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, 2025
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
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 3.02 Unregistered Sales of Equity Securities.
See Item 5.03 which is incorporated by reference herein.
ITEM 5.03 Amendments to Articles of or Bylaws; Change in Fiscal Year.
On March 3, 2025, Edgemode, Inc. (the “Company”) filed with the Nevada Secretary of State a Certificate of Designation of Series C Preferred Stock (the “Certificate of Designation”). Pursuant to the Certificate of Designation, the Company’s Board of Directors designated a new series of the Company’s preferred stock, the Series C Preferred Stock, par value $0.001 per share. The Certificate of Designation authorized the Company to issue one share of Series C Preferred Stock. The share was issued to the Company’s Chief Executive Officer.
The Series C Preferred Stock is not convertible, does not have any redemption, preferential dividend or liquidation rights. Holders of Series C Preferred Stock shall only be entitled to vote on the approval of an amendment to the Company’s Articles of Incorporation authorizing an increase in the Company’s authorized capital stock (the “Charter Amendment”) and shall be entitled to a voting power equal to one vote more than the total combined voting power of the Company’s common stock. Any Series C Preferred Stock issued and outstanding on the record date to vote and/or consent to the Charter Amendment shall be automatically surrendered and cancelled for no consideration following the Charter Amendment.
The foregoing description of the Certificate of Designation and Series C Preferred Stock does not purport to be complete and is qualified in its entirety by Certificate of Designation, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3.1 | Certificate of Designation of Series C Preferred Stock | Filed | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
| 2 |
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: March 4, 2025 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES C PREFERRED STOCK
It is hereby certified that:
1. The name of the Corporation (hereinafter called the “Corporation”) is Edgemode, Inc. a Nevada corporation.
2. The Articles of Incorporation of the Corporation authorize the issuance of 5,000,000 shares of preferred stock, $0.001 par value per share, 5,000,000 of which are unissued and undesignated, and the Articles of Incorporation of the Corporation expressly vest in the Board of Directors of the Corporation the authority to issue any or all of said shares in one (1) or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders.
3. The Board of Directors of the Corporation, pursuant to the authority expressly vested in it as aforesaid, has adopted the following resolutions creating a Series C issue of preferred stock:
RESOLVED, that the Board of Directors hereby designates the Series C Preferred Stock and the number of shares constituting such series, and fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the Articles of Incorporation as follows:
Section 1. Designation and Authorized Shares. The series of preferred stock designated by this Certificate shall be designated as the Corporation’s Series C Preferred Stock (the “Series C Preferred Stock”) and the number of shares so designated shall be 1.
Section 2. Voting Rights. The Series C Preferred Stock shall have the right to vote and/or consent solely on a proposal to amend the Corporation’s Articles of Incorporation to increase the number of shares of common stock, par value $0.001 per share (the “Common Stock”), that the Corporation is authorized to issue (an “Authorized Share Increase Proposal”), voting together with the Common Stock as one (1) class. With respect to any regular or special meeting of the stockholders to consider an Authorized Share Increase Proposal, the holder of the Series C Preferred Stock shall be entitled to the same notice of any regular or special meeting of the stockholders as may or shall be given to holders of Common Stock entitled to vote at such meetings. Solely with respect to an Authorized Share Increase Proposal, the Series C Preferred Stock shall have voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Corporation’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting). The Series C Preferred Stock shall not have the right to vote and/or consent on any matter other than an Authorized Share Increase Proposal.
Section 3. Liquidation. The Series C Preferred Stock shall not be entitled to participate in any distribution of assets or rights upon any liquidation, dissolution or winding up of the Corporation.
Section 4. Conversion. The Series C Preferred Stock shall not be convertible into Common Stock or any other security of the Corporation.
Section 5. No Dividend Rights. The Series C Preferred Stock shall not be entitled to any dividends or distributions.
Section 6. No Preemptive Rights. No holder of Series C Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class.
Section 7. Automatic Cancellation. Any Series C Preferred Stock issued and outstanding on the record date fixed by the Board of Directors or determined in accordance with the bylaws of the Corporation to vote and/or consent to an Authorized Share Increase Proposal shall be automatically surrendered to the Corporation and cancelled for no consideration upon the effectiveness of the amendment to the Corporation’s Articles of Incorporation that is authorized by stockholder approval of such Authorized Share Increase Proposal. Upon such surrender and cancellation, all rights of the Series C Preferred Stock shall cease and terminate, and the Series C Preferred Stock shall be retired and shall not be reissued.
[Signature page follows.]
| 2 |
IN WITNESS WHEREOF, this Certificate of Designation has been executed by a duly authorized officer of the Corporation as of this 3rd day of March, 2025.
EDGEMODE, INC.
/s/ Charles Faulkner
Charles Faulkner
Chief Executive Officer