
| 1. | Amendment. Section 1 of the Option is amended and restated in its entirety to reduce the Option Price as follows: |
“Grant of Option. Subject to the terms and conditions set forth in this Stock Option Grant, the Company hereby grants to the Employee an option (“Option”) to purchase 31,979,352 shares of common stock of the Company (“Option Shares”) at an exercise price of $0.06 per Share (the “Option Price”). The Option shall become exercisable according to Paragraph 2 below.”
| 2. | No Other Amendment. Except as specifically amended pursuant to this Amendment, the Agreement remains in full force and effect in accordance with its terms. |
| 3. | Effectiveness. This Amendment will become effective upon your acknowledgment of the terms and conditions of this Amendment and your delivery to us of a signed counterpart of this Amendment. |
Very truly yours,
/s/ Charlie Faulkner________
Name: Charlie Faulkner
Its: Chief Executive Officer
AGREED TO AND ACCEPTED THIS
25th DAY OF JANUARY 2023
/s/ Simon Wajcenberg________________________________
Simon Wajcenberg