What changed in this filing

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Item 9A. Controls and Procedures

2026-04-13 compared with 2025-05-02 · 277 added, 206 removed, 367 unchanged (57% of the section changed)

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures .

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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;

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.

· 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;

· 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

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internal control over financial reporting as of December 31, 2025.

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).

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).

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

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.

Based on this assessment our management has concluded that as of December 31, 2025, 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.

The existence of the continuing material weaknesses

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Other Information.

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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

quarter ended December 31, 2025, 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.

Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

Directors, Executive Officers and Corporate Governance.

Executive Officers and Corporate Governance.

The following table provides information on our

current executive officers and directors:

Charlie Faulkner

Charles Faulkner

Chief Executive Officer, President and Director

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Chief Financial Officer, Treasurer, Secretary and Director (Chairman)

Chief Technology Officer and Director

Chief Executive Officer of DC Estate Solutions Cayman Limited

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

The Board of Directors (the “Board”) elects officers and their terms of

office are at the discretion of the Board.

Background of Officers and Directors

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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.

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.

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.

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.

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.

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.

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.

Adler was the founder of FENIX in 1997 and its director until 2005.

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.

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.

Adler has served both as Director and Chairman of the Board for Companies listed on Nasdaq Stockholm.

Charles Faulkner has served as our Chief

Executive Officer, President and as a director of our Board since January 31, 2022.

Faulkner has served as the Chief Executive Officer

of Edgemode since its inception in 2020 and serves on the board of directors of DC Estate Solutions.

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.

Wajcenberg has served as the Executive Chairman

of, and in other executive positions at, Edgemode since its inception in 2020 and serves on the board of directors of DC Estate Solutions.

Since December 2016, he has served as an advisor at NB Capital, which he co-founded in 2016.

Jose Mora has served as Chief Executive

Officer for BAIF since 2023 and serves as chief executive officer of DS Estate Solutions.

Mora has also served as a partner at M&M

RAIF in Luxemburg since 2021, as the Chief Executive Officer at Meinzer & Moray Energy Holding in Sevilla, Spain since 2015, and was

the Chief Executive Officer and chairman of the board of directors at Meinzer & Moray Investment in Switzerland between 2016 and 2024.

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.

Our common stock is quoted on the OTCID Basic

Market, 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

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Deferred Compensation Earnings

Charlie Faulkner

Charles Faulkner

Chief Executive Officer

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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.

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.

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.

As of December 31, 2025 and 2024, the Company owed the executive

officers of the Company $248,822 and $1,616,090 in accrued payroll for services performed, respectively.

Party Transactions” to the Financial Statements included in this report.

Agreements with our Current Executive Officers

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.

In 2021, Edgemode previously employed Charles

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 Charles 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 and discretionary bonuses as determined from time to time by the board of directors.

Pursuant to the Share Exchange, 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.

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.

On October 14, 2025, Mr.

Wajcenberg exercised options to purchase an aggregate of 442,792,088 shares of

common stock.

Wajcenberg exercised the options on a net exercise basis and the Company withheld 38,786,973 shares of common stock

for the cost of the exercise.

On October 16, 2025, the Board granted each of Mr.

Faulkner and Mr.

Wajcenberg discretionary bonuses

of $300,000 of which $100,000 has been accrued for each officer as of December 31, 2025.

Accrued salary and bonus for each officer in

the amount of $386,000 was converted to one share of Series D Preferred Stock for each officer in December 2025 in satisfaction of such

accrued amounts.

Subsequent to December 31, 2025, on February 10, 2026, the Board approved grants

to each of Mr.

Faulkner and Mr.

Wajcenberg of options to purchase up to 350,000,000 shares of the Company’s common stock

at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading day

immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”) in furtherance of their

employment agreements with the Company.

Each Stock Option shall be a non-qualified option.

50% of the shares underlying each Stock

Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries,

and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Board, and the remaining 50% shall

become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries,

and a buyer which is for a minimum capacity of 100 MW, as determined by the Board.

Faulkner and Wajcenberg are entitled to certain benefits in connection with a termination of their employment upon death, disability,

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and (iv) material failure to follow the directives of the Board.

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

Adler will have a 50% engagement for the first three months of his employment.

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

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.

served as our Chief Technology Officer from April 7, 2025 to September 1, 2025.

As disclosed above, the Adler Employment Agreement

has been terminated.

Equity Awards at Fiscal Year End

Outstanding Equity Awards At 2025 Fiscal Year-End

of Securities

Securities Underlying Unexercised Options

Number of Securities

Number of Securities Underlying Unexercised Options

Unexercisable

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Expiration Date

Shares or Units of Stock That Have Not Vested (#)

of Shares or Units of Stock That Have Not Vested

Equity Incentive

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Charlie Faulkner

Simon Wajcenberg

Number of Shares or Units of Stock That Have Not

Market Value of Shares or Units of Stock That Have

Equity Incentive Plan Awards:

Number of Unearned

Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value

of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Charles Faulkner

Simon Wajcenberg

Based on the terms as of December 31, 2024, these options vest upon the Company

acquiring $15 million in cryptomining equipment.

___________________

See “Note 13.

Subsequent Events ” to the Financial Statements included in this report.

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.

In connection

with the Share Exchange and the Employment Agreement, Dr.

Adler was also 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.

Pursuant to the Company’s notice to Dr.

of the termination of his employment agreement for cause, the option has expired.

Additionally, on April 7, 2025, the Board approved the

following stock option grants to Mr.

Faulkner, Mr.

Wajcenberg, and Dmitry

Strukov, a consultant of the Company:

an option to purchase 257,193,133 shares of common stock of the Company at an exercise price

of $0.005 per share;

an option to purchase 257,193,133 shares of common stock of the Company at an exercise price

of $0.005 per share;

an option to purchase 128,596,567 shares of common stock of the Company at an exercise price

Wajcenberg, and Dmitry Strukov, a consultant to 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;

Strukov an option to purchase 128,596,567 shares of common stock of the Company at an exercise price of $0.005.

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.

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

Unless otherwise

specified in the notes to this table, the address for each person is:

following table sets forth certain information regarding beneficial ownership of the Company’s common stock as of April 10, 2026,

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

Based on 3,546,009,459 shares of common stock outstanding as of April 10, 2026.

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

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.

2 shares of Series D Preferred Stock issued and outstanding.

Holders of Series D Preferred Stock are entitled to vote together with the

holders of common stock on all matters submitted to a vote of shareholders and each share of Series D Preferred Stock entitles the holder

to voting power equal to 25.5% of the issued and outstanding shares of the Company’s common stock.

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.

FL 33301, Attention:

Lauderdale, FL

33301, Attention:

Corporate Secretary.

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5% Shareholders:

Dmitry Strukov (1)

Niclas Adler (1)

1,260,246,354

Directors and Named Executive Officers

Charlie Faulkner (2)

Charles Faulkner (2)

1,104,518,284

Simon Wajcenberg (3)

Niclas Adler (4)

1,024,563,611

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1,483,435,994

Strukov is a consultant of Edgemode.

Includes 135,558,759 shares of common stock underlying vested stock options.

Series D Preferred

Charles Faulkner

Series D Preferred

Simon Wajcenberg

was an executive officer and director of the Company until his resignation on September 1, 2025.

Includes shares held by ACL, an entity

beneficially owned and controlled by Adler.

On January 15, 2026, the Company filed a lawsuit against SAPL and ACL to rescind the

shares of common stock issued pursuant to the Share Exchange.

(2) Faulkner.

Faulkner is an executive officer and director of the Company.

Includes 442,792,088 shares of common stock underlying vested stock

Includes 792,792,088 shares of common stock underlying vested stock options.

His ownership is included under “All directors and officers as a group.”

(3) Wajcenberg.

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.”

Adler is an executive officer and director of the Company.

Includes shares held by ACL, an entity beneficially owned and controlled

is an executive officer and director of the Company.

Includes 350,000,000 shares of common stock underlying vested stock options

His ownership is included under “All directors

and officers as a group.”

His ownership is included under “All directors and officers as a group.”

Authorized for Issuance under Equity Compensation Plans

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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

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.

During the years ended December 31, 2025 and 2024,

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exercisable at $0.04 per share (the “2023 Grants”;

the January 2022 Grants, September 2022 Grants and the March 2023

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.

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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;

· Strukov an option to purchase 128,596,567 shares of common stock

of the Company at an exercise price of $0.005.

· 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;

· Strukov an option to purchase 128,596,567 shares of common stock of the Company at an exercise price of

As disclosed above, SAPL is a party to the following

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(5) the 5% Promissory Note in favor of Marviken Two;

and (6) the Intellectual

Property Agreement with ACL.

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.

(6) the Intellectual Property

Agreement with ACL.

The Company has filed a complaint in the United States District Court for the Southern District of Florida in Broward

County, Florida for the rescission of the SAPL Share Exchange.

Adler, was 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.

Adler resigned as an officer and director of the Company effective September 1, 2025.

The Company is a party to a consultancy agreement

(with AI Capital Mineco Limited, an affiliate of Dr.

Adler, dated September 1, 2024.

Pursuant to the consultancy agreement, the Company

agreed to pay Dr.

Adler a fee of $300,000, subject to the Company receiving financing in excess of $2,000,000.The Company intends to rescind

the consulting agreement in connection with the recission of the SAPL Share Exchange.

Under the terms of the respective employment agreements

of Charles Faulkner and Simon Wajcenberg, Mr.

Faulkner and Mr.

Wajcenberg each had accrued salaries of $386,000 as of October 31, 2025

(each an “Accrued Salary”).

On December 10, 2025, in full satisfaction of the entirety of the Accrued Salary for each of Mr.

Faulkner and Mr.

Wajcenberg, the Company issued 1 share of Series D Preferred Stock to each of Charles Faulkner and Simon Wajcenberg.

Subsequent to December 31, 2025, on February

10, 2026, the Board approved grants to each of Mr.

Faulkner and Mr.

Wajcenberg of options to purchase up to 350,000,000 shares

of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as

reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years (the

“Stock Options”) in furtherance of their employment agreements with the Company.

Each Stock Option shall be a

non-qualified option.

50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a

purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum

power capacity of 100 MW, as determined by the Board, and the remaining 50% shall become vested and exercisable upon the closing of

an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum

capacity of 100 MW, as determined by the Board.

Principal Accountant Fees and Services.

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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.

The audit and tax fees paid to the auditors were pre-approved by the entire Board.

Exhibits, Financial Statement Schedules.

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Certificate of Designation of Series C Preferred Stock

Certificate of Designation of Series D Preferred Stock

Description of Securities

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Intellectual Property Agreement between SAPL and ACL dated August 31, 2024 (1)

Code of Ethics and Business Conduct

Insider Trading Policy

List of Subsidiaries

Securities Purchase Agreement between Edgemode, Inc.

and 1800 Diagonal Lending LLC dated August 15, 2025

Promissory Note issued by Edgemode, Inc.

in favor of 1800 Diagonal Lending LLC dated August 15, 2025

Securities Purchase Agreement between Edgemode, Inc.

and ClearThink Capital Partners, LLC dated September 2, 2025

Incorporated by Reference

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Exhibit Description

First Promissory Note issued by Edgemode, Inc.

in favor of ClearThink Capital Partners, LLC dated August 20, 2025

Securities Purchase Agreement between Edgemode, Inc.

and ClearThink Capital Partners, LLC dated September 4, 2025

Registration Rights Agreement between Edgemode, Inc.

and ClearThink Capital Partners, LLC dated September 4, 2025

Securities Purchase Agreement between Edgemode, Inc.

and Vanquish Funding Group Inc.

dated September 9, 2025

Promissory Note issued by Edgemode, Inc.

in favor of Vanquish Funding Group Inc.

dated September 9, 2025

Securities Purchase Agreement between Edgemode, Inc.

and FirstFire Global Opportunities Fund, LLC dated September 15, 2025

Promissory Note issued by Edgemode, Inc.

in favor of FirstFire Global Opportunities Fund, LLC dated September 15, 2025

Securities Purchase Agreement between Edgemode, Inc.

and LGH Investments, LLC dated September 18, 2025 and effective September 23, 2025

Promissory Note issued by Edgemode, Inc.

in favor of LGH Investments, LLC dated September 18, 2025

Securities Purchase Agreement between Edgemode, Inc.

and Crom Structured Opportunities Fund I, LP dated September 22, 2025 and effective September 23, 2025

Promissory Note issued by Edgemode, Inc.

in favor of Crom Structured Opportunities Fund I, LP dated September 22, 2025

Securities Purchase Agreement between Edgemode, Inc.

and Jefferson Street Capital, LLC dated September 22, 2025 and effective September 23, 2025

Promissory Note issued by Edgemode, Inc.

in favor of Jefferson Street Capital, LLC dated September 22, 2025

Securities Purchase Agreement between Edgemode, Inc.

and ClearThink Capital Partners, LLC dated September 30, 2025

Promissory Note issued by Edgemode, Inc.

in favor of ClearThink Capital Partners, LLC dated September 30, 2025

Cordoba Land Lease Agreement dated July 18, 2024 by and between Antonio Perez and Jose Mora

Vianos Land Lease Agreement dated November 4, 2024 by and between Jose Garcia and Jose Mora

Torrecampo Land Lease Agreement dated March 3, 2025 by and between Julian Cabrera and Jose Mora

Malpica Land Lease Agreement dated February 24, 2025 by and between Francisco Partearroyo and Jose Mora

Caceres Land Lease Agreement dated May 26, 2025 by and between Antonio Andrada Partearroyo and Jose Mora

Vianos Land Lease Assignment Agreement dated December 18, 2024 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L .

Incorporated by Reference

Filed or Furnished

Exhibit Description

Malpica Land Lease Assignment Agreement dated March 6, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L.

Torrecampo Land Lease Assignment Agreement dated March 25, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIG S.L

Cordoba Land Lease Assignment Agreement dated March 20, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L .

Caceres Land Lease Assignment Agreement dated May 29, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L .

Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L.

and DC Estate Cordoba S.L .

Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L.

and DC Estate Vianos S.L .

Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L.

and DC Estate Torrecampo S.L.

Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L.

and DC Estate Malpica S.L .

Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L.

and DC Estate Caceres S.L.

Securities Purchase Agreement between Edgemode, Inc.

and investor dated November 18, 202 5

Promissory Note issued by Edgemode, Inc.

in favor of investor dated November 20, 2025

Simon Wajcenberg Conversion Letter Agreement dated December 10, 2025

Charles Faulkner Conversion Letter Agreement dated December 10, 2025

Code of Ethics and Business Conduct

Insider Trading Policy

List of Subsidiaries

Consent of M&K CPAS, PLLC

Certification of Principal Executive Officer (Section 302)

22 unchanged sentences

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

thereunto duly authorized on April 13, 2026.

EDGEMODE, INC.

/s/ Charlie Faulkner

Charlie Faulkner

April 13, 2026

/s/ Charles Faulkner

Charles Faulkner

Chief Executive Officer

4 unchanged sentences

on the dates indicated.

/s/ Charlie Faulkner

/s/ Charles Faulkner

Chief Executive Officer

Charlie Faulkner

April 13, 2026

Charles Faulkner

(Principal Executive Officer) and Director

1 unchanged sentence

Chief Financial Officer

April 13, 2026

Simon Wajcenberg

(Principal Financial Officer)(Principal Accounting Officer) and Director

/s/ Niclas Adler

Chief Technology Officer

(Principal Financial Officer) (Principal Accounting Officer) and

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures