SCHEDULE: Edgemode CEO Consolidates Control with Preferred Stock
Beneficial Ownership Report (Schedule 13D Amendment)
Edgemode, Inc. CEO Charles Faulkner converted accrued salary into Series D Preferred Stock, significantly increasing his voting power.
Summary
- Charles Faulkner, CEO and a director of Edgemode, Inc., converted $386,000 of accrued salary into one share of the company's Series D Preferred Stock on December 10, 2025.
- The Series D Preferred Stock grants its holder voting power equal to 25.5% of the issued and outstanding shares of the Issuer's common stock.
- Mr. Faulkner also beneficially owns 754,518,284 shares of common stock, representing approximately 25.3% of the 2,985,583,481 outstanding common shares as of November 12, 2025.
- His total beneficial ownership includes 442,792,088 shares of common stock underlying vested stock options.
- The stated purpose of the transaction was for Mr. Faulkner to exercise control over the Issuer.
Sentiment
Score: 6
Explanation: The filing indicates a significant shift in corporate control, which can be viewed positively for stability and alignment of management interests, but also raises potential concerns regarding minority shareholder influence. The sentiment is moderately positive due to increased insider commitment, but with a watchful eye on governance implications.
Positives
- Increased alignment of the CEO's interests with the company's long-term strategic goals due to a substantial equity stake and enhanced control.
- Potential for greater leadership stability and consistent strategic direction under a consolidated control structure.
Negatives
- Significant concentration of voting power in a single individual (Charles Faulkner) could raise concerns regarding minority shareholder influence and potential for self-serving decisions.
- The conversion of accrued salary into preferred stock, while increasing equity, might suggest a strategy to conserve cash, which could be a concern if indicative of underlying liquidity pressures.
Risks
- Concentration of voting power: The Series D Preferred Stock grants voting power equal to 25.5% of common stock, in addition to the 25.3% common stock already held, giving Charles Faulkner substantial control, which could potentially limit the influence of other shareholders.
- Potential for conflicts of interest: With significant control, there is an increased risk of decisions being made that primarily benefit the controlling shareholder rather than all stakeholders equally.
Future Outlook
The filing does not provide explicit forward-looking statements or guidance beyond the immediate impact of the transaction on control.
Management Comments
- Charles Faulkner acquired all of his securities with the purpose of exercising control.
Industry Context
This transaction is company-specific, focusing on internal corporate governance and control dynamics rather than broader industry trends. It reflects a strategic move by the CEO to solidify his influence within Edgemode, Inc.
Comparison to Industry Standards
- NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Voting Power Structure | The issuance of one share of Series D Preferred Stock to CEO Charles Faulkner grants him voting power equal to 25.5% of the common stock, significantly concentrating control. | 2025-12-10 | This change substantially increases Charles Faulkner's influence over shareholder votes and corporate decisions, potentially impacting the balance of power among shareholders and the effectiveness of minority shareholder voices. |
Related Party Transactions
- Charles Faulkner, as CEO and director, converted $386,000 of his accrued salary into Series D Preferred Stock, which constitutes a related party transaction between the company and its executive.
Stakeholder Impact
- Shareholders: The significant increase in Charles Faulkner's voting power could reduce the influence of other common shareholders in corporate decisions.
- Management: Charles Faulkner gains solidified control, potentially leading to more decisive leadership and long-term strategic execution.
- Creditors: The conversion of salary to equity improves the company's balance sheet by reducing liabilities, which could be viewed positively by creditors.
Next Steps
- NA
Key Dates
| Date | Description |
|---|---|
| 2022-01-31 | Date of the original Employment Agreement under which salary accrued. |
| 2025-11-12 | Date as of which the number of outstanding common shares (2,985,583,481) was reported. |
| 2025-12-10 | Date of event requiring the filing, when Charles Faulkner converted accrued salary and acquired Series D Preferred Stock, and the date of the Conversion Letter Agreement. |
| 2025-12-11 | Date the Schedule 13D was signed. |
Recommendation
holdThe filing details a significant consolidation of control by the CEO through the acquisition of preferred stock with substantial voting power. While this can lead to greater stability and alignment of management interests, it also introduces potential corporate governance risks for minority shareholders. Investors should 'hold' to monitor how this concentrated control impacts future strategic decisions, operational performance, and the treatment of all shareholders, as the long-term implications of such a power shift are yet to unfold.
Keywords
Edgemode Inc., Charles Faulkner, Schedule 13D, Series D Preferred Stock, Voting Power, Corporate Governance, CEO, Insider Ownership, Equity Conversion
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