8-KFiled Sep 3, 8:00 PM ET

Global Asset Management Group Announces Acquisition of G&O Landscaping; $980K Note

$GAMG · Global Asset Management Group, Inc.

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Global Asset Management Group Announces Acquisition of G&O Landscaping; $980K Note

What Happened Global Asset Management Group, Inc. (GAMG) announced it completed the acquisition of G & O Landscaping, Inc. (G&O). The Stock Purchase Agreement was signed August 18, 2026, the acquisition closed August 26, 2026, and GAMG issued acquisition consideration consisting of 840,000 restricted common shares and a secured Convertible Promissory Note. The stated purchase price was $1,820,000; no cash was paid at closing.

Key Details

  • Purchase consideration: $1,820,000 total; paid via 840,000 restricted common shares (420,000 shares to each seller) and a secured Convertible Promissory Note with an original principal of $980,000.
  • Note terms: issued August 31, 2026; 6.00% simple interest; maturity August 31, 2029; convertible beginning six months after issuance at 85% of the 30‑day volume‑weighted average price (no contractual floor); prepayable with notice.
  • Security and refinancing: the Note is secured by a pledge of 100% of G&O’s shares held by the buyer-subsidiary; GAMG agreed to use commercially reasonable efforts to obtain refinancing within 90 days after closing. Failure to refinance to the full amount does not automatically create an event of default while the Note remains outstanding and other terms are met.
  • Corporate and governance actions: GAMG filed a Certificate of Designation creating a Series A Preferred (50,000 authorized shares) convertible — at the company’s option — into 2,500 common shares per preferred and carrying 2,500 votes per preferred share; the Board ratified the acquisition and authorized the share and Note issuances. Additionally, two executive promotions were announced (Andy Roiniotis to COO; Phil Kang to CIO) effective September 3, 2026.

Why It Matters For investors, the deal increases GAMG’s leverage by adding a $980,000 convertible obligation and introduces immediate equity issuance (840,000 restricted shares). The Note’s conversion feature (85% of 30‑day VWAP with no floor) and the Series A mechanics create potential dilution if conversions or issuances occur. The Note is secured by G&O shares, and the company is pursuing refinancing, which could change cash flows or holder recoveries. Management promotions and the one‑year transition services agreement with the seller aim to support operational continuity after the acquisition. GAMG is evaluating whether audited financials or pro forma disclosures for G&O are required and will file amendments if needed.