Form SCHEDULE 13D/A Edgemode, Inc. Filed by: Faulkner Charles Thomas
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Edgemode, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
35131P102 (CUSIP Number) |
Charles Faulkner 110 E. BROWARD BLVD., SUITE 1700, Ft. Lauderdale, FL, 33301 707-687-9093 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 35131P102 |
| 1 |
Name of reporting person
Charles Faulkner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
754,518,284.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
EXPLANATORY NOTE:
This Amendment to the Schedule 13D (this "Amendment") amends the Schedule 13D filed by the Reporting Person on April 11, 2025 (the "Schedule 13D") to correct an error concerning the CUSIP number on the cover of the Schedule 13D. This Amendment is being filed to disclose the correct CUSIP number. Except for the foregoing, no new or revised information, transactions or holdings are being reported in this Amendment.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
Edgemode, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
110 E. BROWARD BLVD. SUITE 1700, FT. LAUDERDALE,
FLORIDA
, 33301. |
| Item 2. | Identity and Background |
| (a) | Charles Faulkner |
| (b) | 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 |
| (c) | Mr. Faulkner is the Chief Executive Officer and a director of Edgemode, Inc. |
| (d) | During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | No |
| (f) | United Kingdom. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On February 20, 2025, the Reporting Person received 256,660,163 restricted common stock as partial consideration to convert $769,989 of accrued salary under the Reporting Person's Employment Agreement with the Issuer. In addition, 77,000,000 stock options granted on March 3, 2023 and 76,619,603 stock options granted on September 12, 2022 were amended and restated to become vested and exercisable immediately.
On April 7, 2025, the Reporting Person was granted 257,193,113 fully vested and exercisable stock options. | |
| Item 4. | Purpose of Transaction |
The Reporting Person is the Chief Executive Officer and a director of the Issuer. He acquired all of his securities with the purpose of exercising control. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 754,518,284 shares of the Issuer's common stock. This includes 442,792,088 shares of common stock underlying vested stock options. The above number of shares amounts to approximately 28.9% of the 2,164,254,138 outstanding shares of common stock as of April 8, 2025. |
| (b) | The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person. |
| (c) | Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
In connection with the Reporting Person's ownership he entered into a Conversion Letter and Amendment to Option Grant Agreement dated February 20, 2025 and a Stock Option Grant dated April 7, 2025 with the Issuer. Copies of these documents are included as exhibits to this report and are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
10.1 Conversion Letter dated February 20, 2025 https://www.sec.gov/Archives/edgar/data/1652958/000168316825001184/edgemode_ex1003.htm
10.2 Amendment to Option Grant Agreements dated February 20, 2025 https://www.sec.gov/Archives/edgar/data/1652958/000168316825001184/edgemode_ex1005.htm
10.3 Form of Stock Option Grant https://www.sec.gov/Archives/edgar/data/1652958/000168316825002328/edgemode_ex1004.htm |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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