SCHEDULE: Edgemode CFO Boosts Stake, Gains Significant Voting Power

Edgemode, Inc.'s CFO and Director, Simon Wajcenberg, converted $386,000 in accrued salary for a Series D Preferred Stock share, significantly increasing his voting control to 25.5%.

Summary

• Simon Wajcenberg, Chief Financial Officer and a director of Edgemode, Inc., beneficially owns 728,917,710 shares of common stock, representing 24.4% of the outstanding common stock.
• This beneficial ownership includes 54,354,099 shares of common stock held in his wife's name.
• On December 10, 2025, Wajcenberg converted $386,000 of accrued salary, under an Employment Agreement dated January 31, 2022, into one share of the Company's Series D Preferred Stock.
• The Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued and outstanding shares of the Issuer's common stock.
• The stated purpose of this transaction is for Wajcenberg to exercise control over the Issuer.

Sentiment

Score: 6

Explanation: While the executive's increased stake and commitment are positive, the significant concentration of voting power in one individual could be viewed with caution by some investors due to potential governance implications.

Positives

• A key executive (CFO and Director) is increasing his stake and control, potentially signaling strong confidence in the company's future prospects.
• The conversion of accrued salary into equity strengthens the company's balance sheet by reducing a liability and conserving cash.
• The executive's long-term commitment to the company is reinforced by taking a significant voting position.

Negatives

• The concentration of significant voting power (25.5%) in a single individual could raise corporate governance concerns regarding potential for undue influence or conflicts of interest.
• The conversion of salary into preferred stock suggests the company might be managing cash flow by deferring cash payments to executives, which could indicate liquidity considerations.

Risks

• Concentrated voting power in a single individual (Simon Wajcenberg) could lead to governance issues or decisions that may not align with the interests of all minority shareholders.

Future Outlook

The filing indicates a clear intent by a key executive to exercise control over Edgemode, Inc., suggesting a hands-on approach to the company's future direction and strategic decisions.

Management Comments

• Acquired all of his securities with the purpose of exercising control.

Industry Context

This filing reflects an internal corporate governance development rather than a broader industry trend. However, it highlights a common strategy for executives to align their interests with the company's long-term performance through equity ownership, albeit with a significant concentration of voting power.

Corporate Governance

Related Party Transactions

• Conversion of $386,000 of accrued salary owed to Simon Wajcenberg (CFO and Director) into Series D Preferred Stock.
• Ownership of 54,354,099 shares of common stock by Simon Wajcenberg's wife, which is included in his reported beneficial ownership.

Stakeholder Impact

• Shareholders: Increased concentration of voting power with one executive could impact minority shareholder influence and corporate decision-making.
• Management/Employees: Signals strong commitment from a key executive, potentially fostering stability and alignment of interests.
• Creditors: Conversion of salary to equity reduces a liability on the balance sheet, which could be viewed positively regarding the company's financial health.

Next Steps

• Simon Wajcenberg will continue to serve as Chief Financial Officer and a director of Edgemode, Inc.
• Simon Wajcenberg intends to exercise control over the Issuer.

Key Dates

Recommendation

The increased stake and control by the CFO signal strong insider confidence and commitment, which is generally positive. However, the concentration of significant voting power in one individual could introduce governance risks that warrant a cautious 'hold' stance until the implications of this control are clearer for all shareholders.

Keywords

Edgemode Inc, Simon Wajcenberg, Schedule 13D, Beneficial Ownership, Series D Preferred Stock, Voting Power, CFO, Director, Corporate Governance, Equity Conversion, Control