Edgemode, Inc. announced that it has entered into a Securities Purchase Agreement with an accredited investor to issue unsecured promissory note in the principal amount of $60,760 for the gross proceeds of $54,250 and an unsecured convertible promissory note in the principal amount of $56,962 for the gross proceeds of $54,250 on April 20, 2023. The note carries a one-time interest charge of 13% and has a maturity date of March 10, 2024. The promissory note included an original issue discount of $6,510 and transaction expenses of $4,250.

The note requires that the company make monthly payments for accrued interest and outstanding principal, which shall be paid in nine payments each in the amount of $7,628.67 for total repayment to the investor of $68,658. The first payment shall be due May 15, 2023, with eight subsequent payments each month thereafter. The company shall have a five day grace period with respect to each payment.

The company has right to accelerate payments or prepay in full at any time with no prepayment penalty. The investor may in its option, at any time following an event of default, as defined in the promissory note, convert all or any part of the outstanding and unpaid amount of the promissory note into fully paid and non-assessable shares of common stock at a conversion price per share equal to 71% of the lowest closing bid price of the company's common stock during the 20 trading days prior to the date of conversion. The company agreed to reserve five times the number of shares of its common stock which may be always issuable upon conversion of the promissory note, or 18,002,962 shares of common stock.

The maturity date of the Convertible Note is April 11, 2024. The convertible note shall bear interest at a rate of 8% per annum which interest shall not be payable until the convertible note becomes payable, whether at the maturity date or upon acceleration or by prepayment, as described below. The convertible note included an original issue discount of $2,712 and transaction expenses of $4,250.

The investor has the option to convert all or any amount of the principal face amount of the convertible note, beginning on the date which is 180 days following the date of the convertible note and ending on the later of the maturity date and the date of payment of the default amount, each in respect of the remaining outstanding amount of the convertible note, to convert all or any part of the outstanding and unpaid amount of the convertible note into common stock at the then-applicable conversion price. The conversion price for the convertible note is equal to 65% of the average of the lowest three closing bid prices for the common stock during the 15 trading day period prior to the conversion date. Upon the occurrence and during the continuation of certain events of default, the convertible note will become immediately due and payable and the company will pay the investor in full satisfaction of its obligations in the convertible note an amount equal to 150% of an amount equal to the then outstanding principal amount of the convertible note plus any interest accrued upon such event of default or prior events of default.

Additionally, the company agreed to reserve five times the number of shares of its common stock which may be always issuable upon conversion of the convertible note, or 16,877,629 shares of common stock. The convertible note may be prepaid until 180 days from the issuance date. If the convertible note is prepaid within 60 days of the issuance date, then the prepayment premium shall be 115% of the face amount plus any accrued interest, if prepaid after 60 days from the issuance date, but less than but less than 180 days from the issuance date, then the prepayment premium shall be 120% of the face amount plus any accrued interest.

The promissory note and convertible note were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.