The two-month note carries 12% interest and conversion-price resets that could deepen dilution if the company’s shares slip below a penny.

June 10, 2026

Edgemode, Inc., a Nevada-incorporated company based in Fort Lauderdale, Florida, has raised $250,000 in working capital through a convertible promissory note sold to a single accredited investor, under terms that lean heavily toward the lender if the company’s stock falters.

The deal took effect on June 3, 2026, through a securities purchase agreement with the unnamed investor. While the note carries a principal balance of $300,000, it was issued with a $50,000 original issuance discount, leaving Edgemode with net proceeds of $250,000.

Note Terms and Pricing

The financing is short-dated, maturing on August 3, 2026 — roughly two months after issuance. It accrues interest at 12% per year, and on the issue date the company added a separate $50,000 lump-sum interest charge to the principal.

Conversion and Reset Mechanics

The most consequential terms govern how the debt converts into equity. The investor may convert at one cent per share, but only after either of the following:

• the note has been outstanding for 180 days, or
• the company enters an event of default.

The agreement also includes conversion-price resets that activate if the shares weaken:

• If the stock closes below one cent for more than five consecutive trading days — beginning six months after issuance — the conversion price drops to $0.0075.
• If the stock then trades under $0.0075 for more than five straight sessions, the price resets to the lowest traded price during the default period, recalculating every 21 days for as long as the default lasts.

Limits and Default Provisions

To cap immediate dilution, the note prohibits any conversion that would lift the investor and its affiliates above 9.99% of Edgemode’s outstanding shares. The company is also barred from incurring debt senior to the note without the investor’s consent.

Customary default triggers include missed payments, failure to keep current with SEC reporting requirements, and loss of the company’s OTC Markets listing. On default, the full outstanding balance — principal plus accrued, unpaid interest — becomes immediately due.

Edgemode issued the note privately under the Section 4(a)(2) exemption of the Securities Act of 1933, with the purchase agreement and note attached as exhibits. Chief Executive Charles Faulkner signed the report on June 9, 2026.