Edgemode, Inc. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information and Holders Our common stock is quoted on the OTCID Basic Market under the symbol “EDGM.” As of April 10, 2026, the last reported sale price of our common stock as reported by the OTC Markets was $.0055 per share. Any over the counter market quotation reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. As of December 31, 2025, there were approximately 198 shareholders of record. This number does not include beneficial owners whose shares are held in the names of various securities brokers, dealers and registered clearing agencies. The following table sets forth for the periods indicated, high and low sales prices of the Company’s common stock as reported by the OTCID Basic Market. Fiscal Year Ended December 31, 2025 High Price Low Price Fourth Quarter $0.0690 $0.0131 Third Quarter $0.11 $0.0030 Second Quarter $0.1 $0.0021 First Quarter $0.007 $0.0022 Fiscal Year Ended December 31, 2024 High Price Low Price Fourth Quarter $0.01 $0.0006 Third Quarter $0.01 $0.0016 Second Quarter $0.0067 $0.0002 First Quarter $0.0075 $0.0021 Dividends The Company has not paid dividends on its common stock to date and does not intend to pay cash dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon the terms of agreements restricting our ability to pay dividends, revenues and earnings, if any, capital requirements and general financial condition and the discretion of the Company’s Board of Directors. It is the present intention of the Company’s Board of Directors to retain all earnings, if any, for use in the Company’s business operations and, accordingly, the Board of Directors does not anticipate declaring any dividends in the foreseeable future. 8 Recent Sales of Unregistered Securities In addition to the equity securities sold by the Company that were previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company, the following sales of equity securities during the period covered by this Report that were not registered under the Securities Act are disclosed below: On October 7, 2025, the Company issued 6,666,667 shares of restricted common stock to an accredited investor pursuant to a subscription agreement between the Company and the investor dated October 7, 2025. The 6,666,667 shares of restricted common stock were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. In October 2025, the Company issued an aggregate of 16,826,087 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the Securities Act. On November 4, 2025, the Company issued 1,833,333 shares of restricted common stock to a service provider pursuant to a services agreement between the Company and the services provider dated October 31, 2025. The 1,833,333 shares of restricted common stock were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. On November 26, 2025, the Company entered into a securities purchase agreement with an accredited investor dated November 18, 2025. Pursuant to the securities purchase agreement, the Company sold to the accredited investor a convertible promissory note in the principal amount of $143,750 for which the Company received net proceeds of $125,000. The Company also issued to the accredited investor 1,250,000 shares of the Company’s common stock as commitment shares. The unsecured original issue discount promissory note and shares were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act. In November 2025, the Company issued an aggregate of 96,332,497 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the Securities Act. In December 2025, the Company issued an aggregate of 7,892,519 shares of common stock upon the cashless exercise of a warrant, which had an exercise price of $0.01 per share and was originally issued on September 17, 2021. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) of the Securities Act. 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. 9 Item 6. [Reserved]