Edgemode, Inc. (EDGM) insider entity receives 400M shares in option exchange
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Edgemode, Inc. insider Jose Antonio Mora, a Director of a subsidiary, indirectly received 400,000,000 shares of common stock at $0.0065 per share on March 23, 2026 through EMM International Investment Ltd. This issuance was made under an addendum to a Joint Venture Agreement and approved in advance by the board under Rule 16b-3.
In connection with this, entities beneficially owned and controlled by Mora disposed to the issuer of non-qualified stock options covering 250,000,000 and 150,000,000 underlying common shares at a $0.0020 exercise price. After these transactions, the filing shows 400,000,000 common shares indirectly held and no remaining reported options from this block.
Positive
- None.
Negative
- None.
Insights
Large option block converted into common shares via board-approved exchange.
The filing shows entities beneficially owned and controlled by Jose Antonio Mora exchanging non-qualified stock options for 400,000,000 common shares of Edgemode, Inc.. The options had a $0.0020 exercise price and were tied to a Joint Venture Agreement.
The new shares were issued at $0.0065 per share under an addendum to that agreement, with the issuer taking back the options via disposition to the company. The transactions were approved by the board and characterized as exempt under Rule 16b-3, indicating a structured compensation adjustment rather than open-market trading.
Derivative positions listed in this filing drop to zero after the option terminations, so the visible exposure here shifts from option-based to 400,000,000 indirectly held common shares. Any future changes in Mora’s indirect stake would need to appear in subsequent ownership reports.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Mora Jose Antonio
Role
Director of Subsidiary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 400,000,000 | $0.0065 | $2.60M |
| Disposition | Stock Options (Right to buy) | 150,000,000 | $0.00 | -- |
| Disposition | Stock Options (Right to buy) | 250,000,000 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 400,000,000 shares (Indirect, See footnote);
Stock Options (Right to buy) — 0 shares (Indirect, See footnote)
Footnotes (1)
- Common Stock issued pursuant to the March 23, 2026 Addendum No. 2 (the "Addendum") to the Joint Venture Agreement by and among the Issuer, Blackberry, AIF and DC Estate Solutions Cayman Limited dated January 22, 2026, as amended (the "JVA"), and in exchange for terminating stock options in a transaction that was exempt from Section 16(b) under the Securities Exchange Act of 1934 by virtue of Rule 16b-3 promulgated thereunder as it was approved in advance by the board of directors of the Issuer. Common Stock held by EMM International Investment Ltd, an entity beneficially owned and controlled by the Reporting Person, Jose Antonio Mora. The Reporting Person agreed to terminate stock options pursuant to the Addendum No.2, dated March 23, 2026, to the JVA in exchange for the issuance of 400,000,000 shares of common stock, as reported in Table I. Such transaction was exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3, as it was approved in advance by the board of directors of the Issuer. The stock options were to expire the earlier of (i) January 22, 2031 or (ii) the termination of the JVA. The stock options were to expire the earlier of (i) January 27, 2031 or (ii) the termination of the JVA. Non-qualified stock options held by EMM International Investment Ltd, an entity beneficially owned and controlled by the Reporting Person, Jose Antonio Mora.
Key Figures
Common shares acquired: 400,000,000 shares
Share issuance price: $0.0065 per share
Options canceled (first block): 250,000,000 options
+3 more
6 metrics
Common shares acquired
400,000,000 shares
Indirectly received on March 23, 2026
Share issuance price
$0.0065 per share
Price reported for common stock grant
Options canceled (first block)
250,000,000 options
Disposed to issuer on January 22, 2026
Options canceled (second block)
150,000,000 options
Disposed to issuer on January 27, 2026
Option exercise price
$0.0020 per share
Exercise price for terminated options
Shares held after transaction
400,000,000 shares
Indirect holdings following reported transactions
Key Terms
Rule 16b-3, Section 16(b), Joint Venture Agreement, non-qualified stock options, +2 more
6 terms
Rule 16b-3 regulatory
"transaction was exempt from Section 16(b)... by virtue of Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Section 16(b) regulatory
"transaction was exempt from Section 16(b) under the Securities Exchange Act of 1934"
A federal rule that requires company insiders—like officers, directors and large shareholders—to return any profits made from buying and selling the company’s stock within a six-month window. It matters to investors because it discourages short-term trades that could exploit non-public information and helps protect outside shareholders by creating a simple, enforceable way to recover unfair gains, much like a rule stopping someone from flipping a limited-edition item for quick profit after getting early access.
Joint Venture Agreement financial
"Addendum No. 2 to the Joint Venture Agreement by and among the Issuer"
A joint venture agreement is a legally binding contract where two or more parties combine resources to run a specific business project or entity, spelling out who contributes what, how decisions are made, how profits and losses are shared, and how the venture can end. Investors care because the agreement determines control, financial exposure, potential returns, and exit options—much like a clear housemate contract that prevents disputes over money, chores, and belongings.
non-qualified stock options financial
"Non-qualified stock options held by EMM International Investment Ltd"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
beneficially owned and controlled financial
"an entity beneficially owned and controlled by the Reporting Person"
When someone is beneficially owned and controlled of shares, they have the economic benefits and effective power over those shares even if the legal title is held by another party. Investors care because this status determines who really profits, who can steer votes or corporate decisions, and who must be disclosed for regulator and market transparency—think of it as holding the keys and the map to use and direct an asset, even if the deed lists another name.
Disposition to issuer financial
"transaction_code_description: "Disposition to issuer""
FAQ
What did Jose Antonio Mora report in this Form 4 for EDGM?
He reported indirectly acquiring 400,000,000 Edgemode common shares at $0.0065 per share. This came through an addendum to a Joint Venture Agreement, in exchange for terminating previously granted stock options that were surrendered back to the issuer.
What stock options were canceled in the Edgemode (EDGM) filing?
Entities associated with Mora disposed of non-qualified stock options covering 250,000,000 and 150,000,000 Edgemode common shares. The options carried a $0.0020 exercise price and were returned to the issuer as part of the exchange for common stock.
What agreement governs the EDGM transactions with Mora’s entity?
The transactions are tied to a Joint Venture Agreement dated January 22, 2026, as amended. An Addendum No. 2 dated March 23, 2026 provided for issuing 400,000,000 common shares in exchange for terminating stock options linked to that agreement.