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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 28, 2026
HALLMARK
VENTURE GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Florida |
|
000-56477 |
|
34-2001531 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1800
N Town Center Drive, Suite 100, Las Vegas, NV 89144
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (877) 646-4833
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
HLLK |
|
OTC
Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On
May 28, 2026, Hallmark Venture Group, Inc. (the “Company” or “HLLK”) entered into an Assignment of Debt Agreement
(the “Assignment Agreement”) with SB Technology Holdings, Inc., a Florida corporation whose common stock is quoted on the
OTC Markets under the symbol “VGLS” (“SB Tech”). Pursuant to the Assignment Agreement, the Company sold, assigned,
and transferred to SB Tech, on an “as is, where is,” non-recourse basis, all of the Company’s right, title, and interest
in and to that certain On-Demand Promissory Note dated May 2, 2024 (the “Traderverse Note”) executed in favor of the Company
by Aiversity, Inc., doing business as “TradersGPT” and now known as Traderverse, Inc. (“Traderverse”), together
with all principal, accrued interest, and related rights, remedies, and claims thereunder (collectively, the “Assigned Debt”).
The
Traderverse Note had an original principal amount of $100,000, bears interest at the rate of 8.0% per annum compounded annually, and
was payable on demand and, in the absence of demand, due 180 days from issuance (on or about October 29, 2024). The Traderverse Note
matured on or about October 29, 2024 and has remained unpaid for more than eighteen (18) months. As of December 31, 2025, the outstanding
balance of the Traderverse Note was approximately $113,752, consisting of $100,000 of unpaid principal and $13,752 of accrued and unpaid
interest, with interest continuing to accrue thereafter at the contract rate. The Company had previously determined the Traderverse Note
to be impaired and had written down its carrying value on the Company’s books and records to reflect the substantial doubt regarding
collectibility.
In
consideration for the Assigned Debt, SB Tech agreed to pay the Company $1,000 in cash, which the Company’s Board of Directors determined
to represent the fair value of the Traderverse Note in its impaired condition. The assignment was made without recourse to the Company
and without any representation, warranty, or guarantee by the Company as to the collectibility of the Assigned Debt or the solvency or
creditworthiness of Traderverse. The Assignment Agreement contains customary representations, warranties, and further-assurances covenants,
is governed by the laws of the State of Florida, and provides for exclusive jurisdiction and venue in the state and federal courts located
in the State of Florida.
Related
Party Transaction. SB Tech is a related party of the Company. Paul Strickland, who serves as the Company’s Secretary and a
director, also serves as Secretary and a director of SB Tech, and the Company and SB Tech are under common control. Accordingly, the
Assignment Agreement constitutes a related party transaction and a director’s conflicting interest transaction within the meaning
of Section 607.0832 of the Florida Business Corporation Act. After full disclosure of the related party nature of the transaction and
Mr. Strickland’s interest therein, the Company’s Board of Directors authorized and approved the Assignment Agreement by written
consent dated May 28, 2026, determining in good faith that the consideration represents fair value for the Traderverse Note in its impaired
condition and that the transaction is fair to, and in the best interests of, the Company, on a basis intended to satisfy the requirements
of Section 607.0832.
The
Company intends to report this transaction as a related party transaction in its subsequent periodic reports filed with the U.S. Securities
and Exchange Commission to the extent required by Item 404 of Regulation S-K.
The
foregoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Assignment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Assignment of Debt Agreement, dated May 28, 2026, by and between Hallmark Venture Group, Inc. and SB Technology Holdings, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| HALLMARK
VENTURE GROUP, INC. |
|
| |
|
|
| Date: |
June
1, 2026 |
|
| |
|
|
| By: |
/s/
Paul Strickland |
|
| Name: |
Paul
Strickland |
|
| Title: |
Secretary
and Director |
|
