Edgemode (NASDAQ: EDGM) delays 2025 10-K, cites $29M stock-based charge

Rhea-AI Filing Summary

Edgemode, Inc. notified the SEC it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it is still compiling required financial information. The company expects to file the Form 10-K on or prior the fifteenth calendar day following the prescribed due date. The company also states it expects a significantly larger net loss for 2025 driven primarily by approximately $29,000,000 of non-cash stock-based compensation and an impairment charge.

Key Figures

Fiscal year end: December 31, 2025 Non-cash stock-based compensation: $29,000,000 Form 12b-25 signature date: March 31, 2026 +1 more

4 metrics

Fiscal year end December 31, 2025 Period ended for the delayed Form 10-K

Non-cash stock-based compensation $29,000,000 Year ended December 31, 2025 vs $0 for 2024

Form 12b-25 signature date March 31, 2026 Date the notification was signed by the CFO

Expected filing relief window fifteenth calendar day Company expects to file on or prior the fifteenth calendar day following prescribed due date

Key Terms

Rule 12b-25, Form 10-K, non-cash stock-based compensation, impairment charge

4 terms

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

non-cash stock-based compensation financial

"non-cash stock based compensation was approximately $29,000,000"

Non-cash stock-based compensation is pay given to employees or directors in the form of company shares or rights to buy shares instead of cash; it shows up on financial statements as an accounting charge even though no cash leaves the company. It matters to investors because it can lower reported profits and increase the number of shares outstanding—like paying with coupons instead of cash—affecting earnings per share and ownership dilution even though the company keeps its cash.

impairment charge financial

"primarily because of a significant increase related to non-cash stock-based compensation and an impairment charge"

An impairment charge is an accounting write-down taken when a company determines an asset—like a building, patent, or investment—is worth less than its recorded value, similar to lowering the price tag on a used car when damage reduces its resale value. It matters to investors because it reduces reported profits and the company’s asset base, can signal business challenges or one-time losses, and may affect future earnings, creditworthiness, and valuation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):	☒	Form 10-K	☐	Form 20-F	☐	Form 11-K
	☐	Form 10-Q	☐	Form 10-D	☐	Form N-CEN	☐	Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended: _______________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Edgemode, Inc.

Full Name of Registrant

Former Name if Applicable

110 E. Broward Blvd., Suite 1700

Address of Principal Executive Office (Street and Number)

Ft. Lauderdale, FL 33301

City, State, Zip Code

PART II - RULES 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject ☐ quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

Edgemode, Inc. (the “Company”) is unable to file the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) in a timely manner without unreasonable effort or expense, as the Company is still compiling the necessary financial information to complete the filing due to challenges in preparing such financial information. The Company expects to file the Form 10-K on or prior the fifteenth calendar day following the prescribed due date of the Annual Report.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Simon Wajcenberg		(954)		380-3343
(Name)		(Area Code)		(Telephone No.)

(2)	Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
	☒ Yes ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report a net loss significantly larger for the year ended December 31, 2025 as compared to December 31, 2024, primarily because of a significant increase related to non-cash stock-based compensation and an impairment charge. For the year ended December 31, 2025, non-cash stock based compensation was approximately $29,000,000 as compared to $0 for the year ended December 31, 2024.

The expected results of operation set forth above are subject to change subject to the completion of the Company’s audit of its financial statements.

_______________________________________________________________________________________

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Edgemode, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2026	By:	/s/ Simon Wajcenberg
	Name:	Simon Wajcenberg
	Title:	Chief Financial Officer

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FAQ

Why did Edgemode (EDGM) file a Form 12b-25?

Direct answer: Edgemode filed Form 12b-25 because it could not timely complete its Form 10-K due to ongoing compilation of financial information. Context: The company cites challenges preparing necessary financial information and expects to file the Form 10-K within the 15-day relief period.

When does EDGM expect to file the delayed Form 10-K?

Direct answer: EDGM expects to file the Form 10-K on or prior the fifteenth calendar day following the prescribed due date. Context: That timing is the relief window available under Rule 12b-25 when filing without unreasonable effort or expense.

Does the filing disclose material changes to Edgemode's 2025 results?

Direct answer: Yes—Edgemode expects a significantly larger net loss for the year ended December 31, 2025. Context: The company attributes the change primarily to approximately $29,000,000 of non-cash stock-based compensation and an impairment charge.

How certain are the projected 2025 results in EDGM's notice?

Direct answer: The projections are preliminary and subject to change pending completion of the audit. Context: The company explicitly states expected results are subject to change as its audit of financial statements is completed.

Has EDGM filed all other required periodic reports in the prior 12 months?

Direct answer: Yes; the company indicated all other periodic reports required under the Exchange Act for the preceding 12 months have been filed. Context: That response was provided in Part IV of the Form 12b-25 filing.