DEF 14C: Edgemode Inc. Seeks to Increase Authorized Common Stock to 7 Billion Shares

Edgemode, Inc. is increasing its authorized shares of common stock from 950 million to 7 billion through an amendment to its Articles of Incorporation, approved by written consent of the majority shareholder.

Summary

• Edgemode, Inc. is amending its Articles of Incorporation to increase the number of authorized common shares from 950 million to 7 billion.
• The amendment was approved by written consent of the holder of the Series C Preferred Stock, which holds a majority of the voting power.
• The company cites the need for additional shares to grow its business, raise capital, and issue shares for the partial conversion of accrued salaries to officers.
• The amendment will not affect the par value of the common stock or the number of authorized preferred shares.
• The increase in authorized shares could be used to deter hostile takeover attempts.
• Shareholders do not have appraisal rights with respect to the approval of the amendment.
• As of March 3, 2025, there were 390,687,459 shares of common stock outstanding.
• Charlie Faulkner and Simon Wajcenberg, both executive officers and directors, beneficially own a significant portion of the company's common stock.

Sentiment

Score: 6

Explanation: The document is neutral in tone, outlining a standard corporate action. While the increase in authorized shares provides flexibility, it also carries potential risks of dilution and anti-takeover effects.

Positives

• The increase in authorized shares provides the company with greater flexibility for future capital raising and strategic initiatives.
• The company can use the additional shares to convert accrued salaries to officers into shares of common stock.
• The company has enough authorized and unreserved shares to issue for the partial conversion of accrued salaries payable to our officers into shares of common stock and if our option, warrant and note holders were to seek to exercise and/or convert these outstanding securities.

Negatives

• The increase in authorized shares could dilute the ownership and voting interests of current shareholders.
• Existing shareholders do not have preemptive rights to purchase any new issue of common stock.
• The increase in authorized shares could be used to deter hostile takeover attempts, potentially limiting shareholders' ability to receive a premium for their shares.

Risks

• The company's ability to successfully raise capital and grow its business depends on various factors, including market conditions and investor demand.
• The potential for dilution of existing shareholders' ownership and voting interests could negatively impact the stock price.
• The anti-takeover effects of the amendment could limit shareholders' ability to benefit from a potential acquisition of the company.

Future Outlook

The company expects to need additional shares of common stock to grow its business, including raising capital to expand operations and to issue shares for the partial conversion of accrued salaries payable to its officers.

Management Comments

• The Board has determined that it is in the Company's and the shareholders' best interests to effectuate the Amendment.

Industry Context

Many companies increase their authorized share capital to provide flexibility for future financing, acquisitions, or employee compensation plans. This move is fairly standard for companies looking to grow and expand their operations.

Comparison to Industry Standards

• Increasing authorized shares is a common practice among publicly traded companies to facilitate future growth and strategic initiatives.
• Comparable companies in similar growth phases, such as early-stage tech firms, often increase their authorized share capital to attract investment and incentivize employees.
• For example, companies like Palantir and Snowflake increased their authorized shares to facilitate stock-based compensation and potential acquisitions.

Related Party Transactions

• The issuance of shares of common stock to our officers for the partial conversion of accrued salaries.

Stakeholder Impact

• Shareholders may experience dilution of their ownership and voting interests.
• The company's ability to raise capital could be enhanced, potentially benefiting the company's growth and operations.
• The potential anti-takeover effects could impact shareholders' ability to receive a premium for their shares in a future acquisition.

Next Steps

• File a Certificate of Amendment to the Articles with the office of the Secretary of State of the State of Nevada, no sooner than 20 calendar days after the mailing of this Information Statement.

Key Dates

Keywords

authorized shares, common stock, amendment, capital raising, Edgemode, Series C Preferred Stock, dilution, takeover, corporate governance