false
0001434601
0001434601
2026-02-17
2026-02-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
February 17, 2026
TRANSGLOBAL MANAGEMENT GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| Florida |
000-54163 |
26-2091212 |
| (State of Other Jurisdiction |
(Commission File |
(IRS Employer |
| Of Incorporation) |
Number) |
Identification No.) |
|
7901 4th Street North, Suite 4887
St. Petersburg, Florida |
33702 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (602) 989-4653
The
Marquie Group, Inc.
(Former Name or Former Address, if Changed Since
Last Report)
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
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
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 February 17, 2026, Transglobal Management Group,
Inc. (the “Company”) entered into a Standby Equity Commitment Agreement (the “Equity Financing Agreement”) with
MacRab LLC (the “Investor”). Pursuant to the Equity Financing Agreement, the Investor has agreed, subject to the terms and
conditions set forth therein, to purchase from the Company up to $5,000,000 of shares of the Company’s common stock, par value $0.0001
per share, from time to time at the Company’s discretion. The purchase price for shares sold under the Equity Financing Agreement
will be equal to 85% of the average of the two (2) lowest volume weighted average prices of the Company’s common stock on the OTCID
Basic Market during the five (5) trading days immediately following the applicable clearing date, subject to a contractual minimum price
of $0.001 per share. The Company controls the timing and amount of any sales under the Equity Financing Agreement, subject to the conditions
set forth therein. The Investor’s beneficial ownership of the Company’s common stock may not exceed 4.99% of the Company’s
then-issued and outstanding shares at any time, in accordance with the terms of the Equity Financing Agreement.
The Company has also entered into a Registration
Rights Agreement with the Investor pursuant to which the Company agreed to file a registration statement with the Securities and Exchange
Commission covering the resale of shares issued under the Equity Financing Agreement and to use commercially reasonable efforts to cause
such registration statement to be declared effective. The Equity Financing Agreement contains customary representations, warranties, and
covenants of the parties.
The foregoing description of the Equity Financing
Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of such agreements, copies of which is filed as an exhibit hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1* Standby Equity Commitment Agreement, dated February 17, 2026, by and between Transglobal Management Group, Inc. and MacRab LLC.
10.2* Registration Rights Agreement, dated February 17, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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.
| |
Transglobal Management Group, Inc. |
| |
|
|
| Date: March 3, 2026 |
By: |
/s/ Jeff Foster |
| |
|
Jeff Foster |
| |
|
Chief Executive Officer |
