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Edgemode, Inc. (OTC:EDGM) announced it entered into a Securities Purchase Agreement with an accredited investor on August 15, 2025, according to a statement filed with the Securities and Exchange Commission.
Under the agreement, Edgemode sold an unsecured, original issue discount promissory note with a principal amount of $81,600. The company received net proceeds of $60,000, after deducting $8,000 paid to the investor and its counsel for legal and due diligence fees. Edgemode stated that proceeds from the note will be used for working capital.
The promissory note carries a one-time interest charge of 13% applied at issuance, with the rate increasing to 22% if an event of default occurs. The note matures on May 15, 2026. Scheduled repayments are set in four monthly installments: $46,920 due on February 15, 2026, and $15,640 due on each of March 15, April 15, and May 15, 2026.
The note is convertible into common shares of Edgemode at any time following an event of default. The conversion price is set at 71% of the lowest trading price of the company’s common stock during the 20 trading days before the conversion date. The note includes a restriction preventing the investor and its affiliates from owning more than 4.99% of the outstanding common shares through conversion.
The issuance was conducted as a private placement relying on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
The filing also notes that the promissory note includes standard and customary events of default, such as failure to make timely payments, failure to comply with reporting requirements under the Securities Exchange Act of 1934, and failure to maintain a listing on the OTC Markets.
This information is based on a press release statement included in Edgemode’s recent SEC filing.
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