UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Under the terms of the respective employment agreements of the Company’s executive officers, Charles Faulkner and Simon Wajcenberg, as of April 2, 2025, Mr. Faulkner and Mr. Wajcenberg have accrued salaries of approximately $173,110 and $130,010, respectively (each an “Accrued Salary” and collectively, the “Accrued Salaries”). On April 2, 2025 (the “Effective Date”), in satisfaction of $50,000 of the Accrued Salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company amended each of Mr. Faulkner and Mr. Wajcenberg options to purchase up to: (1) 31,979,352 shares of the Company’s common stock dated January 31, 2022, exercisable at $0.06 per share (the “January 2022 Grants”); (2) 76,619,303 shares of the Company’s common stock dated September 12, 2022, as amended, exercisable at $0.10 per share (the “September 2022 Grants”) and (3) 77,000,000 shares of the Company’s common stock dated March 1, 2023 exercisable at $0.04 per share (the “2023 Grants”; the January 2022 Grants, September 2022 Grants and the March 2023 Grants; collectively the “Option Grants”), reduce the exercise price of the Option Grants to $0.005 per share.
The foregoing description of the amendments to the Wajcenberg and Faulkner Option Grants are qualified in its entirety by the full text of each amendment to the Option Grants, which are filed herewith as Exhibits 10.1 and 10.2, respectively.
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 Simon Wajcenberg Option Grant Agreements dated April 2, 2025 | Filed | ||||||||
| 10.2 | Amendment to Charles Faulkner Option Grant Agreements dated April 2, 2025 | Filed | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
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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: April 2, 2025 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
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