SCHEDULE: Edgemode CFO Boosts Stake to 29.4%

Edgemode, Inc.'s CFO, Simon Wajcenberg, increased his beneficial ownership to 29.4% through salary conversion and option grants, aiming for control.

Summary

• This amendment to the Schedule 13D primarily corrects an error concerning the CUSIP number on the cover of the original filing.
• Simon Wajcenberg, the Chief Financial Officer and a director of Edgemode, Inc., beneficially owns 767,704,683 shares of the Issuer's common stock.
• This ownership represents approximately 29.4% of the 2,164,254,138 outstanding shares of common stock as of April 8, 2025.
• The acquisition includes 311,726,196 restricted common shares received on February 20, 2025, as partial consideration for converting $769,989 of accrued salary under his Employment Agreement.
• Additionally, 442,792,088 shares are underlying vested stock options, including 77,000,000 options granted on March 3, 2023, and 76,619,603 options granted on September 12, 2022, which were amended to become immediately vested and exercisable on February 20, 2025.
• On April 7, 2025, an additional 257,193,113 fully vested and exercisable stock options were granted to the Reporting Person.
• The Reporting Person acquired all of his securities with the stated purpose of exercising control over the Issuer.

Sentiment

Score: 6

Explanation: The filing indicates a significant increase in insider ownership and intent to control, which can be positive for investor confidence. However, the conversion of accrued salary into stock and the large issuance of options could imply financial constraints or dilution, balancing the overall sentiment.

Positives

• Increased beneficial ownership by a key executive (CFO and Director) demonstrates strong commitment and alignment with shareholder interests.
• The CFO's stated purpose to exercise control suggests active involvement in the company's strategic direction and governance.

Negatives

• The conversion of $769,989 of accrued salary into restricted stock could suggest potential liquidity constraints for the company or a preference for equity compensation by the CFO.
• The significant issuance of new shares and options, totaling 767,704,683 shares beneficially owned, could lead to dilution for existing shareholders.

Risks

• Potential dilution for existing shareholders due to the issuance of a large number of shares and options to the CFO.
• The conversion of accrued salary into stock might indicate cash flow challenges for the company, which could be a financial risk.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the reporting person's stated purpose to exercise control over the Issuer.

Management Comments

• Acquired all securities with the purpose of exercising control.

Industry Context

This filing is a standard disclosure of a significant change in beneficial ownership by an insider. It reflects an executive's increased stake and intent to exert control, which can be viewed positively as a sign of confidence, or negatively if it suggests a lack of cash for salary payments or potential for future dilution within the industry.

Comparison to Industry Standards

• NA

Related Party Transactions

• The conversion of $769,989 of accrued salary into 311,726,196 restricted common stock and the grant/amendment of stock options to Simon Wajcenberg, who is the CFO and a director, constitute related party transactions.

Stakeholder Impact

• Shareholders: Potential dilution due to the issuance of a large number of shares and options. However, increased insider ownership and intent to control might be viewed as a positive sign of commitment.
• Employees: The conversion of accrued salary into stock for the CFO might set a precedent or reflect a company-wide approach to compensation, potentially impacting employee morale or expectations regarding cash compensation.
• Creditors: The conversion of accrued salary to equity could be seen as a way to conserve cash, which might be viewed positively by creditors if it improves liquidity, or negatively if it signals underlying cash flow issues.

Next Steps

• NA

Key Dates

Recommendation

While the increased insider ownership and stated intent to control by the CFO could signal confidence, the conversion of accrued salary into stock and the substantial issuance of new options raise questions about the company's cash flow and potential dilution for existing shareholders. Investors should hold to observe how these factors impact future financial performance and corporate strategy before making further investment decisions.

Keywords

Edgemode Inc., Simon Wajcenberg, Schedule 13D, Beneficial Ownership, CFO, Stock Options, Equity Conversion, Corporate Control, SEC Filing, Shareholder Stake, Dilution