Notification That Annual Report Will Be Submitted Late (nt 10-k)
04 4월 2023 - 5:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-55647
CUSIP NUMBER 35131P102
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(Check one): |
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☒ Form
10-K ☐ Form 20-F
☐ Form 11-K ☐
Form 10-Q
☐ Form
10-D ☐ Form N-SAR
☐ Form N-CSR |
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For Period Ended: December 31, 2022 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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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
110 E. Broward Blvd.,
Suite 1700
Address of Principal Executive Office (Street
and Number)
Ft. Lauderdale, FL 33301
City, State and 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)
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(a) |
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The reason described in reasonable detail in Part
III of this form could not be eliminated without unreasonable effort or expense;
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(b) |
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The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR 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
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(c) |
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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, 2022 (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, as required by Rule 12b-25 under the Securities Exchange Act of 1934.
Part IV - Other Information
1. Name and telephone number
of person to contact in regard to this notification
Brian A. Pearlman, Esq. |
(954) |
880-9484 |
(Name) |
(Area Code) |
(Telephone Number) |
| 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 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, 2022 as compared to December 31, 2021, primarily as a result of non-cash stock based compensation
during the year ended December 31, 2022. For the year ended December 31, 2022 non-cash stock based compensation is expected to be approximately
$24 million.
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.
Edgemode,
Inc.
(Name of Registrant as Specified in Charter)
Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: April 3, 2023 |
By: |
/s/ Charles Faulkner |
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Charles Faulkner |
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Title: |
Chief Executive Officer |
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