Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Effective October 19, 2026, Edgemode, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited investor (the "Investor"). Pursuant to the Purchase Agreement, the Company sold the Investor an unsecured original issue discount convertible promissory note in the principal amount of $159,600 (the "Promissory Note") for which the Company received net proceeds of $133,000. The proceeds from the sale of the Promissory Note shall be used for working capital. In addition, the Company paid $8,000 to the Investor for reimbursement of legal and due diligence fees.

The Promissory Note bears a one-time interest charge of 15%, which was applied to the principal on the issuance date, and any amount not paid when due bears default interest at 22% per annum. The Promissory Note has a maturity date of July 15, 2027. The Promissory Note is convertible into common stock of the Company only following an event of default, and in no event prior to 180 days after the issuance date. The conversion price shall be 61% of the lowest trading price of the Company's common stock at closing during the 20 trading days prior to the conversion date. The outstanding principal and accrued interest shall be paid in four monthly payments as follows: (i) $91,770 on April 15, 2027, (ii) $30,590 on May 15, 2027, (iii) $30,590 on June 15, 2027, and (iv) $30,590 on July 15, 2027.

The Promissory Note provides for standard and customary events of default such as failing to timely make payments under the Promissory Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934 reporting requirements, the failure to maintain a listing on the OTC Markets and the cessation of operations. Upon the occurrence of an event of default, the Promissory Note becomes immediately due and payable in an amount equal to 150% of the outstanding principal, accrued interest and other amounts owed and may increase to 200% in certain circumstances as set forth in the Promissory Note. At no time may the Promissory Note be converted into shares of the Company's common stock if such conversion would result in the Investor, or its affiliates, owning an aggregate of more than 4.99% of the then outstanding shares of the Company's common stock.

The Promissory Note was issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

The descriptions of the Purchase Agreement and the Promissory Note are not complete and are qualified in their entirety by the full text of the Purchase Agreement and the Promissory Note, filed herewith as Exhibits 10.1 and 10.2, respectively, which are incorporated by reference into this Item 1.01.

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

The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided above in Item 1.01 herein is incorporated by reference into this Item 3.02.