Edgemode, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures . We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting . Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: · pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls. Based on this assessment our management has concluded that as of December 31, 2024, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of material weaknesses. These material weaknesses in our internal control over financial reporting result from limited segregation of duties and limited multiple levels of review in the financial close process, along with a lack of well-established policies and procedures to identify, approve, and report related party transactions. 23 The existence of the continuing material weaknesses in our internal control over financial reporting increases the risk that a future restatement of our financials is possible. In order to remediate these material weaknesses, we will need to expand our accounting resources. We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis, however, we do not expect that the deficiencies in our disclosure controls will be remediated until such time as we have remediated the material weaknesses in our internal control over financial reporting. In order to do so, we will need to hire employees and put the requisite controls in place. Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 24 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table provides information on our current executive officers and directors: Name Age Positions Charlie Faulkner 39 Chief Executive Officer, President and Director Simon Wajcenberg 56 Chief Financial Officer, Treasurer, Secretary and Director (Chairman) Niclas Adler 53 Chief Technology Officer and Director Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors (“Board”) elects officers and their terms of office are at the discretion of the Board Background of Officers and Directors The following is a brief account of the education and business experience during at least the past five years of our officers and directors, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out. Charlie Faulkner has served as our Chief Executive Officer, President and as a director of our Board since January 31, 2022. Mr. Faulkner has served as the Chief Executive Officer of EdgeMode since its inception in 2020. Since December 2016, he has served as an advisor at North Block Capital Ltd (“NB Capital”), an. investment group that provides asset management, corporate advisory services, and technology solutions, which he co-founded in 2016. Simon Wajcenberg has served as our Chief Financial Officer, Treasurer and as a director of our Board since January 31, 2022. Mr. Wajcenberg has served as the Executive Chairman of, and in other executive positions at, EdgeMode since its inception in 2020. Since December 2016, he has served as an advisor at NB Capital, which he co-founded in 2016. Dr. Niclas Adler was appointed as Chief Technology Officer and as a Board member of the Company pursuant to the terms of the Share Exchange on April 7, 2025. Dr. Adler, is the founder and executive officer of SAPL and has served as chief executive officer of Synthesis Group AB, a technology and infrastructure investment company based in Sweden, since 2017. Dr. Adler has been engaged as co-founder, investor, executive, and board member in more than 40 different technology companies with its origin from Sweden, Finland, US, UK, France, Hong Kong, China, Estonia, Singapore, Pakistan, and Indonesia. Dr. Adler holds an MSc (1994) and PhD (1999) degree from Stockholm School of Economics with a focus on big data, machine learning, and AI, was appointed full professor in 2008, and has been an academic leader, fellow, and faculty member at Stockholm School of Economics, Chalmers University of Technology, Ecoles des Mines des Paris, Jönköping International Business School, Cambridge University, Babson College, and Royal College of Music. Dr. Adler was the founder of FENIX in 1997 and its director until 2005. FENIX was a strategic partnership between Ericsson, Volvo, AstraZeneca, Telia, Stockholm School of Economics, Chalmers University of Technology, and Ecoles des Mines de Paris to innovate and shape new digital, high-performance computing and AI-enabled solutions to transform telecommunication, transportation, and health-care industries. Dr. Adler served as Director for iDevelopment Group AB, an entity that filed for bankruptcy in 2024 in Sweden. Since 1994, Dr. Adler has been a Fellow at the Institute for Management of Innovation and Technology, was on the advisory board of Advanced Institute for Management at London Business School between 2002-2003, has advised the UK government on management and digitalization issues, was a Fellow at the Sunningdale Institute, was a part of UK Cabinet Office between 2002 and 2007, and was a Fellow at the International Entrepreneurship Academy in Dublin, Ireland between 2008-2015 where he advised the Irish government on Innovation and Digitalization policies. Between 2011-2017, Dr. Adler also acted as the co-project leader for World Economic Forums Annual Global Competitiveness Study in Sweden. Dr. Adler has served both as Director and Chairman of the Board for Companies listed on Nasdaq Stockholm. 25 Director Independence Our common stock is quoted on the OTC Pink Markets, which does not have director independence requirements. Using the definition of independence set forth in the rules of the NASDAQ Stock Market, neither of our directors would be considered an independent director. Board Leadership Our Board does not have a policy as to whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined. However, we have chosen to separate the Chief Executive Officer and Board Chairman positions. Currently, our Chairman is Simon Wajcenberg. Our Board has determined that its current structure, with a separate Chairman and Chief Executive Officer, both of which are co-founders of Edgemode, is in the best interests of the Company and its shareholders at this time. We believe that this Board leadership structure is the most appropriate for the Company. In the near future, we anticipate appointing independent directors. At such time, we will appoint an independent director as the Lead Director who will have broad responsibilities and authority. At such time, we will re-evaluate the composition of the Board and its leadership structure. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face and have responsibility for the oversight of risk management in their dual roles as directors. Committees of the Board Due to our size, we have not formally designated a nominating committee, an audit committee, a compensation committee, or committees performing similar functions. The Board currently acts as our audit committee. Since we are still a developing company, the Board is still in the process of finding an “audit committee financial expert” as defined in Regulation S-K. Stockholder Nominations We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our board of directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Given the early stage of our business, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board. Code of Ethics and Conduct Our Board has adopted a Code of Ethics applicable to all officers, directors and employees, which was filed as Exhibit 14.1 to our Form 10-K Annual Report for the year ended December 31, 2022. 26 Insider Trading Policy The Company has implemented an Insider Trading Policy applicable to its officers, directors and employees with access to material nonpublic information, as well as such persons’ family members, which prohibits such persons from conducting transactions involving the purchase or sale of the Company’s securities while in possession of material nonpublic information. A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 of the Company’s Form 10-K Annual Report for the year ended December 31, 2023. While the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider Trading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including options, to its officers, directors and other employees with access to material nonpublic information. Generally, the Board of Directors or Compensation Committee does not approve grants of such awards close in time to the disclosure of material nonpublic information and does not take material nonpublic information into account when determining the timing and terms of such an award. Further, the Company does not have a policy or practice of timing the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Anti-Hedging Policies Under the Company’s Insider Trading Policy, all officers, directors and employees are prohibited from engaging in hedging, pledging or shoring transactions. Item 11. Executive Compensation. Set forth below is the information regarding the compensation paid, distributed or accrued by Edgemode for the fiscal year ended December 31, 2024 to the Company’s Chief Executive Officer (principal executive officer) serving during the last fiscal year and the other two most highly compensated executive officers serving at the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”). Summary Compensation Table Name and Principal Position (a) Year (b) Salary ($)(c) Bonus ($)(d) Stock Awards ($)(e)(1) Option Awards ($)(f)(1) Non-Equity Inventive Plan Compensation ($)(g) Non-Qualified Deferred Compensation Earnings ($)(h) All Other Compensation ($)(i) Total ($)(j) Charlie Faulkner 2024 600,000 (2) – – – – – – 600,000 Chief Executive Officer 2023 600,000 (2) – – 2,407,017 (3) – – – 3,007,017 Simon Wajcenberg 2024 600,000 (2) – – – – – – 600,000 Chief Financial Officer 2023 600,000 (2) – – 2,407,017 (3) – – – 3,007,017 ___________________ (1) Amounts reported represent the aggregate grant date fair value of awards granted without regards to forfeitures granted to the Named Executive Officers, computed in accordance with ASC 718. This amount does not reflect the actual economic value realized by the Named Executive Officers. For each Named Executive Officer – the 2023 issuance includes 77,000,000 stock options exercisable at $0.04 per share. (2) As of December 31, 2024 and 2023 the Company owed the executive officers of the Company $1,616,090 and $661,201 in accrued payroll for services performed, respectively. See “Note 12. Subsequent Events” to the Financial Statements included in this report. (3) In January 2023, the 31,979,352 stock option grants to each of Messrs. Faulkner and Wajcenberg included in the Outstanding Equity Awards at 2023 Fiscal Year End table below were repriced from $0.40 to $0.06. In March 2023, the Company granted to each of Messrs. Faulkner and Wajcenberg 77,000,000 five-year stock options which vest when the Company purchases at least $15 million of crypto mining equipment. The options are exercisable at $0.04 per share. See “Note 12. Subsequent Events” to the Financial Statements included in this report. 27 Compensation Agreements with our Current Executive Officers In 2021, Edgemode previously employed Charlie Faulkner and Simon Wajcenberg pursuant to oral employment agreements with salaries which began at $10,000 per month in early 2021 and were increased to $30,000 per month in October 2021. In 2022, Edgemode then entered into formal employment agreements with Charlie Faulkner and Simon Wajcenberg which provided for annual base salaries of $600,000 each and the grant to each of 31,979,352 five-year vested stock options with an exercise price of $0.40 per share. Pursuant to the Share Exchange, Mr. Faulkner and Mr. Wajcenberg entered into amendments to their Executive Employment Agreements (the “Executive Employment Amendments”), to set their base salary at $400,000 per annum and a quarterly bonus of up to $150,000 at the discretion of the Board. Messrs. Faulkner and Wajcenberg are entitled to certain benefits in connection with a termination of their employment upon death, disability, dismissal without cause, or constructive termination. In any such termination, the executive will receive 12 months base salary and any performance bonus that he would have been due at the time of termination. In certain circumstances, the termination provision is subject to a cure period. Cause is generally defined as (i) committing or participating in an injurious act of fraud, gross neglect, misrepresentation, embezzlement or dishonesty against the Company; (ii) participating in any injurious act or acting recklessly or in a manner which was grossly negligent against the Company; engaging in a criminal enterprise involving moral turpitude, financial or securities fraud; (iii) felony conviction; and (iv) material failure to follow the directives of the Board. Dr. Adler will be paid an annual base salary of $400,000 and has been issued a five-year non-qualified stock option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005. Additionally, based on Dr. Adler’s time devoted to Edgemode, he will be entitled to receive a quarterly bonus of $150,000. These terms are based on full-time engagement and it has been agreed that Dr. Adler will have a 50% engagement for the first three months of his employment. The Adler Employment Agreement may be terminated with cause at any time and, if terminated with cause, Dr. Adler would be entitled to compensation only for the period ending with the date of such termination. The Adler Employment Agreement may also be terminated by Edgemode without cause upon providing Dr. Adler 30 days’ prior written notice. In the event of termination without cause, Edgemode would continue to pay Dr. Adler his annual base salary and any benefits for the lesser of: (i) the balance of the term of the Adler Employment Agreement or (ii) 12 months from the date of termination, together with any performance bonuses (as defined in the Adler Employment) which may have been earned as of the date of termination. 28 Outstanding Equity Awards at Fiscal Year End Outstanding Equity Awards At 2024 Fiscal Year-End Name (a) Number of Securities Underlying Unexercised Options (#) Exercisable (b) Number of Securities Underlying Unexercised Options (#) Unexercisable (c) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) Option Exercise Price ($)(e) Option Expiration Date (f) Number of Shares or Units of Stock That Have Not Vested (#) (g) Market Value of Shares or Units of Stock That Have Not Vested ($)(h) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j) Charlie Faulkner 31,979,352 – – 0.06 (2) 1/31/2027 – – – – Charlie Faulkner – 76,619,603 (1)(2) – 0.10 (2) 9/12/2027 – – – – Charlie Faulkner – 77,000,000 (1)(2) – 0.04 (2) 3/1/2028 – – – – Simon Wajcenberg 31,979,352 – – 0.06 (2) 1/31/2027 – – – – Simon Wajcenberg – 76,619,603 (1) (2) – 0.10 (2) 9/12/2027 – – – – Simon Wajcenberg – 77,000,000 (1) (2) – 0.04 (2) 3/1/2028 – – – – (1) Based on the terms as of December 31, 2024, these options vest upon the Company acquiring $15 million in cryptomining equipment. (2) See “Note 12. Subsequent Events” to the Financial Statements included in this report. Subsequent to the period covered by this report, on April 7, 2025, pursuant to the Share Exchange, the Company issued to Dr. Adler a five-year non-qualified stock option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005. Additionally, on April 7, 2025, pursuant to the Share Exchange, the Company approved the following stock option grants to Mr. Faulkner, Mr. Wajcenberg, and Dmitry Strukov, a consultant of the Company: · Faulkner an option to purchase 257,193,133 shares of common stock of the Company at an exercise price of $0.005 per share; · Wajcenberg an option to purchase 257,193,133 shares of common stock of the Company at an exercise price of $0.005 per share; and · Strukov an option to purchase 128,596,567 shares of common stock of the Company at an exercise price of $0.005. 29 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of April 15, 2025, by (i) each person who is known by the Company to own beneficially more than 5% of any classes of outstanding common stock, (ii) each director of the Company, (iii) each of the Named Executive Officers, and (iv) all directors and executive officers of the Company as a group. Based on 2,264,453,600 shares of common stock outstanding as of April 15, 2025. Beneficial ownership is determined in accordance with Rule 13d-3 and 13d-5 under the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person is considered a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire beneficial ownership within 60 days. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted in the footnotes to this table. Unless otherwise specified in the notes to this table, the address for each person is: c/o Edgemode, Inc., 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301, Attention: Corporate Secretary. Title of Class Name of Beneficial Holder Amount of Beneficial Ownership Percentage Beneficially Owned 5% Shareholders: Common Stock Dmitry Strukov (1) 135,558,759 5.6% Directors and Named Executive Officers Common Stock Charlie Faulkner (2) 754,518,284 28.7% Common Stock Simon Wajcenberg (3) 767,704,683 29.2% Common Stock Niclas Adler (4) 1,646,036,054 64.3% All directors and officers as a group (3 persons) 3,168,259,021 92.1% (1) Strukov. Mr. Strukov is a consultant of Edgemode. Includes 135,558,759 shares of common stock underlying vested stock options. (2) Faulkner. Mr. Faulkner is an executive officer and director of the Company. Includes 442,792,088 shares of common stock underlying vested stock options. His ownership is included under “All directors and officers as a group.” (3) Wajcenberg. Mr. Wajcenberg is an executive officer and director of the Company. Includes 442,792,088 shares of common stock underlying vested stock options. His ownership is included under “All directors and officers as a group.” (4) Adler. Dr. Adler is an executive officer and director of the Company. Includes shares held by ACL, an entity beneficially owned and controlled by Adler. Includes 385,789,700 shares of common stock underlying vested stock options. His ownership is included under “All directors and officers as a group.” Securities Authorized for Issuance under Equity Compensation Plans As of December 31, 2024, the Company had no equity compensation plan. 30 Item 13. Certain Relationships and Related Transactions, and Director Independence. On January 31, 2022, the Company granted options to the officers and a consultant of the Company to purchase up to 65,920,895 shares of the Company’s stock, vesting immediately, at an exercise price of $0.40 per share. On January 25, 2023, the Company amended stock option grants to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment reduced the exercise price of the options from $0.40 per share to $0.06 per share. On September 12, 2022, the Company granted options to the officers of the Company to purchase up to 153,239,206 shares of the Company’s stock, which vest upon the Company listing its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market, at an exercise price of $0.10 per share. On March 3, 2023, the Company amended stock option grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment provides for the vesting to be only upon the closing of the purchase of at least $15 million of crypto mining equipment, rather than conditioned on an uplisting of the Company’s shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market. On March 3, 2023, the Company granted to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, options to purchase up to 77,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share, exercisable for five years. The stock options shall each be a non-qualified option and shall become vested and exercisable upon the Company closing on the purchase of at least $15 million of crypto mining equipment. See below. During the years ended December 31, 2024 and 2023, the executive officers of the Company advanced $16,725 and $16,000 to the Company for working capital needs. The advances are non-interest bearing and are due on demand. Under the terms of the respective employment agreements of Charles Faulkner and Simon Wajcenberg, Mr. Faulkner and Mr. Wajcenberg had accrued salaries of $906,229 and $819,989, respectively, as of February 1, 2025. On February 20, 2025, in full satisfaction of $769,989 of the accrued salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company (1) issued to each of Charles Faulkner and Simon Wajcenberg 256,660,163 shares of restricted common stock at a conversion price of $0.003 per share, and (2) amended options held by each of Mr. Faulkner and Mr. Wajcenberg to (i) purchase up to 76,619,603 shares of the Company’s common stock at an exercise price of $0.10 per share, as amended on March 3, 2023 which vest upon the closing of the purchase of at least $15 million of crypto mining equipment (the “2022 Options”) and (ii) purchase up to 77,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share, which shall vest upon the Company closing on the purchase of at least $15 million of crypto mining equipment (the “2023 Options”), to eliminate the vesting requirements of the 2022 Options and 2023 options. The 2022 Options and 2023 Options are fully vested as of the Effective Date. 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 had accrued salaries of approximately $173,110 and $130,010, respectively. On April 2, 2025, 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. Further, o n April 7, 2025, pursuant to the Share Exchange, the Company issued to Dr. Adler a five-year non-qualified stock option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005. 31 Additionally, on April 7, 2025, pursuant to the Share Exchange, the Company approved the following stock option grants to Mr. Faulkner, Mr. Wajcenberg, and Dmitry Strukov, a consultant of the Company: · Faulkner an option to purchase 257,193,133 shares of common stock of the Company at an exercise price of $0.005 per share; · Wajcenberg an option to purchase 257,193,133 shares of common stock of the Company at an exercise price of $0.005 per share; and · Strukov an option to purchase 128,596,567 shares of common stock of the Company at an exercise price of $0.005. As disclosed above, SAPL is a party to the following agreements: (1) the Power Purchase Agreement with Marviken One; (2) the Building Lease with Marviken One; (3) the Property Purchase with Marviken Two; (4) the Cooling Agreement with Marviken One; (5) the 5% Promissory Note in favor of Marviken Two; and (6) the Intellectual Property Agreement with ACL. Dr. Adler, an officer and director of our company effective April 7, 2025, is the chief executive officer of SAPL, an executive officer and beneficial owner of Marviken One and Marviken Two, and the sole shareholder ACL. Item 14. Principal Accountant Fees and Services. The following table sets forth the aggregate fees paid for or accrued by the Company for audit and other services provided by M&K CPAS, PLLC, our principal auditor for fiscal 2024 and 2023. 2024 ($) 2023 ($) Audit Fees - M&K CPAS, PLLC (1) 69,900 56,550 Audit Related Fees - M&K CPAS, PLLC – – Tax Fees – – All Other Fees – – Total 56,550 Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. Our Board has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of the Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit and tax fees paid to the auditors with respect to 2024 were pre-approved by the entire Board. 32 PART IV Item 15. Exhibits, Financial Statement Schedules. (1) Financial Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item. (2) Financial Statements Schedules. All schedules are omitted because they are not applicable or because the required information is contained in the Consolidated Financial Statements or notes included herein. (3) Exhibits. EXHIBIT INDEX Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 2.1 Agreement and Plan of Merger and Reorganization (1) 8-K 12/8/2021 2.1 2.2 Share Exchange Agreement effective April 7, 2025 by and between Edgemode, Inc., Synthesis Analytics Production Ltd. and Adler Capital Limited (1) 8-K 4/8/2025 2.1 3.1 Certificate of Incorporation, As Amended and Restated 10-K 4/12/2022 3.1 3.1(a) Certificate of Amendment Increase in Authorized Common Stock effective April 7, 2025 8-K 4/8/2025 3.1 3.2 Bylaws 8-K 2/7/2022 3.2 3.2(a) Amendment No. 1 to the Bylaws 8-K 4/15/2022 3.1 3.3 Certificate of Designation of Series B Preferred Stock 8-K 7/27/2022 3.1 3.4 Certificate of Designation of Series C Preferred Stock 8-K 3/4/2025 3.1 4.1 Description of Securities 10-K 4/12/2022 4.1 10.1 Form of Executive Employment Agreement (2) 8-K 2/7/2022 10.1 10.2 Form of Option Agreement 8-K 2/7/2022 10.3 10.3 Series A Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 7/27/2022 10.1 10.4 Series B Preferred Stock Purchase Agreement, effective as of August 26, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 8/29/2022 10.1 10.5 Charlie Faulkner Stock Option Grant dated September 12, 2022 (2) 8-K 9/12/2022 10.1 10.6 Simon Wajcenberg Stock Option Grant dated September 12, 2022 (2) 8-K 9/12/2022 10.2 10.7 Common Stock Purchase Agreement between EdgeMode, Inc. and Alumni Capital LP dated September 19, 2022 8-K 9/23/2022 10.1 10.8 Series B Preferred Stock Purchase Agreement, effective as of September 28, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 9/28/2022 10.1 10.9 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 (2) 8-K 1/26/2023 10.1 10.10 Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 (2) 8-K 1/26/2023 10.2 10.11 Stock Option Grant to Charlie Faulkner dated March 3, 2023 (2) 8-K 3/7/2023 10.1 10.12 Stock Option Grant to Simon Wajcenberg dated March 3, 2023 (2) 8-K 3/7/2023 10.2 33 Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.13 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 (2) 8-K 3/7/2023 10.3 10.14 Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 (2) 8-K 3/7/2023 10.4 10.15 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC effective April 20, 2023 for purchase of Promissory Note 8-K 4/24/2023 10.1 10.16 Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective April 20, 2023 8-K 4/24/2023 10.2 10.17 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC dated April 20, 2023 for purchase of Convertible Promissory Note 8-K 4/24/2023 10.3 10.18 Convertible Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective April 20, 2023 8-K 4/24/2023 10.4 10.19 Form of Securities Purchase Agreement for purchase of Promissory Note 8-K 4/28/2023 10.1 10.20 Form of Promissory Note 8-K 4/28/2023 10.2 10.21 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC effective August 4, 2024 8-K 8/8/2023 10.1 10.22 Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective August 4, 2023 8-K 8/8/2023 10.2 10.23 Master Services Agreement with Cudo Ventures 8-K 2/24/2025 10.1 10.24 Simon Wajcenberg Conversion Letter dated February 20, 2025 8-K 2/24/2025 10.2 10.25 Charles Faulkner Conversion Letter dated February 20, 2025 8-K 2/24/2025 10.3 10.26 Amendment to Simon Wajcenberg Stock Option Grant dated February 20, 202 5 (2) 8-K 2/24/2025 10.4 10.27 Amendment to Charlie Faulkner Stock Option Grant dated February 20, 202 5 (2) 8-K 2/24/2025 10.5 10.28 Amendment to Simon Wajcenberg Stock Option Grant dated April 2, 202 5 (2) 8-K 4/2/2025 10.1 10.29 Amendment to Charlie Faulkner Stock Option Grant dated April 2, 202 5 (2) 8-K 4/2/2025 10.2 10.30 Executive Employment Agreement effective April 7, 2025 between Edgemode, Inc. and Niclas Adler (2) 8-K 4/8/2025 10.1 10.31 Consultancy Agreement by and between AI Capital Mineco Limited and Edgemode, Inc. effective April 7, 2025 8-K 4/8/2025 10.2 10.32 Form of Amendment No. 1 to Executive Employment Agreement 8-K 4/8/2025 10.3 10.33 Form of Stock Option Grant (2) 8-K 4/8/2025 10.4 10.34 Power Purchase Agreement between SAPL and Marviken One dated December 27, 2024, as amended on February 20, 2025 (1) 8-K 4/8/2025 10.5 10.35 Building Lease between SAPL and Marviken One dated December 27, 2024 (1) 8-K 4/8/2025 10.6 10.36 Property Purchase Agreement between SAPL and Marviken One dated December 4, 2024 (1) 8-K 4/8/2025 10.7 10.37 Cooling Agreement between SAPL and Marviken One dated December 27, 2024 (1) 8-K 4/8/2025 10.8 10.38 5% Promissory Note issued by Synthesis Analytics Ltd. in favor of Marviken Two dated December 4, 2024 (1) 8-K 4/8/2025 10.9 10.39 Intellectual Property Agreement between SAPL and ACL dated August 31, 2024 (1) 8-K 4/8/2025 10.10 14.1 Code of Ethics and Business Conduct 10-K 4/17/2023 14.1 19.1 Insider Trading Policy 10-K 4/26/2024 19.1 21.1 List of Subsidiaries 10-K 4/17/2023 21.1 34 Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 31.1 Certification of Principal Executive Officer (Section 302) Filed 31.2 Certification of Principal Financial Officer (Section 302) Filed 32.1 Certification of Principal Executive Officer (Section 906) (3) Furnished 32.2 Certification of Principal Financial Officer (Section 906) (3) Furnished 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). Filed ______________________ (1) Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information. (2) Management contract or compensatory agreement plan or arrangement. (3) This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K. Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to EdgeMode, Inc., 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301, Attention: Corporate Secretary. Item 16. Form 10-K Summary. None. 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 2, 2025 EDGEMODE, INC. Date: May 2, 2025 /s/ Charlie Faulkner Charlie Faulkner Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Edgemode, Inc. and in the capacities and on the dates indicated. Signature Title Date /s/ Charlie Faulkner Chief Executive Officer May 2, 2025 Charlie Faulkner (Principal Executive Officer) and Director /s/ Simon Wajcenberg Chief Financial Officer May 2, 2025 Simon Wajcenberg (Principal Financial Officer)(Principal Accounting Officer) and Director /s/ Niclas Adler Chief Technology Officer May 2, 2025 Niclas Adler 36