HALLMARK VENTURE GROUP, INC. 8-K

What Happened

• Hallmark Venture Group, Inc. filed an 8-K on June 3, 2026 disclosing that on May 28, 2026 it entered into an Assignment of Debt Agreement with SB Technology Holdings, Inc. to transfer its rights in an on-demand promissory note (the “Traderverse Note”) issued by Aiversity, Inc. d/b/a TradersGPT (now Traderverse, Inc.).
• The Company assigned the note on an “as is, where is,” non-recourse basis for $1,000 in cash. The Board approved the transaction in a written consent dated May 28, 2026 and determined the $1,000 represented fair value given the note’s impaired condition.

Key Details

• Original note principal: $100,000; interest rate: 8.0% per year, compounded annually; payable on demand and due ~180 days after issuance (issued May 2, 2024; due ~Oct 29, 2024).
• As of December 31, 2025 the outstanding balance was approximately $113,752 ( $100,000 principal + $13,752 accrued interest); interest continues to accrue at the contract rate.
• Consideration received: $1,000 cash; assignment was without recourse and without representations or warranties by Hallmark regarding collectibility or Traderverse’s solvency.
• Related party: SB Technology is related to Hallmark because Paul Strickland serves as Secretary and director of both companies; the Board disclosed and approved the related-party transaction under Florida law (Section 607.0832).

Why It Matters

• The Company disposed of a non-performing receivable for a nominal cash amount, removing the note (and future collection rights) from its books while realizing $1,000. Hallmark had previously written the note down as impaired, and the Board concluded the sale price reflected fair value in that impaired state.
• The transfer to a related party and the lack of recourse mean Hallmark will not benefit from future collections on the Traderverse Note; investors should note the related-party nature and the potential accounting/asset impacts disclosed in this filing.
• The Company said it will report this as a related party transaction in future periodic reports as required.