Edgemode, Inc. Material Event - What Happened

Hey everyone, let's break down some big news from Edgemode, Inc. in a way that makes sense, without all the confusing finance talk. Think of this as me explaining it to you over coffee.

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1. What happened? (The Big News, Plain and Simple)

Alright, so Edgemode just made two really big and somewhat concerning moves.

First, they've created a new type of stock, called 'Series D Preferred Stock,' and given one share each to two of their top officers, Charles Faulkner and Simon Wajcenberg. Here's the kicker: each of these shares gives its holder voting power equal to a massive 25.5% of all the common stock outstanding. Since two such shares were issued, this means these two individuals now collectively control over half (51%) of the company's total voting power!

Second, Edgemode is backing out of a major deal they made earlier this year (in April 2025) to acquire another company, Synthesis Analytics Production Ltd. They're saying the other company broke important promises, specifically that its assets were secretly tied up with debt (or "encumbered"). As a result, Edgemode plans to cancel the deal, get back the shares they issued for it, and now owes a refund to another partner, Cudo Ventures Ltd., because a related agreement was also terminated.

Basically, something important changed that could affect how Edgemode does business and how its stock performs.

2. When did it happen?

The decision to rescind the acquisition deal was announced on December 8, 2025. The new Series D Preferred Stock was officially created and issued to the officers on December 10, 2025.

3. Why did it happen? (The Story Behind the Story)

So, why did Edgemode do this, or why did this situation come about?

The acquisition deal with Synthesis Analytics fell apart because Edgemode discovered that Synthesis Analytics' assets were "encumbered" – meaning they had liens or debts attached to them – which was a breach of the original agreement. Edgemode is essentially saying they were misled about the condition of the assets they were acquiring.

As for the Series D Preferred Stock, it was issued to Charles Faulkner and Simon Wajcenberg to pay off their accrued salaries, which totaled $386,000 each as of October 31, 2025. While paying salaries with stock isn't unusual, the type of stock and its immense voting power is what makes this particular move stand out.

4. Why does this matter? (The "So What?" for Everyone)

This isn't just some boring corporate announcement; it actually has real consequences.

• Major Control Shift: The creation and issuance of the Series D Preferred Stock fundamentally changes who controls Edgemode. With two individuals holding shares that collectively represent over 50% of the voting power, common shareholders (that's most investors) have significantly less say in the company's direction. This is a major red flag for corporate governance and could make the company less attractive to new investors.
• Failed Acquisition & Financial Hit: The failed acquisition means Edgemode won't get the assets or expansion they hoped for from Synthesis Analytics. Plus, they now have to refund a deposit to Cudo Ventures, which will be a financial cost. This indicates a setback in their growth strategy and a potential financial drain.

In short, this event could change Edgemode's future path, either for the better or for the worse, depending on the specifics.

5. Who is affected? (Who Feels the Ripple)

A big event like this doesn't just happen in a vacuum. Lots of people feel the impact:

• Edgemode Employees: Charles Faulkner and Simon Wajcenberg received significant compensation in the form of high-voting stock. Other employees might be wondering about the company's stability and governance.
• Customers: Cudo Ventures Ltd. is directly affected by the termination of their agreement and will receive a refund.
• Investors (that's you!): Common shareholders are significantly impacted by the dilution of their voting power. The failed acquisition also affects the company's future prospects and financial health, which can influence stock price.
• Competitors: They'll be watching closely. If Edgemode gets stronger, competitors might have to step up their game. If Edgemode stumbles, competitors might see an opportunity.
• Partners/Suppliers: Synthesis Analytics Production Ltd. and Adler Capital Limited are now in a dispute with Edgemode over the rescinded deal.

6. What happens next? (The Road Ahead)

This isn't the end of the story; it's usually just the beginning of a new chapter.

Edgemode will now proceed with formally rescinding the Share Exchange Agreement, canceling the shares issued to Adler Capital, and terminating the stock option for Mr. Adler. They also need to process the refund to Cudo Ventures.

The new voting structure is already in place, meaning the two officers now hold significant control. Investors will be watching closely to see how this new power dynamic influences future company decisions and whether Edgemode faces any legal challenges related to the rescinded acquisition. This event will likely shape Edgemode's strategy for the foreseeable future.

7. What should investors/traders know? (Your Practical Takeaways)

For those of you watching Edgemode's stock:

• Major Governance Change: Understand that the voting power of common shareholders has been significantly diluted. This could impact future strategic decisions and shareholder rights.
• Financial Implications: The failed acquisition and required refund represent a financial setback and a missed growth opportunity.
• Increased Risk: These events introduce significant uncertainty and risk regarding Edgemode's management, strategy, and financial stability.
• Expect volatility: Given these major developments, expect Edgemode's stock price to be particularly volatile as the market digests this news.
• Do your homework: This is a good time to re-evaluate Edgemode. Does this news change your opinion on the company's long-term prospects?
• Look for details: Keep an eye out for any follow-up announcements from Edgemode or analysis from financial experts. The more information you have, the better.
• Consider your own goals: Does this event align with your personal investment strategy and risk tolerance?

Remember, this is just a breakdown of what happened and why it matters. Always do your own research before making any trading or investment decisions!