EdgeMode (EDGM) Risk Analysis
Risk Overview Q3, 2024
Source: the company's latest filing for the period ended Sep 30, 2024, filed Mar 12, 2025
Risk Change Over Time
Risk Highlights Q3, 2024
Risk Factors Full Breakdown - Total Risks 18
- Share Price & Shareholder Rights - Risk 1We are a shell company and as such shareholders can only rely on the provisions of Rule 144 for the resale of their shares when certain conditions are met.
We are a shell company as defined under Rule 405 of the Securities Act of 1933 ("Securities Act"). As securities issued by a former shell company, the securities issued by us can only be resold under Rule 144 when certain conditions are met, including that: (i) we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and (ii) we have filed all required reports under the Exchange Act of the preceding 12 months.
- Share Price & Shareholder Rights - Risk 2The issuance of shares upon exercise of our outstanding options or warrants or the conversion of the outstanding promissory notes may cause immediate and substantial dilution to our existing shareholders.
We presently have options and warrants that if exercised would result in the issuance of an additional 402,814,669 shares of our common stock, and our outstanding convertible notes are presently convertible into approximately 179,123,056 shares of common stock. However, 307,239,206 of the outstanding options are only exercisable upon the company reaching certain capital purchasing requirements. The issuance of shares upon exercise of warrants and options and/or the conversion of shares underlying our convertible notes will result in dilution to the interests of other shareholders.
- Share Price & Shareholder Rights - Risk 3We are subject to the "penny stock" rules which will adversely affect the liquidity of our common stock.
The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. We do not expect our stock price to be above $5.00 in the foreseeable future. The "penny stock" designation will require any broker-dealer selling our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules will limit the ability of broker-dealers to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares. Broker-dealers are increasingly reluctant to permit investors to buy or sell speculative unlisted stock and often impose costs which make it uneconomical for small shareholders to do so. Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority ("FINRA"), a growing number of broker-dealers decline to permit investors to purchase and sell or otherwise make it difficult to sell shares of penny stocks. The "penny stock" designation may have a depressive effect upon our common stock price.
- Share Price & Shareholder Rights - Risk 4Our registration under the Securities Exchange Act of 1934 could be revoked by the Securities and Exchange Commission if we fail to file required reports.
If we fail to file reports as required under the Exchange Act, we may lose our registration. While we intend to comply with the Exchange Act's reporting requirements moving forward, due to lack of working capital we may be unable to comply in the future as we did in the past. If we are unable to comply with the SEC reporting provisions in the future, such failure will affect the liquidity of our common stock and act as a depressant to the price.
- Share Price & Shareholder Rights - Risk 5Future issuance of our common stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition and any resulting financing.
We may issue additional shares of our common stock in the future. The issuance of a substantial amount of our common stock could substantially dilute the interests of our shareholders. In addition, the sale of a substantial amount of common stock in the public market, either in the initial issuance or in a subsequent resale by the target company in a business combination which received our common stock as consideration or by investors who has previously acquired such common stock could have an adverse effect on the market price of our common stock.
- Share Price & Shareholder Rights - Risk 6It is unlikely that our shareholders will be afforded any opportunity to evaluate or approve a business combination.
It is unlikely that our shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. In order to develop and implement our business plan, we may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company's direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company's future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred, or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.
- Share Price & Shareholder Rights - Risk 7We currently have no operations, and investors therefore have no basis on which to evaluate the Company's future prospects.
We currently have no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and generate material revenue. Because we have little operations, investors have no basis upon which to evaluate our ability to achieve our business objective of locating and completing a business combination with a target business. We have no current arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination in a reasonable timeframe, on reasonable terms or at all. If we fail to complete a business combination as planned, we will never generate any operating revenues.
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