Global Asset Management Group, Inc. 8-K

What Happened
Global Asset Management Group, Inc. (GAMG) filed an 8-K reporting that its wholly owned subsidiary RI Property Holdings, Inc. closed on May 6, 2026 to acquire 83.125% of Memorial Real Estate Group LLC (MREG) from FVP affiliates. To fund the purchase, GAMG issued a $6,000,000 one‑year convertible promissory note and paid $455,000 in cash at closing. The Company also issued a separate $3,500,000 convertible promissory note on April 6, 2026 to a shareholder/related party in connection with the acquisition of a 16.875% interest in RI Property Holdings. The filing also describes a contemplated $1,000,000 MREG loan with Bogdan Capital LLC that was authorized by MREG’s members but not fully documented at filing.

Key Details

• Acquisition: On May 6, 2026, RI Property Holdings acquired 100% of the Seller’s 83.125% membership interest in MREG; the Buyer SPE was appointed sole member/manager effective at closing.
• Purchase price: Total consideration of $6,455,000 = $6,000,000 convertible note (issued May 8, 2026) + $455,000 cash down payment (disbursed per seller instructions: $300,000 to FVP Servicing, $55,000 to City of Pawtucket, $50,000 to KPRS Law, $50,000 for utilities/misc.).
• $6M Convertible Note (issued May 8, 2026): 6.00% simple interest; matures April 8, 2027; holder may convert beginning October 8, 2026 at a conversion price equal to 90% of the arithmetic average of the daily VWAP for the 30 trading days prior to conversion notice; one‑time 5% fee to extend maturity to October 8, 2027 if unpaid at maturity.
• Related‑party note (April 6, 2026): $3,500,000 convertible promissory note issued to a shareholder/related party for a 16.875% interest in RI Property Holdings; 6.00% simple interest; matures April 6, 2027; holder conversion optional beginning October 6, 2026 at 90% of 30‑day VWAP; 5.0% post‑maturity penalty if unpaid.
• MREG Loan: On April 10, 2026 MREG authorized a $1,000,000 loan with Bogdan Capital LLC; the loan documents were intended to be finalized in April/May 2026 but were not yet fully executed as of the filing; Richard Balles authorized to sign related documents.

Why It Matters

• Ownership and operations: GAMG, through RI Property Holdings, now controls MREG and the former Memorial Hospital redevelopment project (≈385,000 sq. ft.) in Pawtucket, RI, which the company intends to redevelop into mixed‑use housing and community amenities. This is a material asset for GAMG’s real estate development business.
• Financing and obligations: The May 2026 $6.0M convertible note (plus the earlier $3.5M related‑party note) create near‑term company obligations with conversion features that could result in issuance of common stock if exercised. Both notes carry short maturities (about one year) and include a 90% of 30‑day VWAP conversion metric and a one‑time extension/penalty feature.
• Transaction structure: The purchase was financed primarily with convertible debt and a modest cash down payment; part of the cash was allocated to third‑party fees, taxes and servicing. The MREG $1M loan was authorized but document completion was pending, per the filing.

Keywords: acquisition, convertible note, debt, redevelopment, MREG, related party, Pawtucket redevelopment.