Form SCHEDULE 13D/A Edgemode, Inc. Filed by: Wajcenberg Simon Enrico
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
Edgemode, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
35131P102 (CUSIP Number) |
Simon Enrico Wajcenberg 110 E. Broward Blvd., Suite 1700, Ft Lauderdale, FL, 33301 954-380-3343 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/10/2025 (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
Wajcenberg Simon Enrico | ||||||||
| 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)
OO | ||||||||
| 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
728,917,710.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
For the amounts in Row (7) and (11), does not include one share of the Issuer's Series D Preferred Stock owned by the Reporting Person. The Series D Preferred Stock is entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of 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.
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) | Simon Wajcenberg |
| (b) | 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 |
| (c) | Mr. Wajcenberg is the Chief Financial 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 December 10, 2025, the Reporting Person converted $386,000 of accrued salary under that certain Employment Agreement dated January 31, 2022, as amended, and acquired one share of the Company's Series D Preferred Stock. | |
| Item 4. | Purpose of Transaction |
The Reporting Person is the Chief Financial 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 728,917,710 shares of the Issuer's common stock. This includes 54,354,099 shares of common stock held in the name of the Reporting Person's wife. Does not include one share of the Issuer's Series D Preferred Stock owned by the Reporting Person. The Series D Preferred Stock is entitled to vote together with the holders of common stock on all matters submitted to a vote of shareholders and each share of 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 above number of shares amounts to approximately 24.4% of the 2,985,583,481 outstanding shares of common stock as of November 12, 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 Agreement dated December 10, 2025 with the Issuer. Copies of the document is included as an exhibit to this report and are incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
EX-10.1, Simon Wajcenberg Conversion Letter Agreement dated December 10, 2025, Incorporated by Reference to Form 8-K filed December 10, 2025 as EX-10.1 |
| 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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