Transglobal Management Group: change in control via 200 Series A shares

What happened

• The filing says that on Sep 30, 2026 the company entered into an Unwind and Settlement Agreement among Marc Angell, Jacquie Angell, GetGolf.com, LLC and Transglobal Management Group, Inc., joined by Jeff Foster and Kelly Kirchhoff for provisions that apply to them.
• The filing says GetGolf acknowledged it failed to make one or more required payments under a prior amended purchase agreement, waived any further notice or cure period and consented to the return of control shares; the company then issued 200 newly issued shares of Series A Preferred Stock to Marc Angell and appointed him chairman, chief executive officer and president, effective Sep 30, 2026.

Key details

• Mr. Foster surrendered his 133 Series A shares and Mr. Kirchhoff surrendered his 67 Series A shares to the company; those 200 Control Shares ceased to be outstanding before the company issued 200 new Series A shares to Mr. Angell.
• The 200 Series A shares held by Mr. Angell collectively carry 80% of the total voting power of the company’s outstanding voting securities; Mr. Angell paid no cash for the shares.
• The Unwind Agreement lists $292,500 in accrued purchase-agreement and consulting payments through Sep 1, 2026; prior consideration paid by GetGolf is forfeited, future monthly payments to the Sellers are terminated, and the company’s promissory note dated Sep 20, 2022 payable to Jacquie Angell remains in full force.
• Mr. Foster agreed to resign from all officer and director positions; Mr. Kirchhoff agreed to resign from all officer positions and remains a director until his deferred resignation becomes effective. The agreement includes indemnities, limited mutual releases effective on closing, and binding arbitration under Florida law.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement), Item 3.02 (unregistered sale of equity securities) and Items 5.01 and 5.02 (change in control and director/officer changes), and it describes the sequence of the surrender of prior control shares and issuance of new Series A shares to effect the change in control.
• The filing does not show why the insider traded or why the company acted.