Edgemode, Inc. (EDGM): Entry into a Material Definitive Agreement
Edgemode, Inc. (EDGM) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-10.2 3 edgemode_ex1002.htm PROMISSORY NOTE ISSUED BY EDGEMODE, INC. Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
How this was made
The 30-second read
Why it matters
Key trading risk is dilution: conversion price is fixed at $0.01 per share, can drop to $0.0075 after six months if the stock trades below $0.01 for five consecutive days, and can reset to the lowest traded price during default periods. The note also includes a $50k lump-sum interest added to principal economics (OID structure).
Market read
This is a fresh financing disclosure that can change EDGM’s near-term risk profile via conversion/reset terms and a short maturity window.
What to watch
The 9.99% beneficial ownership cap may limit immediate conversion size, and the company’s ability to pay interest in cash could reduce near-term share issuance pressure if it has liquidity.
Background
The SEC 8-K includes the promissory note terms for a convertible note issued June 3, 2026, with maturity on August 3, 2026 and conversion rights beginning after the 180th daily anniversary or upon default.
Ticker impact
Edgemode entered a material definitive agreement issuing a $300k convertible note to IG Holdings with a $0.01 fixed conversion price and 12% interest.
Near-term downside bias from dilution/financing overhang; heightened sensitivity if EDGM trades below $0.01 because conversion price can reset lower.
A $250k purchase price for $300k principal plus guaranteed $50k lump-sum interest effectively increases economic cost and creates conversion-driven share issuance risk. The conversion price can drop to $0.0075 and then reset to the lowest traded price during default periods, increasing dilution risk if the stock weakens.
Market effects
Microcap financing via OID convertible notes with reset provisions can signal continued funding needs and raise perceived dilution risk across similar issuers.
Limited; primarily affects US small-cap/microcap risk appetite for highly dilutive structures.
Low; transaction is company-specific and not tied to global macro or cross-border markets.
Counterpoint
If EDGM’s stock stabilizes above the $0.01 threshold, the conversion price step-down/reset may not trigger, reducing incremental dilution risk versus worst-case scenarios.
Key entities
- issuerEdgemode, Inc.
Borrower issuing the convertible note; conversion price and reset mechanics drive dilution risk.
- counterpartyIG Holdings
Holder receiving the convertible note; conversion rights subject to a 9.99% beneficial ownership cap.
