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, 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). 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, 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 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. 34 Item 9B. Other Information. During the 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 35 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 Charles Faulkner 40 Chief Executive Officer, President and Director Simon Wajcenberg 57 Chief Financial Officer, Treasurer, Secretary and Director (Chairman) Jose Mora 47 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 (the “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. Charles 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 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. Mr. 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. Mr. 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 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. 36 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. 37 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, 2025 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) Charles Faulkner 2025 450,000 (2) 300,000 – 641,682 2,257,266 – – 3,648,948 Chief Executive Officer 2024 600,000 (2) – – – – – – 600,000 Simon Wajcenberg 2025 450,000 (2) 300,000 – 641,682 2,257,266 – – 3,648,948 Chief Financial Officer 2024 600,000 (2) – – – – – – 600,000 ___________________ (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. (2) 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. See “Note 4. Related Party Transactions” to the Financial Statements included in this report. 38 Compensation Agreements with our Current Executive Officers 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. 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. Mr. 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. 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 served as our Chief Technology Officer from April 7, 2025 to September 1, 2025. As disclosed above, the Adler Employment Agreement has been terminated. 39 Outstanding Equity Awards at Fiscal Year End Outstanding Equity Awards At 2025 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) Charles Faulkner 31,979,352 – – 0.005 (1) 1/31/2027 – – – – Charles Faulkner 76,619,603 – – 0.005 (1) 9/12/2027 – – – – Charles Faulkner 77,000,000 – – 0.005 (1) 3/1/2028 – – – – Charles Faulkner 257,193,133 – – 0.005 (1) 4/7/2030 – – – – Simon Wajcenberg – – – – – – – – ___________________ (1) See “Note 13. Subsequent Events ” to the Financial Statements included in this report. 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. Adler 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 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; and · Strukov an option to purchase 128,596,567 shares of common stock of the Company at an exercise price of $0.005. 40 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 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 a group. 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 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. There are 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. Lauderdale, FL 33301, Attention: Corporate Secretary. Title of Class Name of Beneficial Holder Amount of Beneficial Ownership Percentage Beneficially Owned 5% Shareholders: Common Stock Niclas Adler (1) 1,260,246,354 35.5% Directors and Named Executive Officers Common Stock Charles Faulkner (2) 1,104,518,284 26.3% Common Stock Simon Wajcenberg (3) 1,024,563,611 25.5% All directors and officers as a group (2 persons) 1,483,435,994 51.8% Series D Preferred Charles Faulkner 1 50.0% Series D Preferred Simon Wajcenberg 1 50.0% (1) Adler. Dr. Adler 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. Mr. Faulkner is an executive officer and director of the Company. 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 350,000,000 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, 2025, the Company had no equity compensation plan. 41 Item 13. Certain Relationships and Related Transactions, and Director Independence. During the years ended December 31, 2025 and 2024, the executive officers of the Company advanced $1,620 and $16,275 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. 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; (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. Dr. 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. Dr. Adler resigned as an officer and director of the Company effective September 1, 2025. 42 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 $386,000 as of October 31, 2025 (each an “Accrued Salary”). On December 10, 2025, in full satisfaction of the entirety of the Accrued Salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company issued 1 share of Series D Preferred Stock to each of Charles Faulkner and Simon Wajcenberg. Subsequent to December 31, 2025, on February 10, 2026, the Board approved grants to each of Mr. Faulkner and Mr. Wajcenberg of options to purchase up to 350,000,000 shares of the Company’s common stock at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading day immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”) in furtherance of their employment agreements with the Company. Each Stock Option shall be a non-qualified option. 50% of the shares underlying each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Board, and the remaining 50% shall become vested and exercisable upon the closing of an AI data center site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as determined by the Board. Item 14. Principal Accountant Fees and Services. The following table sets forth the aggregate fees paid for or accrued by the Company for audit and other services provided by M&K CPAS, PLLC, our principal auditor for fiscal 2025 and 2024. 2025 ($) 2024 ($) Audit Fees - M&K CPAS, PLLC (1) 115,450 69,900 Audit Related Fees - M&K CPAS, PLLC 5,500 – Tax Fees – – All Other Fees – – Total 120,950 69,900 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 were pre-approved by the entire Board. 43 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 3.5 Certificate of Designation of Series D Preferred Stock 8-K 12/11/2025 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 44 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 10.40 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC dated August 15, 2025 8-K 8/26/2025 10.1 10.41 Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC dated August 15, 2025 8-K 8/26/2025 10.2 10.42 Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 2, 2025 8-K 9/5/2025 10.1 45 Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.43 First Promissory Note issued by Edgemode, Inc. in favor of ClearThink Capital Partners, LLC dated August 20, 2025 8-K 9/5/2025 10.2 10.44 Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 4, 2025 8-K 9/5/2025 10.3 10.45 Registration Rights Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 4, 2025 8-K 9/5/2025 10.4 10.46 Securities Purchase Agreement between Edgemode, Inc. and Vanquish Funding Group Inc. dated September 9, 2025 8-K 9/15/2025 10.1 10.47 Promissory Note issued by Edgemode, Inc. in favor of Vanquish Funding Group Inc. dated September 9, 2025 8-K 9/15/2025 10.2 10.48 Securities Purchase Agreement between Edgemode, Inc. and FirstFire Global Opportunities Fund, LLC dated September 15, 2025 8-K 9/19/2025 10.1 10.49 Promissory Note issued by Edgemode, Inc. in favor of FirstFire Global Opportunities Fund, LLC dated September 15, 2025 8-K 9/19/2025 10.2 10.50 Securities Purchase Agreement between Edgemode, Inc. and LGH Investments, LLC dated September 18, 2025 and effective September 23, 2025 8-K 9/29/2025 10.1 10.51 Promissory Note issued by Edgemode, Inc. in favor of LGH Investments, LLC dated September 18, 2025 8-K 9/29/2025 10.2 10.52 Securities Purchase Agreement between Edgemode, Inc. and Crom Structured Opportunities Fund I, LP dated September 22, 2025 and effective September 23, 2025 8-K 9/29/2025 10.3 10.53 Promissory Note issued by Edgemode, Inc. in favor of Crom Structured Opportunities Fund I, LP dated September 22, 2025 8-K 9/29/2025 10.4 10.54 Securities Purchase Agreement between Edgemode, Inc. and Jefferson Street Capital, LLC dated September 22, 2025 and effective September 23, 2025 8-K 9/29/2025 10.5 10.55 Promissory Note issued by Edgemode, Inc. in favor of Jefferson Street Capital, LLC dated September 22, 2025 8-K 9/29/2025 10.6 10.56 Securities Purchase Agreement between Edgemode, Inc. and ClearThink Capital Partners, LLC dated September 30, 2025 8-K 10/9/2025 10.1 10.57 Promissory Note issued by Edgemode, Inc. in favor of ClearThink Capital Partners, LLC dated September 30, 2025 8-K 10/9/2025 10.2 10.58 Cordoba Land Lease Agreement dated July 18, 2024 by and between Antonio Perez and Jose Mora 10-Q 11/14/2025 10.18 10.59 Vianos Land Lease Agreement dated November 4, 2024 by and between Jose Garcia and Jose Mora 10-Q 11/14/2025 10.19 10.60 Torrecampo Land Lease Agreement dated March 3, 2025 by and between Julian Cabrera and Jose Mora 10-Q 11/14/2025 10.20 10.61 Malpica Land Lease Agreement dated February 24, 2025 by and between Francisco Partearroyo and Jose Mora 10-Q 11/14/2025 10.21 10.62 Caceres Land Lease Agreement dated May 26, 2025 by and between Antonio Andrada Partearroyo and Jose Mora 10-Q 11/14/2025 10.22 10.63 Vianos Land Lease Assignment Agreement dated December 18, 2024 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L . 10-Q 11/14/2025 10.23 46 Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 10.64 Malpica Land Lease Assignment Agreement dated March 6, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L. 10-Q 11/14/2025 10.24 10.65 Torrecampo Land Lease Assignment Agreement dated March 25, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIG S.L 10-Q 11/14/2025 10.25 10.66 Cordoba Land Lease Assignment Agreement dated March 20, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L . 10-Q 11/14/2025 10.26 10.67 Caceres Land Lease Assignment Agreement dated May 29, 2025 by and between NGE Spain Solia Renewables SL and Blackberry AIF S.L . 10-Q 11/14/2025 10.27 10.68 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Cordoba S.L . 10-Q 11/14/2025 10.28 10.69 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Vianos S.L . 10-Q 11/14/2025 10.29 10.70 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Torrecampo S.L. 10-Q 11/14/2025 10.30 10.71 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Malpica S.L . 10-Q 11/14/2025 10.31 10.72 Land Lease Assignment Agreement dated October 10, 2025 by and between Blackberry AIF S.L. and DC Estate Caceres S.L. 10-Q 11/14/2025 10.32 10.73 Securities Purchase Agreement between Edgemode, Inc. and investor dated November 18, 202 5 8-K 12/1/2025 10.1 10.74 Promissory Note issued by Edgemode, Inc. in favor of investor dated November 20, 2025 8-K 12/1/2025 10.2 10.75 Simon Wajcenberg Conversion Letter Agreement dated December 10, 2025 8-K 12/11/2025 10.1 10.76 Charles Faulkner Conversion Letter Agreement dated December 10, 2025 8-K 12/11/2025 10.2 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 Filed 23.1 Consent of M&K CPAS, PLLC Filed 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. 47 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 April 13, 2026. EDGEMODE, INC. Date: April 13, 2026 /s/ Charles Faulkner Charles 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/ Charles Faulkner Chief Executive Officer April 13, 2026 Charles Faulkner (Principal Executive Officer) and Director /s/ Simon Wajcenberg Chief Financial Officer April 13, 2026 Simon Wajcenberg (Principal Financial Officer) (Principal Accounting Officer) and Director 48