EdgeMode, Inc. announced that it has entered into a securities purchase agreement (the ?Agreement?) with an accredited investor to issue 12% Convertible promissory note in the principal amount of $143,750 (the ?Promissory Note?) for which the Company received net proceeds of $125,000 on November 18, 2025. Pursuant to the Agreement, as consideration for the purchase of the Promissory Note, the Company also issued 1,250,000 shares of the Company?s common stock (the ?Commitment Shares?) to the Holder. The Promissory Note carries a one-time interest charge of 12%, which was applied to the principal on the issuance date, and matures on November 20, 2026.
The Promissory Note is convertible into common stock of the Company after the 180 daily anniversary of the issuance of the Promissory Note or at any time following an event of default at a conversion price of $0.01 per share. In the event that, beginning 6 months after the date of issuance, the closing price of the Company?s common stock is less than $0.01 per share for more than 5 consecutive trading days, the conversion price shall reset to $0.0075. If the Company?s common stock is less than $0.0075 for more than 5 consecutive trading days, the conversion price shall reset to the lowest traded price of the Company?s common stock on its principal trading market during the period of default and shall be readjusted every 21 days the Promissory Note remains in default.
The Promissory Note and Commitment Shares were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
