Item 1.01 Entry into a Material Definitive Agreement.






On September 19, 2022 (the "Effective Date"), EdgeMode, Inc. (the "Company")
entered into a common stock purchase agreement with Alumni Capital LP ("Alumni")
(the "Purchase Agreement") pursuant to which Alumni has agreed to purchase from
the Company, at the direction of the Company and in its sole discretion, up to
$15,000,000 of common stock (subject to certain limitations) from time to time
through December 31, 2023 (the "Commitment Period").  In consideration for
entering into the Purchase Agreement, the Company issued to Alumni 2,521,008
shares of restricted common stock as a commitment fee (the "Commitment Shares").



Under the terms of the Purchase Agreement the Company agreed, among other
things, to use its reasonable best efforts to file a registration statement (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC"), no later than 20 business days following the Effective Date to register
for resale by Alumni under the Securities Act of 1933, as amended (the "Act"),
the shares of common stock that the Company may elect to issue and sell to
Alumni from time to time under the Purchase Agreement.



The Company does not have the right to commence any sales to Alumni under the
Purchase Agreement until each of the conditions set forth in the Purchase
Agreement are satisfied, including the Registration Statement being declared
effective by the SEC. Thereafter, and from time to time during the Commitment
Period, the Company may, in its sole discretion, deliver written notice to
Alumni stating the number of shares of common stock that the Company intends to
sell to Alumni pursuant to the terms of the Purchase Agreement (the "Purchase
Notice"), provided that the common stock in each Purchase Notice shall not
exceed the lesser of: (i) 250% of the Average Daily Trading Volume 5 business
days prior to the Purchase Notice or (ii) $500,000 (the "Purchase Notice
Limit"). No Purchase Notice shall be sent if the Volume Weighted Average Price
of the shares is at or below $0.01 during the five business days prior to the
delivery of a Purchase Notice. During the Commitment Period, the Company shall
not submit a Purchase Notice until the previous sale of shares of common stock
under a prior Purchase Notice has been completed. No Purchase Notice will be
made in an amount less than $25,000 or greater than the Purchase Notice Limit.



The closing of a Purchase Notice shall occur no later than the 5 business days
following receipt of the shares of common stock by Alumni's custodian (the
"Purchase Notice Date"). Alumni shall deliver an amount equal to the common
stock in the Purchase Notice multiplied by eighty percent (80%) of the lowest
daily Volume Weighted Average Price of the common stock 5 business days prior to
the closing date (less $5,000 for clearing fees) by wire transfer of immediately
available funds to an account designated by the Company.



In no event shall Alumni be entitled to purchase that number of shares of common
stock, which when added to the sum of the number of shares of common stock
beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3
of the Securities Exchange Act of 1934, as amended (the "1934 Act")), by Alumni,
would exceed 9.99% of the common stock outstanding on the Purchase Notice Date,
as determined in accordance with Rule 13d-1(j) of the 1934 Act.



The net proceeds under the Purchase Agreement to the Company will depend on the
frequency and prices at which the Company sells shares of its stock to Alumni.
The Company expects that any proceeds received by the Company from such sales to
Alumni under the Purchase Agreement will be used for, but not be limited to,
general corporate purposes.




This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any shares of common stock, nor shall there be
any sale of shares of common stock in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or other jurisdiction.



The foregoing description of the Purchase Agreement is qualified in its entirety
by reference to the full text of the Purchase Agreement, a copy of which is
attached hereto as Exhibit 10.1, which is incorporated herein in its entirety by
reference.









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Item 3.02 Unregistered Sales of Equity Securities.






The disclosure set forth above under Item 1.01 regarding the issuance of the
Commitment Shares to Alumni and the potential offering and sale of up to
$15,000,000 of shares of common stock to Alumni from time to time though
December 31, 2023 under the Purchase Agreement is incorporated herein by
reference. Alumni represented to the Company, among other things, that it was an
"accredited investor" (as such term is defined in Rule 501(a) of Regulation D
under the Act), and the Company sold the securities in reliance upon an
exemption from registration contained in Section 4(a)(2) under the Act.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



                                                                                                Filed or
                                                                Incorporated by Reference       Furnished

Exhibit #                Exhibit Description                  Form       Date        Number     Herewith
  10.1        Common Stock Purchase Agreement between
            EdgeMode, Inc. and Alumni Capital LP dated                                            Filed
            September 19, 2022
   104      Cover Page Interactive Data File (embedded
            within the Inline XBRL document)




























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