UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2026, the Board of Directors (the “Board”) of Edgemode, Inc. (the “Company”), in accordance with the Company’s bylaws, appointed Simon Kiero-Watson to fill the vacancy on the Board created by a prior director’s resignation from the Board in September 2025. He will serve as a director until the Company’s next annual meeting of stockholders or his earlier resignation or removal. Since April 2021, Mr. Kiero-Watson has served as the Head of Markets at Tokenise Group, an asset tokenization firm based in the United Kingdom. Additionally, since June 2018, Mr. Kiero-Watson has held several directorship positions, including as a member of the board of directors of the following entities: (i) London Court Limited, (ii) Tokenise Stock Exchange International Limited, (iii) Digiclear Limited, (iv) Tokenise Stock Exchange Limited and (v) Tokenise Stock Exchange Global Limited.
There is no arrangement or understanding between Mr. Kiero-Watson and any other persons pursuant to which Mr. Kiero-Watson was selected as a director. Further, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which Mr. Kiero-Watson had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
Pursuant to the form of the Independent Director Agreement between the Company and Mr. Kiero-Watson attached hereto as Exhibit 10.1, in consideration for his service as a director, Mr. Kiero-Watson will receive 10,000,000 shares of the Company’s restricted common stock and the Company has agreed to indemnify Mr. Kiero-Watson as permitted by the SEC and Nevada law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit # | Exhibit Description | ||
| 10.1 | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Edgemode, Inc. | ||
| Dated: May 5, 2026 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
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