HALLMARK VENTURE GROUP, INC. 8-K

What Happened

• Hallmark Venture Group, Inc. announced a change of control effective June 9, 2026 after EQUORIX LLC acquired 50,000,000 shares of common stock (about 75.55% of outstanding common) from the Company and 100,000 shares of Series A preferred (100% of Series A) from Selkirk Global Holdings, LLC. At closing, Cho Sun Sik, Dong Wook Chung and In Chul Chung were elected to the Board; Paul L. Strickland remains a director.
• As part of the transaction the Company acquired a worldwide portfolio of drone technology (the Assigned IP) from director/Co‑CEO Cho Sun Sik and Sundori Drone Co., Ltd., consisting of twelve Korean patents plus related trade secrets and know‑how. The Company granted Sundori Korea a royalty‑free, perpetual exclusive license to that IP for use inside the Republic of Korea, and also entered a Master Services Agreement with Sundori Korea for factory setup, engineering dispatch and training services.
• Separately, on May 26, 2026 the Company issued an 8% convertible promissory note to EQUORIX (a draw‑down facility with a $100,000 face cap). EQUORIX had advanced $17,070 in principal as of the 8‑K filing; the note bears 8% interest, matures May 25, 2027, contains default penalties (including a default interest rate up to 20% and a “Mandatory Default Amount” equal to 150% of outstanding principal) and is convertible into common stock at a formula price (typically a 25% discount to the 10‑day average market price, subject to increases on certain failures or defaults).
• The Company stated that, effective at the closing, it ceased to be a “shell company” under SEC Rule 12b‑2.

Key Details

• Closing date: June 9, 2026; EQUORIX acquired 50,000,000 common shares (~75.55%) and 100,000 Series A preferred (100%).
• IP acquired: 12 Korean patents + worldwide trade secrets, manufacturing/engineering know‑how; Sundori Korea granted an exclusive, royalty‑free, perpetual license inside Korea.
• Convertible note: up to $100,000 face value (draw‑down); $17,070 advanced as of filing; 8% annual interest; maturity May 25, 2027; conversion at ~25% discount to recent 10‑day average price (with specified escalation triggers).
• Board change: Cho Sun Sik, Dong Wook Chung and In Chul Chung added as directors; existing director Paul L. Strickland remained.

Why It Matters

• Change of control: EQUORIX’s acquisition gives it voting control and majority ownership, meaning strategic direction, management and operations may materially shift under the new controlling party.
• Operating assets and commercialization: Hallmark now owns a core drone technology portfolio, which it has licensed back to the original operator in Korea—this structure lets the Company hold technology while Sundori continues domestic Korean business, and provides a path for foreign manufacturing and joint ventures via the Master Services Agreement.
• Funding and dilution risk: The convertible note provides near‑term funding but gives EQUORIX conversion rights at a discounted price, which could dilute existing common shareholders if converted. The note also includes significant default penalties.
• Corporate status: The company’s exit from “shell” status signals resumed substantive operations and may affect its eligibility for certain listings and investor interest.