Item 1.01 Entry into a Material Definitive Agreement.


Effective September 28, 2022, Edgemode, Inc. (the "Company") entered into a
Series B Preferred Stock Purchase Agreement (the "Purchase Agreement") with 1800
Diagonal Lending LLC, a Virginia limited liability company (the "Investor")
pursuant to which the Company issued and sold to the Investor an additional
55,000 shares of Series B Preferred Stock for a purchase price of $55,000.00.
Following the issuance date the Investor beneficially owns an aggregate of
212,500 shares of Series B Preferred Stock.



The terms of the Series B Preferred Stock, including the terms of conversion,
pursuant to the Company's Certificate of Designation, Preference and Rights of
Series B Preferred Stock of the Company (the "Certificate of Designation"),

are
provided below.



Pursuant to the Purchase Agreement, the Investor may convert all or a portion of
the outstanding Series B Preferred Stock into shares of the Company's Common
Stock beginning on the date which is 180 days after the issuance date of the
Series B Preferred Stock into Common Stock; provided, however, that the Investor
may not convert the Series B Preferred Stock to the extent that such conversion
would result in beneficial ownership by the Investor and its affiliates of more
than 4.99% of the Company's issued and outstanding Common Stock.



The Company will have the right, at the Company's sole option, provided that an
event of default has not occurred, to redeem all or any portion of the shares of
Series B Preferred Stock, exercisable on not more than 3 Trading Days prior
written notice to the holders of the Series B Preferred Stock, in full. If the
Company redeems the shares of Series B Preferred Stock within 90 days of its
issuance, the Company must pay all of the principal at a cash redemption premium
of 120%; if such prepayment is made between the 91st day and the 180th day after
the issuance of the Series B Preferred Stock, then such redemption premium is
125%. After the 180th day following the issuance date, there shall be no further
right of optional redemption. On the date which is the earlier of: (i) twelve
(12) months following the issuance date; or (ii) at the option of the Investor,
upon the occurrence of an Event of Default as defined under the Certificate of
Designation (the "Mandatory Redemption Date"), the Company shall redeem all of
the shares of Series B Preferred Stock of the Investor (which have not been
previously redeemed or converted). With five (5) days of the Mandatory
Redemption Date, the Company shall make payment to the Investor of an amount in
cash equal to the total number of shares of Series B Preferred Stock held by
such Investor multiplied by the then current Stated Value as adjusted pursuant
to the terms hereof (including but not limited to the addition of any accrued
unpaid dividends and any default adjustments. An Event of Default includes the
Company's failure to pay a mandatory redemption amount, comply with its SEC
reporting obligations and any bankruptcy or liquidation.



Effective July 20, 2022 the Company established a series of redeemable
convertible preferred stock (the "Series B Preferred Stock"), stated value $1.00
per share (the "Stated Value"), pursuant to a Certificate of Designation,
Preference and Rights of Series B Preferred Stock of the Company (the
"Certificate of Designation"). The Stated Value shall increase to $2.00 upon an
Event of Default.



Pursuant to the Certificate of Designation, the Company authorized 1,000,000
shares of the Series B Preferred Stock, which may be convertible into shares of
common stock, par value $0.001 per share, of the Company (the "Common Stock") at
the option of the holders thereof at any time after the issuance of the Series B
Preferred Stock, at a conversion price equal a Variable Conversion Price (the
"Conversion Price"). The "Variable Conversion Price" means 65% multiplied by the
Market Price (representing a discount rate of 35%). The "Market Price" means the
average of the lowest two (2) Trading Prices (as defined below) for the Common
Stock during the twenty (20) Trading Day period ending on the latest complete
trading day prior to the conversion date. The "Trading Price" means, for any
security as of any date, the actual closing price on the OTCQB, OTCQX, Pink
Sheets electronic quotation system or applicable trading market.







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The Series B Preferred Stock will, with respect to dividend rights and rights
upon liquidation, winding-up or dissolution, rank: (a) senior with respect to
dividends and right of liquidation with the Company's Common Stock and (b)
junior with respect to dividends and right of liquidation to all existing and
future indebtedness of the Company and existing and outstanding preferred stock
of the Company.



The Series B Preferred Stock shall have no right to vote on any matters
requiring shareholder approval or any matters on which the shareholders are
permitted to vote. So long as any shares of Series B Preferred Stock are
outstanding, the Company will not, without the affirmative approval of the
Investor (i) alter or change adversely the powers, preferences or rights given
to the Series B Preferred Stock or alter or amend this Certificate of
Designations, (ii) authorize or create any class of stock ranking as to
distribution of dividends or a liquidation preference senior to the Series B
Preferred Stock, (iii) amend its Articles of Incorporation, as amended in breach
of any of the provisions the Certificate of Designation, (iv) increase the
authorized number of shares of Series B Preferred Stock, (v) liquidate, dissolve
or wind-up the business and affairs of the Company, or effect any Deemed
Liquidation Event (as defined below), (vi) breach any of the provisions set
forth herein; or (vii) enter into any binding agreement with respect to any of
the foregoing. A "Deemed Liquidation Event" means: (a) a merger or consolidation
in which the Company is a constituent party or a subsidiary of the Company is a
constituent party and the Company issues shares of its capital stock pursuant to
such merger or consolidation, except any such merger or consolidation involving
the Company or a subsidiary in which the shares of capital stock of the Company
outstanding immediately prior to such merger or consolidation continue to
represent, or are converted into or exchanged for shares of capital stock that
represent, immediately following such merger or consolidation, at least a
majority, by voting power, of the capital stock of the surviving or resulting
corporation or, if the surviving or resulting corporation is a wholly owned
subsidiary of another corporation immediately following such merger or
consolidation, the parent corporation of such surviving or resulting
corporation; or (b) the sale, lease, transfer, exclusive license or other
disposition, in a single transaction or series of related transactions, by the
Company or any subsidiary of the Company of all or substantially all the assets
of the Company and its subsidiaries taken as a whole, or the sale or disposition
(whether by merger or otherwise) of one or more subsidiaries of the Company if
substantially all of the assets of the Company and its subsidiaries taken as a
whole are held by such subsidiary or subsidiaries, except where such sale,
. . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above with respect to the Purchase Agreement and the related agreements are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.





The information set forth under Item 1.01 above with respect to the issuance of
the shares of Series B Preferred Stock is incorporated herein by reference. The
issuance of the shares of Series B Preferred Stock was made in reliance upon the
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Act"), pursuant to Section 4(a)(2) of the Act. No commissions or
fees were paid in connection with the sale of the Series B Preferred Stock.










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Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



                                                                                             Filed or
                                                               Incorporated by Reference     Furnished
Exhibit #                Exhibit Description                 Form        Date       Number   Herewith
   3.1        Certificate of Designation of Series B          8-K      7/27/2022     3.1
            Preferred Stock filed July 20, 2022
  10.1        Series B Preferred Stock Purchase Agreement,
            effective as of September 28, 2022, by and                                         Filed
            between Edgemode, Inc. and 1800 Diagonal
            Lending LLC
   104      Cover Page Interactive Data File (embedded
            within the Inline XBRL document)
























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