UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
________________________________
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | Not Applicable | Not Applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Effective July 14, 2026, the Company entered into a leakout agreement (the “Leakout Agreement”) with certain lenders (the “Lenders”) holding convertible promissory notes in the aggregate outstanding amount of approximately $1,646,136 (the “Notes”). The Leakout Agreement supersedes that certain standstill agreement entered into on June 25, 2026. Pursuant to the Leakout Agreement, each Lender has agreed not to convert, assign, transfer, or pledge more than 30% of its current owed balance of its respective Note over any 30-day period or, if the Company’s common stock closes below $0.003, 15% of its current owed balance over any 30-day period. The Leakout Agreement shall remain in effect until December 31, 2026.
The description of the Leakout Agreement is not complete and is qualified in its entirety by the full text of the Leakout Agreement filed herewith as Exhibit 10.1, which is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit # | Exhibit Description | |
| 10.1 | Leakout Agreement by and among Edgemode, Inc. and certain Lenders dated July 14, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: July 15, 2026 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
| 3 |