SDCO 8-K
SDR Drone, Inc. (SDCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Change of Control Agreement
On June 9, 2026, Hallmark Venture Group, Inc., a Florida corporation (the “Company”), entered into a Change of Control Agreement (the “Control Agreement”) with Selkirk Global Holdings, LLC (“Selkirk”)and EQUORIX LLC (“EQUORIX”), pursuant to which EQUORIX acquired (a) 100,000 shares of Series A Preferred Stock (the “Acquired Preferred Stock”) from Selkirk and (b) 50,000,000 shares of common stock (the “Acquired Common Stock”) from the Company (collectively, the Acquired Preferred Stock and the Acquired Common Stock are referred to as the “Control Shares”). The closing of the Control Agreement occurred on June 9, 2026. The Acquired Preferred Stock constitutes 100% of the outstanding Series A Preferred Stock and constitutes voting control of the Company; the Acquired Common Stock represents approximately 75.55% of the outstanding shares of the Company’s common stock. Pursuant to the Control Agreement, the majority of the Board at the closing of the Control Agreement changed: Cho Sun Sik, Dong Wook Chung and In Chul Chung were elected as Directors of the Company, while Paul L. Strickland continued as a Director of the Company.
Intellectual Property Transfer and Technology Assignment Agreement
In conjunction with the Control Agreement and as partial consideration for the Company and Selkirk entering into the Control Agreement, the Company, as assignee, entered into an Intellectual Property Transfer and Technology Assignment Agreement (the “IP Assignment Agreement”) with Cho Sun Sik, a Director and a Co-Chief Executive Officer of the Company, and Sundori Drone Co., Ltd. (“Sundori Korea”), as assignors (Cho Sun Sik and Sundori Korea are referred to as the “Assignors”). Under the IP Assignment Agreement, the Assignors sold, assigned, transferred and conveyed to the Company all of their right, title and interest in and to a worldwide portfolio of drone technology, comprising twelve Korean patents and a body of worldwide trade secrets, manufacturing and engineering know-how, freedom-to-practice rights and foreign filing rights, excluding the Sundori brand marks (collectively, the “Assigned IP”).
Exclusive License-Back Agreement
In conjunction with the IP Assignment Agreement, the Company, as licensor, entered into an Exclusive License-Back Agreement (the “License-Back Agreement”) with Sundori Korea, as licensee. Under the License-Back Agreement, the Company granted Sundori Korea a royalty-free, perpetual, exclusive license to the Assigned IP within the Republic of Korea, such that Sundori Korea may continue its Korean domestic operations, including procurement to Korean governmental and defense customers.
Master Services Agreement
In conjunction with the IP Assignment Agreement, the Company, as customer, entered into a Master Services Agreement (the “Master Agreement”) with Sundori Korea, as service provider. Under the Master Agreement, Sundori Korea will provide foreign factory-setup, engineering-dispatch and training services to the Company and its to-be-designated joint venturers on an arm’s-length, fee-for-service basis, pursuant to separate statements of work.
Convertible Promissory Note
On May 26, 2026, the Company issued to EQUORIX an 8% Convertible Promissory Note with a total face value of $100,000 (the “EQUORIX Note”). The EQUORIX Note is a draw-down facility: it became effective upon EQUORIX’s delivery of initial consideration of $3,650, and EQUORIX may advance additional consideration from time to time, at its sole discretion, up to the $100,000 face value. As of the date of this Current Report on Form 8-K, EQUORIX had advanced an aggregate of $17,070 of principal. The EQUORIX Note bears interest at 8% per annum, compounded monthly, matures on May 25, 2027, and provides for a default interest rate equal to the lesser of 20% per annum and the highest rate permitted by law and a “Mandatory Default Amount” equal to 150% of the outstanding principal. The EQUORIX Note is convertible into shares of the Company’s common stock at a conversion price equal to a 25% discount to the average closing price of the common stock over the ten consecutive trading days prior to conversion, subject to increase (to 30%, 35% or 40%) if the Company loses DWAC/FAST eligibility, is placed on DTC “chilled” status, or both, and to a further permanent 10% increase upon an uncured event of default.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth above under Item 1.01. Entry into a Material Definitive Agreement is incorporated in this Item 2.01.
The Control Agreement was consummated by the Company, after the Board of Directors had determined, after investigation, that the best interests of the Company and its shareholders would be best served by acquiring the Assigned IP rather than to continue as a “shell company.”
The Board of Directors of the Company has adopted the business plan embodied by the Assigned IP, that is, drone development, manufacturing and training.
Please see “Our Company After Completion of the Control Agreement” below for a complete description of the Company following the completion of the Control Agreement.
form 10 information
Our Company After Completion of the Control Agreement
Upon the completion of the Control Agreement, the Company emerged from its long-standing status as a “shell company.” The Company’s Board of Directors has adopted the business plan embodied by the Assigned IP, that is, drone development, manufacturing and training.
forward-looking statements
References in this Current Report on Form 8-K to “us”, “we” and “our” are to Hallmark Venture Group, Inc., a Florida corporation, unless otherwise indicated.
In addition, certain other forward-looking statements herein are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “forecast” and similar expressions are intended to identify forward-looking statements. Certain important risks could cause results to differ materially from those anticipated by some of the forward-looking statements. Some, but not all, of the important risks that could cause actual results to differ materially from those suggested by the forward-looking statements include, among other things: events that deprive us of the services of our executive officers; our ability to execute our drone-based business plan; our ability to obtain needed capital; and other uncertainties, all of which are difficult to predict and many of which are beyond our control.
Impending Corporate Name Change
On June 9, 2026, the holder of majority voting power of our company, acting by written consent in lieu of a meeting, approved a change of our corporate name from Hallmark Venture Group, Inc. to “SDR Drone Inc.” We intend to file an amendment to our Articles of Incorporation that is to effect this corporate action in the near future. The effective time of this corporate action, including a change in trading symbol, in the trading markets will depend on the date on which FINRA issues its approval of our related filing, of which there is no assurance.
History
Hallmark Venture Group, Inc. was originally incorporated in the State of Colorado on July 14, 1995, with the name CPC Office Systems, Inc. On July 12, 1999, the Company changed its name to Homesmart USA, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems, Inc. On March 6, 2008, the Company changed its name to Speech Phone, Inc. On July 16, 2008, the Company changed its name to Hallmark Venture Group, Inc. On March 22, 2022, the Company redomiciled and became a Florida corporation.
On November 2, 2020, the Company entered into a Plan of Merger and Acquisition Agreement (the “Stonecrest Merger Agreement”), pursuant to which the Company purchased Stonecrest Owner, LLC in exchange for the issuance of 10,000,000 shares of common stock and 100,000 shares of Series A preferred stock to the members of Stonecrest Owner, LLC. On July 12, 2021, the parties agreed to cancel and unwind the transactions contemplated by the Stonecrest Merger Agreement. As a result, all of the shares of common stock and preferred stock that were issued as part of that transaction were canceled.
On January 11, 2024, the Company entered into a Change of Control Agreement (the “CoC Agreement”) by and between John D. Murphy, Jr., the Company’s Director and CEO and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr. (“Murphy”), and Paul Strickland, the Company’s Director and Secretary, and Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, both entities controlled by Paul Strickland (“Strickland”), and Steven Arenal and Aurum International Ltd., an entity controlled by Steven Arenal (“Aurum”) and, pursuant to which Murphy, Strickland, and their respective control entities assigned the Series A preferred shares controlled by each to Aurum. Strickland transferred 196,519 in restricted common shares to Aurum. In exchange, Murphy and Strickland retained 5% equity in the Company, post-restructuring, and these shares have an 18-month anti-dilution provision as described in the Anti-Dilution Agreement executed between the Parties. Murphy and Strickland also cancelled debts owed to each by the Company. Strickland cancelled $83,342.25 in debts. Murphy cancelled $74,501 in debts. Murphy received $70,000 from Aurum in exchange for partial debt cancellation delivered into Escrow on February 27, 2024. Aurum received a $77,000 10% convertible promissory note in exchange for partially paying the Company’s debt owed to Murphy.
Pursuant to the CoC Agreement, Murphy and Strickland would assign the Series A preferred shares controlled by each to Aurum, and Strickland was to transfer 196,519 restricted common shares to Aurum. In exchange, Murphy and Strickland would retain a 5% equity interest in the Company on a post-restructuring basis, subject to an 18-month anti-dilution provision as set forth in the Anti-Dilution Agreement executed among the parties. In connection with the CoC Agreement, Murphy and Strickland would have cancelled certain indebtedness owed to them by the Company. Strickland was to cancel $83,342 in outstanding obligations, and Murphy was to cancel $74,501 in outstanding obligations. Murphy was to receive $70,000 from Aurum in partial consideration for the debt cancellation, which would have been delivered into escrow by February 27, 2024. The Company issued Aurum a $77,000 convertible promissory note bearing interest at 10% per annum in partial satisfaction of the Company’s indebtedness to Murphy. All consideration under the CoC Agreement was to be subject to the terms and conditions of the Escrow Agreement executed among the parties.
On January 11, 2024, John D. Murphy, Jr. resigned as Director and Officer of the Company and all other positions he held with the Company.
On January 11, 2024, Paul Strickland resigned as Director and Officer of the Company and all other positions he held with the Company.
On January 11, 2024, Steven Arenal was elected as Director of the Company and appointed Chief Executive Officer, President, and Secretary of the Company.
On February 27, 2024, Steve Arenal and Aurum International Ltd. were given notice of default and failure to perform on the agreements they had signed, and Strickland and Murphy also gave notice of cancellation of all the foregoing agreements.
On February 28, 2024, a special meeting of shareholders was held removing Arenal and reinstating Murphy and Strickland and reversing and canceling all of the foregoing Aurum International Ltd / Arenal agreements.
On February 28, 2024, the Company filed an 8-K disclosing the cancellation, termination, and failure to perform on the aforementioned Arenal / Aurum agreements.
On March 4, 2024, The Company and its Board of Directors approved a 1:500 reverse split of the Company’s common stock.
On March 7, 2024, The Company filed the Amended and Restated Articles of Incorporation with Florida Secretary of State reflecting the 1:500 reverse split of the Company’s common stock. The reverse split was approved by FINRA effective April 24, 2025.
On September 26, 2024, the Company and its Board of Directors approved the following; i) Agreement and Plan of Reorganization; ii) Change of Control Agreement; iii) Escrow Agreement, iv) Anti-Dilution Agreement; v) Cancellation of the October 6, 2022 Selkirk Global Holdings, LLC Note; vi) Cancellation of the April 6, 2023 Selkirk Global Holdings, LLC Note, vii) Cancellation of the December 12, 2023 Strickland Convertible Exchange Note; viii); and the Company authorized its Secretary to open a bank account in the name of the Company.
On September 26, 2024, the Company and Jubilee Intel, LLC (“Jubilee”) entered into an Agreement and Plan of Reorganization (the “Merger”) whereby the Company acquired 100% membership interests in Jubilee in exchange for 100,000 shares of Series A Preferred Stock. As a result of the Merger, Jubilee became a wholly owned and operating subsidiary of the Company.
On April 24, 2025, the 1:500 reverse split of the Company’s common stock processed by FINRA.
On May 12, 2025, the Company executed a Membership Interest Assignment Agreement with Evan Bloomberg, its former officer and director. Under this agreement, the Company transferred 100% of its membership interest in Jubilee Intel, LLC to Mr. Bloomberg. In exchange, Mr. Bloomberg transferred all 100,000 Series A Preferred Shares of the Company to Selkirk Global Holdings, LLC, an entity controlled by Paul Strickland, the Company’s sole director and officer. This transaction resulted in the demerger of Jubilee Intel, LLC, which ceased to be a wholly owned subsidiary of the Company. Though the demerger contract was executed on May 12, 2025, the Company effectively lost control of Jubilee on March 31, 2025. Accordingly, Jubilee Intel, LLC has been presented as a discontinued operation as of December 31, 2024 until March 31, 2025, the date the Company effectively lost control of it. All other agreements with Mr. Bloomberg were also terminated at that time.
On August 7, 2025, the Company reinstated the related party debts that were cancelled pursuant to the failed Jubilee Merger.
Recent Change-in-Control Event
Change of Control Agreement. On June 9, 2026, Hallmark Venture Group, Inc., a Florida corporation (the “Company”), entered into a Change of Control Agreement (the “Control Agreement”) with Selkirk Global Holdings, LLC (“Selkirk”)and EQUORIX LLC (“EQUORIX”), pursuant to which EQUORIX acquired (a) 100,000 shares of Series A Preferred Stock (the “Acquired Preferred Stock”) from Selkirk and (b) 50,000,000 shares of common stock (the “Acquired Common Stock”) from the Company (collectively, the Acquired Preferred Stock and the Acquired Common Stock are referred to as the “Control Shares”). The closing of the Control Agreement occurred on June 9, 2026. The Acquired Preferred Stock constitutes 100% of the outstanding Series A Preferred Stock and constitutes voting control of the Company; the Acquired Common Stock represents approximately 75.55% of the outstanding shares of the Company’s common stock. Pursuant to the Control Agreement, the majority of the Board at the closing of the Control Agreement changed: Cho Sun Sik, Dong Wook Chung and In Chul Chung were elected as Directors of the Company, while Paul L. Strickland continued as a Director of the Company.
Intellectual Property Transfer and Technology Assignment Agreement. In conjunction with the Control Agreement and as partial consideration for the Company and Selkirk entering into the Control Agreement, the Company, as assignee, entered into an Intellectual Property Transfer and Technology Assignment Agreement (the “IP Assignment Agreement”) with Cho Sun Sik, a Director and a Co-Chief Executive Officer of the Company, and Sundori Drone Co., Ltd. (“Sundori Korea”), as assignors (Cho Sun Sik and Sundori Korea are referred to as the “Assignors”). Under the IP Assignment Agreement, the Assignors sold, assigned, transferred and conveyed to the Company all of their right, title and interest in and to a worldwide portfolio of drone technology, comprising twelve Korean patents and a body of worldwide trade secrets, manufacturing and engineering know-how, freedom-to-practice rights and foreign filing rights, excluding the Sundori brand marks (collectively, the “Assigned IP”).
Exclusive License-Back Agreement. In conjunction with the IP Assignment Agreement, the Company, as licensor, entered into an Exclusive License-Back Agreement (the “License-Back Agreement”) with Sundori Korea, as licensee. Under the License-Back Agreement, the Company granted Sundori Korea a royalty-free, perpetual, exclusive license to the Assigned IP within the Republic of Korea, such that Sundori Korea may continue its Korean domestic operations, including procurement to Korean governmental and defense customers.
Master Services Agreement. In conjunction with the IP Assignment Agreement, the Company, as customer, entered into a Master Services Agreement (the “Master Agreement”) with Sundori Korea, as service provider. Under the Master Agreement, Sundori Korea will provide foreign factory-setup, engineering-dispatch and training services to the Company and its to-be-designated joint venturers on an arm’s-length, fee-for-service basis, pursuant to separate statements of work.
Convertible Promissory Note. On May 26, 2026, the Company issued to EQUORIX an 8% Convertible Promissory Note with a total face value of $100,000 (the “EQUORIX Note”). The EQUORIX Note is a draw-down facility: it became effective upon EQUORIX’s delivery of initial consideration of $3,650, and EQUORIX may advance additional consideration from time to time, at its sole discretion, up to the $100,000 face value. As of the date of this Current Report on Form 8-K, EQUORIX had advanced an aggregate of $17,070 of principal. The EQUORIX Note bears interest at 8% per annum, compounded monthly, matures on May 25, 2027, and provides for a default interest rate equal to the lesser of 20% per annum and the highest rate permitted by law and a “Mandatory Default Amount” equal to 150% of the outstanding principal. The EQUORIX Note is convertible into shares of the Company’s common stock at a conversion price equal to a 25% discount to the average closing price of the common stock over the ten consecutive trading days prior to conversion, subject to increase (to 30%, 35% or 40%) if the Company loses DWAC/FAST eligibility, is placed on DTC “chilled” status, or both, and to a further permanent 10% increase upon an uncured event of default.
Our Business
Our Mission. Our mission is to convert a proven, certified Korean defense technology platform into a trusted, locally produced unmanned aerial systems for the United States and allied markets — and, in doing so, to capture a meaningful share of the structural demand created by the global rebuild of military-drone stockpiles, allied restrictions on Chinese-made systems, and by binding offset obligations on Korean defense exports.
Market Opportunity. We believe our business sits at the intersection of several large, structural demand drivers:
Global Drone Market Growth. Independent market research projects that the global drone market will reach approximately US$165 billion by 2030 (~14% compound annual growth). Within that market, the military-drone segment alone is estimated to grow from roughly US$16–47 billion in 2025 to approximately US$23–98 billion by 2030–2033 (per estimates from MarketsandMarkets and Grand View Research). The Russia–Ukraine and Iran–Israel conflicts have demonstrated that small unmanned systems have become decisive, consumable munitions rather than optional reconnaissance assets, and the United States, China and other major militaries are rebuilding war stocks accordingly.
Allied Restrictions on Chinese Systems. DJI and other Chinese manufacturers are estimated to hold approximately 70% of the global drone market and more than 90% of the global consumer-drone market. Section 848 of the U.S. National Defense Authorization Act, the American Security Drone Act, the Department of Defense’s “Blue UAS” trusted-supplier framework and parallel European measures bar Chinese-made drones from U.S. and allied defense, public-safety and critical-infrastructure procurement. We believe this creates a structural demand vacuum for trusted, NDAA-compliant, allied-origin platforms — precisely the category occupied by the Sundori platform.
Korean National “K-Drone Dominance” Policy. On June 1, 2026, the Republic of Korea announced its national Drone and Counter-Drone Grand Transition Strategy, which we refer to as the “K-Drone Dominance” strategy. The strategy commits ~KRW 1.7 trillion (~US$1.26 billion) of public procurement over five years (roughly 95,000 drones and 5,700 counter-drone systems, with about 80% of deliveries expected in 2029–2030), ~KRW 150 trillion (~US$111 billion) of growth financing over five years, including a dedicated unmanned-aircraft R&D center, and targets to grow Korea’s global drone market share from around 2.2% to about 10% by 2030. We expect Sundori Korea, as a Korean Ministry of National Defense (“MND”)-certified supplier, to be a direct beneficiary of this strategy.
Korean Defense Offset Pools. Poland, the United Arab Emirates and Türkiye have collectively purchased approximately US$37 billion of major Korean defense systems (including K2 main battle tanks, K9 self-propelled howitzers, FA-50 fighters, Chunmoo multiple-launch rocket systems and the Cheongung-II missile system), which carry an estimated US$13 billion of binding offset and local-content obligations. To count toward those offset obligations, a system must be MND-certified — a clearance Sundori Korea already holds and that competing local entrants in those countries generally do not. We intend to organize foreign joint ventures whose locally produced SDR drones qualify under offset programs, effectively allowing the Korean defense ecosystem to underwrite the establishment of joint-venture production capacity.
Our Platform and Products. The Sundori platform is a full-stack UAS family designed and built end-to-end in-house by Sundori Korea, with approximately 100% domestic core component sourcing and military-grade encryption and anti-jamming design. Annual production capacity is approximately 1,000 airframes. The principal platforms are:
H5 Multirotor: A long-endurance multirotor providing approximately 55 minutes of flight time, an approximately 15-kilometer command and control link, a 5-kilogram drop payload and a top speed of approximately 70 km/h, with a 2K, 10×-zoom electro-optical sensor, a 4K, 30×-zoom thermal sensor with infrared and AI tracking.
T-dori Hybrid Wired/Wireless Tethered Platform: A hybrid wired/wireless tethered system providing approximately six hours of continuous tethered flight, approximately 150 meters of tethered altitude (up to approximately 500 meters when released), a 5-kilometer command range, a 15.5-kilogram maximum take-off weight and an integrated 6,000-lumen searchlight. The T-dori platform has been designated an “Excellent Defense Commercial Product” by the Korean government.
VT-100 “Aether” VTOL Fixed-Wing: A swarm-capable, vertical-takeoff-and-landing fixed-wing strategic intelligence, surveillance and reconnaissance (“ISR”) aircraft providing approximately 10 hours of endurance, a 300–1,000-kilometer mission radius, a 15-kilogram payload, a 64-kilogram maximum take-off weight and a 6,000-meter service ceiling.
F10i Loitering Munition / Kamikaze: A low-cost, 3D-printed loitering munition (“one-way-attack” class) designed for swarm-controlled operation.
SDR-ONE Integrated Flight Board: A proprietary single-board flight controller designed with approximately 40% fewer components and approximately 30% lower cost than typical industry equivalents, incorporating military-grade encryption and anti-jam features.
MFS Swarm Operating System and FANET Mesh: A proprietary one-operator, multi-vehicle (“1-vs-N”) swarm control system that allows a single operator to fly up to approximately 10 aircraft simultaneously over a self-healing FANET mesh network, including AI-supported swarm formation control. Sundori Korea received the 2023 Minister of National Defense Dronebot Challenge Excellence Award in part for this technology.
Intellectual Property and Technology Transfer. Pursuant to the Integrated Global IP Deal, we hold worldwide rights to (i) the 12 registered Korean patents (including patents on the SDR-ONE board, the MFS swarm and multi-control software, hybrid wired/wireless drone systems, hydrogen-fueled wired drones, landing-station technology, cable fall-retardation devices, search-and-rescue drones and agricultural drone control), (ii) six registered Korean industrial designs and (iii) the underlying technology bundle (trade secrets, firmware and source code, AI/ML model weights and training data, BOM and supplier-qualification data, manufacturing process documentation and test procedures). The Korean patents have been published and the underlying inventions therefore enter the public domain outside Korea on a forward basis, so our defensible competitive position outside Korea rests on (a) the un-published technology bundle and trade secrets and (b) a forward U.S. and allied patent program.
We intend to file new applications with the United States Patent and Trademark Office (USPTO) and under the Patent Cooperation Treaty in allied jurisdictions covering next-generation improvements not previously disclosed, trade-secret-derived inventions and joint-venture-developed enhancements. We believe these forward filings, together with our trade-secret protections, will support an enforceable U.S./NATO patent estate distinct from the published Korean filings.
Business Model — Five Revenue Streams. Our planned revenue model has five components:
● Intellectual property royalty — approximately 10% of each joint venture’s revenue on every airframe produced.
● Component-supply margin — sales by Sundori Korea to the joint ventures of Korea-sourced critical components, including motors, RF modules, flight controllers and encryption modules.
● Joint-venture equity dividends — approximately 35–40% minority ownership in each joint venture, generating dividend distributions over time.
● Platform and software fees — recurring annual subscription fees for the ground control system, firmware updates and secure-communications software.
● Technology-transfer (“TOT”) milestone payments — one-time payments at the signing of each joint venture, covering the documented transfer of the technology bundle and the standing up of each joint-venture production line.
Management estimates that, over the five-year period from 2026 through 2031, these streams could in the aggregate generate approximately US$209 million of revenue in a base case (illustrative only; see “Risk Factors — Risks Related to Forward-Looking Projections”).
Joint-Venture Strategy and Offset Engine. We intend to organize joint ventures with local industrial primes in countries that carry binding offset obligations on existing Korean defense purchases (including Poland, the United Arab Emirates and Türkiye) and in additional U.S. and allied jurisdictions. In each joint venture, we expect to contribute the technology and a perpetual sublicense in exchange for an approximately 35–40% equity stake, a 10% royalty on airframe revenue, component-supply rights and a one-time TOT milestone payment. The joint venture will manufacture SDR-branded airframes locally, satisfying offset and local-content obligations and qualifying for the offset credits owed to the local prime under its existing Korean defense procurement contracts.
Manufacturing and Operations. Sundori Korea operates a Korean production facility located at 947 Hanam-daero, Hanam-si, Gyeonggi-do, with current annual production capacity of approximately 1,000 airframes. The Company itself is an intellectual property and licensing platform rather than a direct manufacturer, and will operate principally through joint ventures and Korean co-production arrangements. We expect joint-venture facilities, once established, to expand aggregate annual production capacity materially. Sundori Korea has been a Korean military supplier since 2019, has supplied approximately 70% of ROK Army training drones, has completed more than 10,000 training programs and has supported more than 500 operational missions.
Certifications, Approvals and Awards. Sundori Korea holds Korean MND certification and the approvals required to export and transfer its technology under offset programs, as well as ISO 9001 and ISO 14001 certifications. Sundori Korea’s products have received the 2023 Minister of National Defense Dronebot Challenge Excellence Award, designation as an “Excellent Defense Commercial Product” (2022), designation as an “Innovative Product” by the Korean Public Procurement Service, Korean “Venture Company” certification, “MAIN-BIZ” management-innovation SME certification, “INNO-BIZ” technology-innovation SME certification and the designation of Sundori Korea’s R&D unit as a Recognized Corporate Research Institute by the Korea Industrial Technology Association. Mr. Cho has received the Minister of National Defense Award, the Minister of SMEs and Startups Award and the Minister of Science and ICT Award.
Customers and Geographic Focus. Sundori Korea’s historical customers have consisted principally of Korean government and defense customers, including the Republic of Korea Army and the Korean National Fire Agency. Through the Company, we plan to expand into U.S. defense, public-safety and commercial markets, and into allied markets in Europe (with an initial focus on Poland, with a view toward the broader NATO market), the Middle East (with an initial focus on the United Arab Emirates) and other allied markets. Sundori Korea’s first commercial U.S. exports commenced in 2024.
Competition. The market for unmanned aerial systems is highly competitive and includes (i) Chinese manufacturers led by DJI, whose products are currently restricted from U.S. and allied defense procurement under the rules described above; (ii) U.S. domestic manufacturers such as Skydio, AeroVironment, Anduril Industries, Shield AI, Teal Drones (a unit of Red Cat Holdings), Easy Aerial and others; (iii) European manufacturers including Quantum Systems and Parrot; (iv) Israeli systems integrators such as Elbit Systems and Israel Aerospace Industries; and (v) other Korean and allied manufacturers. We compete primarily on the basis of a multi-year, field-proven product family, MND-certified status, allied/NDAA-compliant design and the ability of joint-venture-produced units to qualify for offset credit on existing Korean defense contracts.
Regulatory Matters. Our operations are subject to a complex and evolving set of laws and regulations, including: (i) U.S. export control laws (the International Traffic in Arms Regulations (ITAR), administered by the U.S. Department of State Directorate of Defense Trade Controls (DDTC), and the Export Administration Regulations (EAR), administered by the U.S. Department of Commerce); (ii) U.S. defense procurement frameworks (including Section 848 of the National Defense Authorization Act and the American Security Drone Act, which together restrict procurement of Chinese-origin UAS, and the Blue UAS / trusted-supplier framework); (iii) Korean export-control laws and the Korean Strategic Goods Control Act, administered by the Defense Acquisition Program Administration (DAPA) and the MND; (iv) the Federal Aviation Administration (FAA) and other civil aviation requirements applicable to UAS in the United States; and (v) various import, customs, sanctions and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the Korean Improper Solicitation and Graft Act). The Company intends to register directly with the DDTC for ITAR purposes and to pursue Blue UAS / NDAA-compliant listing in the United States.
Insurance. We have not yet purchased insurance, including product liability insurance. However, our management intends to secure commercially reasonable insurance policies in the very near future.
Employees. As of the date of this Current Report, all engineering, manufacturing and operations personnel are employed by Sundori Korea. The Company has a small number of executives and personnel. Mr. Cho Sun Sik, the founder and CEO of Sundori Korea, serves as our principal technology and product officer pursuant to an arrangement with Sundori Korea. As we execute the joint-venture strategy, we expect personnel to be employed principally by the joint ventures and Sundori Korea, with the Company maintaining a lean U.S. headquarters.
Insurance
We have not yet purchased product liability or other insurance. However, our management intends to secure a commercially reasonable product liability insurance policy in the very near future.
Cybersecurity
Our Board of Directors oversees cybersecurity risk management in compliance with SEC guidance. Management’s role includes assessing and managing material risks from cybersecurity threats, developing and implementing cybersecurity policies and procedures, and ensuring compliance with applicable regulations.
To date, we have not experienced any material cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business operations, financial condition, or results of operations. We remain vigilant in our efforts to protect against potential threats and continually assess our cybersecurity posture to adapt to the evolving threat landscape.
Risk Factors
Risks Related to our Company
We were a “shell company” prior to completing the Control Agreement. We were a “shell company” for over a year prior to completing the Control Agreement. As a result, there is a substantial doubt about our ability to continue as a going concern, unless we obtain additional capital with which to pursue our drone-based plan of business.
Rule 144 safe harbor is unavailable for the resale of shares issued by us, unless and until we have ceased to be a shell company and have satisfied the requirements of Rule 144(i)(1) and (2).
Following the closing of the Control Agreement, we believe that we are no longer a “shell company,” as defined by Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. Pursuant to Rule 144, one year must elapse from the time a “shell company,” as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a “shell company” and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144.
The term “Form 10 information” means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at any time previously a reporting or non-reporting shell company, like our company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this Current Report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.
Further, investors should be aware of, and consider carefully, each of the following:
| ● | the shares of common stock comprising the Offered Units sold in this offering can be resold only through an effective resale registration statement under the Securities Act or pursuant to an available exemption from registration; | |
| ● | before Rule 144(i) would be potentially available for resales of any securities of our company, we will be required to file a registration statement under the Exchange Act and become subject to the reporting requirements of the Exchange Act and file the required Exchange Act reports for the requisite period of time (i.e., one year). |
If we are unable to manage future expansion effectively, our business may be adversely impacted.
In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.
We currently depend on the efforts of our Co-Chief Executive Officers; the loss of these executives could disrupt our operations and adversely affect the further development of our business.
Our success in establishing implementing our drone-based business strategies will depend, primarily, on the continued service of our Co-Chief Executive Officers, Cho Sun Sik and Dong Wook Chung. The loss of service of Messrs. Cho and Chung, for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. We have not entered into employment agreements with Messrs. Cho and Chung. We have not purchased any key-man life insurance.
If we are unable to recruit and retain key personnel, our business may be harmed.
If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.
Our business plan depends on marketing of our products, which may not be accepted in the marketplace.
Our industry is extremely competitive and we have yet to attain any market share. In order to achieve successful operations, we will depend on effective marketing to, first, gain entry into the industry and, then, to achieve market share. We do not employ a marketing agency. Employing a greater number of marketing personnel or a marketing agency would require greater financial resources than we currently possess. Furthermore, our ability to attract independent sales representatives may be limited without greater name recognition, an advertising campaign and market penetration. Unless we are able to address these limitations in our marketing capabilities, you may expect our revenues to be limited and we may have difficulty staying in business. Under such circumstances, our stock cannot be expected to gain in value.
We are an early-stage company with an unproven business model and our business may not become profitable.
We are an early-stage company with a limited operating history upon which you can evaluate our business. We have very limited historical financial data. As a result of these factors, the revenue and income potential of our business is unproven, and we have only a limited operating history upon which to base an evaluation of our current business and future prospects. Because of our limited operating history, we have limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends, which could harm our business. Early-stage companies in new and rapidly evolving markets such as ours frequently encounter risks, uncertainties, and difficulties, including those described in this section. We may not be able to successfully address any or all of these risks. Failure to adequately address such risks could cause our business, financial condition, results of operations and prospects to suffer.
Our financial condition could be adversely affected if our available liquidity is insufficient.
If our business is significantly adversely affected by further deterioration in the economic environment or otherwise, it could lead us to seek new or additional sources of liquidity to fund our needs. Currently, for a non-investment-grade company such as ours, the capital markets are challenging, with limited available financing and at higher costs than in recent years. There can be no guarantees that we would be able to access any new sources of liquidity on commercially reasonable terms or at all.
We may lose or fail to attract and retain key employees and management personnel.
As we expand our operations, our employees will be extremely important assets. An important aspect of our competitiveness will be our ability to attract and retain key employees and management personnel. Our ability to do so is influenced by a variety of factors, including the compensation we award, and could be adversely affected by our financial or market performance.
We currently have limited management and staff, which could limit our ability to effectively seize market opportunities and grow our business.
Our operations are subject to all of the risks inherent in a growing business enterprise, including the likelihood of operating losses. As a smaller company with a limited operating history, our success will depend, among other factors, upon how we manage the problems, expenses, difficulties, complications and delays frequently encountered in connection with the growth of a new business, products and channels of distribution, and current and future development. In addition, as a company with a limited operating history and limited management and staff to grow our business and manage the risks inherent in a growing business enterprise, these factors could limit our ability to effectively seize market opportunities and grow.
Our ability to grow our business may depend on developing a positive brand reputation.
Establishing and maintaining a positive brand reputation is critical to attracting new customers. If we are unable to establish, maintain and enhance our brand reputation and customer satisfaction, our ability to attract new customers will be harmed.
Investors may lose their entire investment if we fail to reach profitability.
We have no demonstrable operations record from which you can evaluate the business and its prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. We cannot guarantee that we will be successful in accomplishing our objectives. To date, we have incurred losses and will continue to do so in the foreseeable future. Investors should therefore be aware that they may lose their entire investment in the securities.
Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.
We may become party to litigation claims and legal proceedings. Litigation involves significant risks, uncertainties and costs, including distracting of management’s attention away from our current business operations. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and/or disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. We caution you that actual outcomes or losses may differ materially from those envisioned by our current assessments and estimates. Our policies and procedures require strict compliance by our employees and agents with all United States and local laws and regulations applicable to our business operations, including those prohibiting improper payments to government officials. Nonetheless, there can be no assurance that our policies and procedures will always ensure full compliance by our employees and agents with all applicable legal requirements. Improper conduct by our employees or agents could damage our reputation in the United States and internationally or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines, as well as disgorgement of profits.
If we do not effectively manage changes in our business, these changes could place a significant strain on our management and operations.
To manage our growth successfully, we must continue to improve and expand our systems and infrastructure in a timely and efficient manner. Our controls, systems, procedures and resources may not be adequate to support a changing and growing company. If our management fails to respond effectively to changes and growth in our business, including acquisitions, this could have a material adverse effect on the Company’s business, financial condition, results of operations and future prospects.
Our operating expenses could increase without a corresponding increase in revenues.
Our operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on our consolidated financial results and on an investment in the Offered Units. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.
Our lack of adequate directors and officers liability insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.
In the future, we may be subject to litigation, including potential class action and shareholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors, should they be subject to legal action based on their service to our company, could have a material adverse effect on our financial condition, results of operations and liquidity. Further, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.
Our Board of Directors may change our policies without shareholder approval.
Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.
Our liability for estimated warranties may be inadequate, which could materially adversely affect our business, financial condition and results of operations.
A material disruption at one of our suppliers’ facilities could prevent us from meeting customer demand, reduce our sales and negatively affect our overall financial results.
Any of the following events could cease or limit operations unexpectedly: fires, floods, earthquakes, hurricanes, on-site or off-site environmental incidents or other catastrophes; global pandemic; utility and transportation infrastructure disruptions; labor difficulties; other operational problems; or war, acts of terrorism or other unexpected events. Any downtime or damage at our suppliers’ facilities or our facilities could prevent us from meeting customer demand for our products or require us to make more expensive purchases from a competing supplier. If our suppliers were to incur significant downtime, our ability to satisfy customer requirements could be impaired, resulting in customers seeking products from other distributors, as well as decreased customer satisfaction and lower sales and operating income.
Cybersecurity risks related to the technology used in our operations and other business processes, as well as security breaches of company, customer, employee and vendor information, could adversely affect our business.
We will rely on various information technology systems to capture, process, store and report data and interact with customers, vendors and employees. Despite careful security and controls design, as the prevalence of cyber-attacks continues to increase, our information technology systems, and those of our third-party providers, could become subject to increased security threats, such as phishing and malware incidents. Our security measures may be unable to prevent certain security breaches, and any such network, system, data or other breaches could result in misappropriation of sensitive data, transactional errors, theft of funds, business disruptions, loss of or damage to intellectual property, loss of customers and business opportunities, unauthorized access to or disclosure of confidential or personal information (which could cause a breach of applicable data protection legislation), regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs and additional compliance costs, any of which could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.
Because the techniques used to obtain unauthorized access to, or disable, degrade or sabotage, information technologies systems change frequently, and may not be recognized until after they have been launched against a target, we may be unable to anticipate these techniques, implement adequate preventative measures or remediate any breach in a timely or effective manner. In addition, the development and maintenance of preventative or detective measures is costly, and requires ongoing monitoring and updating as technologies change and efforts to circumvent security measures become more sophisticated. As well as incurring additional costs, sophisticated hardware and operating system software and applications that we procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the systems, or we may be unable to successfully integrate and launch new systems as planned without disruptions to our operations. Misuse of internal applications, theft of intellectual property, trade secrets, funds or other corporate assets and inappropriate disclosure of confidential information could stem from such incidents.
Despite our efforts, we remain potentially vulnerable to cyber-attacks and security breaches, and any such attack or breach could adversely affect our reputation, business, financial condition or results of operations.
The drone industry is highly competitive, and such competition may increase the adverse effects of industry conditions, including the consolidation of the industry.
We operate in a very competitive environment characterized by competition from numerous local, regional, national and international drone developers and manufacturers. We may compete for financing, raw materials, skilled management and labor resources. Increased competition could require us to increase our selling incentives and/or reduce our prices, which could negatively affect our profits. We may be unable to successfully expand into or compete in the markets in new geographic areas.
There can be no assurance that our drones and related products will achieve market acceptance and grow; thus, the future of our business is uncertain. There can be no assurance that we will achieve market acceptance for our products. Our business may be disrupted by the introduction of new competing products and is subject to changing consumer preferences and industry trends, which may adversely affect our ability to plan for the future development and marketing of our products. Although the drone industry is extremely active and a growing industry, there is no assurance that we will be able to establish ourselves within such market or, even if we do, that general market acceptance for products would increase.
If we fail to maintain a positive reputation with customers concerning our products, we may not be able to attract or retain customers, and our operating results may be adversely affected. We believe that a positive reputation with consumers concerning our products will be highly important in attracting and retaining customers who have a number of choices from which to obtain drones and drone-related products. To the extent our products are perceived as low quality, unreliable or otherwise not compelling to customers, our ability to establish and maintain a positive reputation may be adversely impacted.
If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by competitors, the value of the our brand or intellectual property may be diminished, and our business adversely affected. We rely, and expect to continue to rely, on a combination of confidentiality and license agreements with employees, consultants and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our company may be diminished, competitors may be able to more effectively mimic our technologies and methods of operations, the perception of our business and service to customers and potential customers may become confused in the marketplace, and our ability to attract customers may be adversely affected.
Risks Related to Our Technology and Intellectual Property
Our Korean patents are published, and our worldwide competitive position therefore depends in significant part on trade secrets and a forward U.S. and allied patent program.
The 12 Korean patents we hold have been published, and the inventions they disclose are accordingly in the public domain outside Korea on a forward basis. Our defensible competitive position outside Korea therefore rests on (a) the un-published technology bundle and trade secrets, and (b) our planned program to file new applications with the USPTO and under the Patent Cooperation Treaty covering next-generation improvements not previously disclosed. We may not be able to obtain patent protection in the United States or other jurisdictions on commercially meaningful claims, or at all. The pendency, scope and enforceability of any future patents will depend on the actions of patent offices, examiners, courts and competitors, none of which we control.
Trade secrets are difficult to protect, particularly across borders and through joint ventures.
Our technology bundle, including manufacturing process data, supplier-qualification records, firmware and source code, AI/ML model weights and training data, will be shared with our joint ventures, with Korean co-production partners, and with employees, contractors and consultants in multiple jurisdictions. Despite confidentiality agreements, technical safeguards and inventor-assignment bundles, our trade secrets may be misappropriated, leaked or independently developed by others, particularly in jurisdictions with weaker intellectual property enforcement regimes than those of Korea or the United States. Any such loss could materially impair our competitive position and our ability to obtain royalties from joint ventures.
Our products and technology may infringe the intellectual property of others, and we may be subject to costly infringement claims.
UAS and related software, including swarm control and AI-driven autonomy, are the subject of numerous patents, patent applications and other intellectual property rights held by both established defense contractors and emerging competitors. Third parties may assert infringement, misappropriation or other intellectual-property claims against us, our joint ventures, our suppliers or our customers. Defending against these claims, even if unsuccessful for the claimant, can be expensive and divert management attention, and an adverse outcome could subject us to damages, injunctive relief, the requirement to obtain licenses on unfavorable terms or to redesign our products.
We rely on a worldwide brand license from Sundori Korea, and disputes with Sundori Korea could disrupt our business.
Our use of the “SDR” and “Sundori” marks depends on a perpetual, worldwide brand license from Sundori Korea. If a dispute arises between us and Sundori Korea (including with respect to the scope of the license, royalty obligations, branding standards, conduct of our affiliate or joint-venture partners, or other matters), the resolution of the dispute could materially adversely affect our ability to use those marks, with material consequences for our business.
Risks Related to Manufacturing, Supply Chain and Joint Ventures
Our planned business model depends on the formation of joint ventures in Poland, the United Arab Emirates, Türkiye and other countries, none of which is assured.
A central element of our business plan is the formation of joint ventures with local industrial primes in countries that carry offset obligations on existing Korean defense purchases. There is no assurance that we will succeed in negotiating, executing or closing any of these joint ventures, that the local prime will be selected by its national government for offset credit on SDR-related production, or that joint-venture-produced units will be certified by the relevant in-country authorities. Each potential joint venture depends on factors outside our control, including the discretion of foreign governments, the willingness of the local prime to partner with us, customary commercial-due-diligence outcomes and the negotiation of complex multi-party agreements. Failure to close any individual joint venture, or to close on the timetable we currently anticipate, could materially adversely affect our results of operations.
Offset credits and government procurement decisions are within the discretion of foreign sovereigns.
Whether and how offset credit is allocated to SDR-produced airframes — and whether and how any foreign government will procure those airframes — are matters within the sovereign discretion of foreign governments. Procurement priorities and offset rules can be changed unilaterally, frequently for political reasons, and we may not have a remedy for changes in those policies. A change in the offset rules, the cancellation or reduction of an underlying defense procurement, a change in government, or sanctions or other geopolitical developments could materially adversely affect demand for our products.
We rely on Sundori Korea for production and supply, and any disruption could materially harm our business.
Until joint-venture production capacity is established, our ability to deliver airframes will depend on Sundori Korea’s Korean facility. Sundori Korea’s current annual production capacity is approximately 1,000 airframes, which may be insufficient if demand grows materially, and the facility is subject to typical operating risks, including labor disputes, equipment failure, natural disasters, fire, supply-chain disruption, cyber attacks and regulatory action. In addition, our business model depends on Sundori Korea’s continued willingness and ability to (i) supply critical components (motors, RF modules, flight controllers and encryption modules) into the joint ventures and (ii) provide technology-transfer support to stand up joint-venture production lines. A disruption to Sundori Korea’s operations or a breakdown in our relationship with Sundori Korea would materially adversely affect our business.
Our supply chain includes specialized defense and electronics components for which alternative sources may not be available.
Sundori’s products incorporate specialized motors, RF and encryption modules, flight controllers, optical and thermal sensors and other components for which Sundori Korea has qualified specific Korean suppliers. The loss of any of these suppliers, increases in component prices, supply-chain shortages, sanctions or export controls on relevant components, or the failure of a supplier to meet our quality or security requirements could disrupt production and materially harm our business.
Risks Related to Defense, Government and Regulatory Matters
Our defense-grade UAS are subject to U.S. and Korean export controls, and any change or violation could materially harm our business.
Our products and underlying technology are or will be subject to the U.S. International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR), as well as the Korean Strategic Goods Control Act and other Korean export-control regimes administered by DAPA and the MND. Compliance with these regimes is complex and costly, and a violation — including an inadvertent technology transfer, an unauthorized re-export, a failure to obtain a required license, or a sanction-related transaction — could result in fines, denial of export privileges, suspension or debarment from government contracts, criminal penalties and reputational harm. Changes in U.S., Korean or allied export-control policies could disrupt our planned joint-venture and technology-transfer activities.
Our business depends on continued favorable U.S. government policies regarding allied-origin, NDAA-compliant drones.
Our market opportunity rests in significant part on U.S. legislative and regulatory measures — including Section 848 of the NDAA, the American Security Drone Act and the Blue UAS / trusted-supplier framework — that restrict procurement of Chinese-origin UAS. If these measures are modified or repealed, if their definitions of “covered foreign entity” or trusted-supplier criteria change in ways that disadvantage Sundori-derived products, or if competing low-cost Chinese drones regain access to U.S. and allied procurement, our addressable market and competitive position could be materially adversely affected.
Government contracts, including any future direct or indirect U.S. or allied defense contracts, are subject to extensive regulation and audit.
Any government contracts entered into by us or our joint ventures will be subject to extensive procurement regulations, including those relating to cybersecurity, supply-chain illumination, cost accounting standards, the Foreign Corrupt Practices Act, anti-trafficking, organizational conflicts of interest, mandatory disclosures and audit rights. Failures of compliance — including by joint-venture partners, foreign subcontractors or suppliers — could result in contract termination, suspension or debarment, financial penalties, criminal charges and damage to our reputation.
UAS operations in the United States and other jurisdictions are subject to extensive aviation regulation.
Commercial and public-safety operation of UAS in the United States is regulated by the FAA, including Part 107 rules for small UAS, Beyond Visual Line of Sight (BVLOS) authorizations, type-certification regimes for larger or higher-risk aircraft and emerging Remote Identification rules. Other jurisdictions impose similar or different requirements. Our customers’ ability to operate SDR airframes, and our ability to support those operations, depends on continued compliance with these rules, which are evolving rapidly. Changes could increase costs, reduce demand or render certain product configurations non-compliant.
Cybersecurity and data-protection risks are heightened for defense and dual-use products.
Our products incorporate firmware, ground-control software, communications protocols, AI/ML models and supply-chain data, all of which could be targeted by state-sponsored or criminal cyber actors. A successful cyber intrusion could compromise classified, controlled-unclassified or commercially sensitive customer information; corrupt firmware or AI/ML model weights; result in injury or property damage during a real-world mission; trigger reporting and notification obligations under U.S., Korean, EU or other privacy and cybersecurity laws; and materially damage our reputation.
Risks Related to International Operations
Our business is exposed to political, economic and currency risks in Korea, the United States and target joint-venture countries.
Sundori Korea’s manufacturing operations are concentrated in the Republic of Korea, our planned joint ventures are concentrated in jurisdictions including Poland, Türkiye and the United Arab Emirates, and our reporting and capital-markets activity is in the United States. We are exposed to political and economic instability, sanctions, war, terrorism (including in the regions in which our joint ventures may operate), nationalization, tariff and trade-policy changes, expropriation, civil unrest, public-health crises, currency controls and currency-exchange-rate volatility in each of these jurisdictions. The Korean Won, U.S. dollar, Polish Zloty, Turkish Lira and UAE Dirham have historically experienced material fluctuations, which could affect our revenues, expenses, asset values and competitive position.
Conducting business in foreign defense markets exposes us to anti-corruption, sanctions and offset-compliance risks.
Defense procurement processes in some of our target jurisdictions have historically been associated with corruption-related allegations, scrutiny by host-country and U.S. authorities, and procurement-related litigation. We will be subject to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the Korean Improper Solicitation and Graft Act and similar laws of other jurisdictions in which we, our joint ventures or our representatives operate. A finding of non-compliance — including an act by a joint-venture partner, agent or consultant for which we are held responsible — could result in fines, penalties, debarment from government contracts and reputational harm.
Risks Related to Our Corporate Structure and Relationships with Affiliates
Equorix LLC owns a large block of our common stock and Series A preferred stock and is expected to control matters submitted to stockholders.
Under the Change of Control Agreement, EQUORIX LLC acquired shares of our Series A preferred stock and 50,000,000 shares of our common stock. As a result, Equorix is, and is expected to remain, our largest stockholder and is expected to control the outcome of matters submitted to our stockholders for the foreseeable future, including the election of directors and the approval of significant corporate transactions. The interests of Equorix may differ from the interests of other stockholders, and the existence of this concentrated ownership may discourage transactions that could be beneficial to other stockholders, including a potential change in control.
Conflicts of interest may arise with Sundori Korea, with Equorix LLC and with their respective affiliates.
Sundori Korea is our largest source of intellectual property, manufacturing and technology services, holds the “SDR” and “Sundori” brand marks under which we operate and is controlled by Mr. Cho Sun Sik, who also serves in a senior role with the Company. Equorix LLC controls the affiliate that acquired the former 33.33% minority shareholding in Sundori Korea, has acquired control of HLLK and is expected to play a continuing operational and commercial role in our business. As a result, transactions between us and any of these affiliates — including the assignment of technology, the licensing of brand marks, the pricing of component supplies, the negotiation of joint-venture economics and the allocation of corporate opportunities — present inherent conflicts of interest. These conflicts may not be resolved in our favor.
Our use of a former public shell company as our SEC-reporting vehicle exposes us to historic and potential successor liabilities.
We are using HLLK, a former public shell company, as our SEC-reporting vehicle. Although HLLK had no operating business prior to the Change of Control Agreement, public shell companies may carry historical liabilities, contingent claims or undisclosed exposures (including SEC reporting, tax or stockholder claims) that may not be apparent at the time of acquisition. The cost of remediating any such matters, including any required restatement or amendment of prior SEC filings, the resolution of stockholder or regulator inquiries or the defense of legacy litigation, could be material.
We are a “smaller reporting company” and may be an “emerging growth company” and have elected to take advantage of reduced disclosure obligations.
As a smaller reporting company (and, if applicable, an emerging growth company under the JOBS Act), we are permitted to take advantage of reduced disclosure and reporting obligations, including reduced executive-compensation disclosure, exemptions from certain Sarbanes-Oxley auditor-attestation requirements and reduced periods for compliance with new or revised accounting standards. As a result, our disclosure may be less robust than that of comparable public companies, which may make it more difficult for investors to evaluate the Company.
Our common stock has limited public trading history and is currently quoted on the OTC markets, where liquidity is limited.
Our common stock has been quoted on the OTC markets (under the trading symbol HLLK and, going forward, the symbol associated with the SDR Drone Inc. name change). The OTC markets are not a national securities exchange, are not subject to the same listing standards and have historically been characterized by lower trading volumes, wider bid-ask spreads and higher price volatility than national exchanges. Investors in this offering may have difficulty selling their shares at prevailing market prices, or at all. We have stated our intention to pursue an uplisting from the OTC markets to OTCQB and ultimately to a national securities exchange, but there is no assurance that we will satisfy the applicable listing standards or that we will be able to complete any uplisting.
We have a large authorized share count and may issue substantial additional shares without stockholder approval.
Our authorized capital includes a large number of shares of common stock, which can be issued by our board of directors without stockholder approval (other than as required by law or our governing instruments). The issuance of additional shares — including in connection with the joint ventures, the technology-transfer milestones, future financings, or equity-based compensation — could be dilutive to existing stockholders, depress the market price of our common stock and discourage potential acquirers.
We may be classified as a passive foreign investment company or otherwise have adverse U.S. tax characteristics.
Our planned business model involves equity ownership of foreign joint ventures, royalty and licensing income from foreign sources, and a complex multi-jurisdictional intellectual property structure. Depending on the proportion of passive-type income, the composition of our assets and the structure of our investments, we could be classified as a passive foreign investment company or a controlled foreign corporation for U.S. tax purposes, or be subject to other adverse tax characterizations (including under the Global Intangible Low-Taxed Income or Base Erosion and Anti-Abuse Tax regimes). These characterizations could increase our effective tax rate and create adverse tax consequences for U.S. holders of our common stock.
Legal Proceedings
We are not currently involved in any legal proceedings.
Market Information
Our common stock is quoted under the symbol “HLLK” in the OTCID marketplace of OTC Link operated by OTC Markets Group, Inc. The table below presents the high and low sales prices per share for our common stock for the periods indicated, as reported by OTC Markets Group, Inc.
| Quarter Ended: | High | Low | ||||||
| March 31, 2026 | $ | 0.5635 | $ | 0.01 | ||||
| Quarter Ended: | High | Low | ||||||
| March 31, 2025 | $ | 2.20 | $ | 1.95 | ||||
| June 30, 2025 | $ | 0.11 | $ | 0.11 | ||||
| September 30, 2025 | $ | 0.29 | $ | 0.29 | ||||
| December 31, 2025 | $ | 0.10 | $ | 0.10 | ||||
| Quarter Ended: | High | Low | ||||||
| March 31, 2024 | $ | 0.15 | $ | 0.10 | ||||
| June 30, 2024 | $ | 0.25 | $ | 0.25 | ||||
| September 30, 2024 | $ | 0.35 | $ | 0.35 | ||||
| December 31, 2024 | $ | 3.75 | $ | 1.30 | ||||
As of June 16, 2026, the Company had (a) 66,177,020 shares of common stock issued and outstanding, with 53 holders of record, and (b) 100,000 shares of Series A Preferred Stock issued and outstanding, with one (1) holder of record.
As of June 16, 2026, 2,413,096 shares of the Company’s common stock were freely tradable. The remaining outstanding shares of common stock, 63,763,924 shares, are not free-trading shares and will not be eligible for sale pursuant to Rule 144 of the SEC, until the second quarter of 2027, at the earliest.
Transfer Agent
The transfer agent and registrar for our common stock is Liberty Stock Transfer, Inc., 788 Shrewsbury Ave., Suite 2163, Tinton Falls, New Jersey 07724; telephone number: (732) 372-0707, ext. 101.
Dividends
Holders of common stock are entitled to receive dividends as may be declared by our Board of Directors. Our Board of Directors is not restricted from paying any dividends, but is not obligated to declare a dividend. No dividends have ever been declared and it is not anticipated that dividends will be paid for the foreseeable future.
Management
Directors and Officers. The following table sets forth the names and ages of our company’s current directors and executive officers.
| Name | Age | Position | ||
Cho Sun Sik Dong Wook Chung In Chul Chung Paul L. Strickland David Lee Young-Sun Yoo Tong Soo “T.S.” Chung |
44 56 66 61 66 71 |
Co-Chief Executive Officer and Director Co-Chief Executive Officer and Director Chief Operating Officer and Director Secretary and Director Director and Corporate Administrator Director Director |
Cho Sun Sik has served our company as Co-Chief Executive Officer and Director, since June 9, 2026. Since he founded Sundori Drone Co., Ltd., a Republic of Korea-based company engaged in drone development, manufacturing and training, in March 2015, Cho Sun Sik has served as its Chief Executive Officer. His recognitions include the Minister of National Defense Award (2023), the Ministerial Commendation from the Ministry of SMEs and Startups (2022), the Ministerial Commendation from the Ministry of Science and ICT (2022), appointment as an Advisory Committee Member of the International Counter-Terrorism Research Center at the Korean National Police University (2021), a Mayor’s Commendation from the City of Hanam (2021), and First Place in the 1st Presidential Cup Aviation Sports Competition (2000).
Dong Wook Chung has served our company as Co-Chief Executive Officer and Director, since June 9, 2026. From 2017 to the present, Dong Wook Chung has served as CEO of K-Medicare Corp., a Republic of Korea-based medical agency for medical service tours. From 2023 to 2026, he served as CEO of Ismedia Co.Ltd., a Republic of Korea-based mobile phone camera inspection equipment manufacturer.
In Chul Chung has served our company as Chief Operating Officer and Director, since June 9, 2026. From September 2024 to October 2025, In Chul Chung served as General Manager of IsMedia Co., Ltd., a Republic of Korea-based mobile phone camera inspection equipment manufacturer. From August 2021 to August 2024, he served as Director of Research Institute for iMedicus Co., Ltd.
Paul Strickland has served our company variously as President, CEO, Secretary and Director, from 2020 to present. Mr. Strickland has nearly three decades of international business experience within the finance, entertainment, private equity, agriculture, mining, manufacturing and technology sectors. Since 2013, Mr. Strickland has served as a board member of public and private companies in North America and Asia. In 2017, Mr. Strickland formed Selkirk Global Holdings, a private holding company. Through Selkirk Global Holdings, Mr. Strickland serves as an officer and sits on the board of several small publicly traded companies across a wide variety of sectors, focusing on restructuring activities and corporate governance issues. He served as secretary and director of Supurva Healthcare Group, Inc. from 2017 to 2024. From 2017 to the present, Mr. Strickland has served as a director, and from June 2021 to the present, he has served as Secretary of SB Technology Holdings Inc. He has served as secretary and director of Jammin Java Corp from 2017 to present, secretary and director of High Performance Beverages Co. from 2017 to 2023, secretary and director of Humble Energy, Inc. from 2020 to 2024, secretary and director of Paradigm Oil and Gas, Inc. from 2020 to 2023, and sole director and officer of FONU2, Inc. since March 2021. From June 2020 to May 2022, Mr. Strickland served as secretary of Bayport International Holdings, Inc. Since September 2022, Mr. Strickland has served as the sole director and officer of iTOKK, Inc. In September 2024, Mr. Strickland became the Court-appointed Receiver of Global Tech Industries Group, Inc., a position he still currently holds. In March of 2025, Mr. Strickland became the sole director and officer of EVIO, Inc. From October of 2025 to April 2026, he served as Director and Secretary of QuantGate Systems, Inc. He received his Bachelor’s Degree in Foreign Language and International Affairs, with a minor in Asian Studies and Chinese Language, from the University of Puget Sound in 1998. He is fluent in Mandarin Chinese.
David Lee became a Director and Corporate Administrator of our company on June 12, 2026. Mr. Lee has more than 35 years of business experience spanning brand management, marketing, retail, fundraising, and event production. From 1990 to 1998, Mr. Lee led logo design and marketing initiatives at TGF Graphic Factory Inc. in New York, New York. From 1999 to 2015, he was the founder and operator of Wireless Republic L.L.C., of Denver, Colorado, and concurrently served as President of United Brokers L.L.C. Since 2015, and during the past five years, Mr. Lee’s principal occupation has been that of a private investor. Mr. Lee holds a degree in Fashion Design from Parsons School of Design and a degree in Costume History from New York University. Mr. Lee has not served as a director of any other company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15(d) of that act, or of any company registered as an investment company under the Investment Company Act of 1940, during the past five years.
Young-Sun Yoo became a Director of our company on June 12, 2026. Mr. Yoo is a senior finance executive with more than 35 years of experience in corporate financial management, commercial and investment banking, treasury, derivatives, risk management, and private equity. Since December 2023, Mr. Yoo has served as Chief Financial Officer and Executive Vice President of Hapcheon Food Co., Ltd., a Korean food manufacturer, where he oversees treasury and financial management. From June 2020 to March 2023, he served as Executive Vice President of Samtech Co., Ltd., an industrial safety products manufacturer, with responsibility for marketing and treasury. Previously, Mr. Yoo served as Chief Executive Officer of KH Chemical (now Kobon) (2018-2019); Chief Financial Officer and Executive Managing Director of Atinum Partners, a private equity firm (2015-2017); Executive Vice President and Head of Treasury of Hana Bank (2009-2015); Managing Director and Head of Risk Management of Hanjin Shipping (2006-2009); Head of the Derivatives Desk at Busan Bank (2003-2006); General Manager and Head of Treasury Sales at HSBC (1999-2002); and Treasurer of the Seoul branch of Royal Bank of Canada (1996-1999), with earlier roles at POSCO and Hanmi Bank, Los Angeles. Mr. Yoo holds an M.B.A. in Finance and International Business from the Stern School of Business at New York University and a B.A. in Economics from Sungkyunkwan University, Seoul, and has held U.S. FINRA/NFA Series 3, Series 6, and Series 63 licenses.
Tong Soo “T.S.” Chung became a Director of our company on June 12, 2026. Mr. Chung is an attorney and former United States government official with more than four decades of experience in law, foreign direct investment promotion, and international trade. Since June 2024, Mr. Chung has served as an advisor and Senior Foreign Counsel to LIN, a law firm based in Seoul, Republic of Korea, and since September 2024 he has served as Country Director of the Asia Office of the Utah Governor’s Office of Economic Development, which is responsible for attracting Asian investment to the State of Utah. From 2020 to 2025, Mr. Chung served as a Senior Advisor to the Global Procurement Development Institute (formerly Living Tree, Inc.); he has served as a Senior Advisor to Norstar Composite Co., Ltd. since 2015 and to Global Composite Cylinder Co., Ltd. since 2019. From May 2010 to December 2021, Mr. Chung was a Senior Foreign Counsel at Yulchon LLC, one of the largest full-service law firms in Korea, where his practice covered mergers and acquisitions, international trade and cross-border investment, public procurement, and international dispute resolution, and where he oversaw the firm’s offices in Vietnam, Indonesia, and Myanmar from 2015 to 2019. From May 2021 to 2024, Mr. Chung served as an Honorary Ambassador of Foreign Investment Promotion for the Republic of Korea by appointment of the Korean Ministry of Trade, Industry and Energy, and he has been a member of the Advisory Council to Invest Korea since 2023.
Terms of Office. The Executive Officers are appointed until their respective successors are duly elected and qualified or until their earlier resignation or removal in accordance with the Company’s bylaws. The Directors are appointed for a one-year term or until their successors are duly elected and qualified or until their earlier resignation or removal in accordance with the Company’s bylaws.
Family Relationships. There exist no family relationships among the Company’s Directors and Executive Officers.
Executive Compensation. The following table provides certain information regarding compensation awarded to, earned by or paid to the Company’s Chief Executive Officer during the years ended December 31, 2025 and 2024 (the “Named Executive Officer”).
Summary Compensation Table
| Fiscal Year | Stock | Option | All | |||||||||||||||||||||||
| Ended | Salary | Bonus | Awards | Awards | Other | Total | ||||||||||||||||||||
| Name and Principal Position | 12/31 | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||
| Paul L. Strickland | 2025 | - | - | - | - | - | - | |||||||||||||||||||
| Former President and Chief Executive Officer, current Secretary | 2024 | - | - | - | - | - | - | |||||||||||||||||||
| Evan Bloomberg | 2025 | 45,000 | - | - | - | - | 45,000 | |||||||||||||||||||
| Former President, CEO (resigned May 12, 2025) | 2024 | 102,329 | - | - | - | - | 102,329 | |||||||||||||||||||
| Dong Wook Chung (1) | 2025 | - | - | - | - | - | - | |||||||||||||||||||
| Co-Chief Executive Officer | 2024 | - | - | - | - | - | - | |||||||||||||||||||
| Cho Sun Sik (1) | 2025 | - | - | - | - | - | - | |||||||||||||||||||
| Co-Chief Executive Officer | 2024 | - | - | - | - | - | - | |||||||||||||||||||
In Chul Chung (1) | 2025 | - | - | - | - | - | - | |||||||||||||||||||
Chief Operating Officer | 2024 | - | - | - | - | - | - | |||||||||||||||||||
(1) This person did not assume his positions with the Company until June 9, 2026.
Outstanding Option Awards. The following table provides certain information regarding unexercised options to purchase Common Stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Current Report on Form 8-K, for the named executive officer.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||||||
Dong Wook Chung | – | – | – | N/A | N/A | – | – | – | – | |||||||||||||||||||||||||||
| Cho Sun Sik | – | – | – | N/A | N/A | – | – | – | – | |||||||||||||||||||||||||||
| Paul L. Strickland | – | – | – | N/A | N/A | – | – | – | – | |||||||||||||||||||||||||||
| In Chul Chung | – | – | – | N/A | N/A | – | – | – | – | |||||||||||||||||||||||||||
Compensation of Directors. During the years ended December 31, 2025 and 2024, no compensation was paid to the Company’s Directors in consideration for their services rendered in their capacities as Directors.
Securities Ownership
The following table sets forth, as of June 16, 2026, the shareholdings of (1) each person owning beneficially 5% or more of the Company’s outstanding common stock; (2) each executive officer of the Company, and (3) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over his securities. Information relating to beneficial ownership of securities by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’ concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. Except as noted below, each person has sole voting and investment power. Unless otherwise indicated, the address of each person listed is c/o Hallmark Venture Group, Inc., 801 U.S. Highway 1, North Palm Beach, Florida 33408.
For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of the date of this Current Report on Form 8-K are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
| Name of Beneficial Owner | Title of Class | Beneficial Ownership |
Percent of Class(1) |
Effective Voting Power(2) |
||||||||||
| Paul L. Strickland | Common Stock Series A Preferred Stock(A) |
1,806,965(3) 0 |
2.73% 0% |
* | ||||||||||
| Cho Sun Sik | Common Stock Series A Preferred Stock(A) |
0 0 |
0% 0% |
0% | ||||||||||
| Dong Wook Chung | Common Stock Series A Preferred Stock(A) |
0 0 |
0% 0% |
0% | ||||||||||
| In Chul Chung | Common Stock Series A Preferred Stock(A) |
0 0 |
0% 0% |
0% | ||||||||||
| David Lee | Common Stock Series A Preferred Stock(A) |
140,000,000(4) (5) 100,000 |
90.80% 100% |
99.86% | ||||||||||
| Young-Sun Yoo | Common Stock Series A Preferred Stock(A) |
0 0 |
0% 0% |
0% | ||||||||||
| Tong Soo “T.S.” Chung | Common Stock Series A Preferred Stock(A) |
0 0 |
0% 0% |
0% | ||||||||||
| All Officers and Directors as a Group (7 persons) | Common Stock Series A Preferred Stock(A) |
141,806,965(6) 100,000 |
90.80% 100% |
99.86% | ||||||||||
| EQUORIX, LLC(7) | Common Stock Series A Preferred Stock(A) |
140,000,000(5) 100,000 |
90.80% 100% |
99.86% | ||||||||||
| Nicosel, LLC(8) | Common Stock Series A Preferred Stock(A) |
3,623,943 0 |
5.48% 0% |
* | ||||||||||
| * | Less than 1%. |
| (A) | Each share of Series A Preferred Stock has the right to 100,000 votes in all matters submitted to the holders of the Company’s common stock, is convertible into 900 shares of the Company’s common stock, at any time at the holder’s discretion and is entitled to dividends at twice the rate paid to holders of the Company’s common stock. |
| (1) | Based on 66,177,020 shares of common stock outstanding as of June 16, 2026. |
| (2) | Based on 10,066,177,020 eligible votes. |
| (3) | These shares are owned of record by Selkirk Global Holdings, LLC, a company owned by Paul L. Strickland, a Director and Secretary of the Company, whose address is 120 State Ave. NE, Olympia, Washington 98501. |
| (4) | The securities are held of record by EQUORIX LLC. See Note 7 below. |
(5) |
50,000,000 of these shares are issued and 90,000,000 of these shares are unissued, but underlie currently convertible shares of Series A Preferred Stock. |
| (6) | 51,806,965 of these shares are issued and 90,000,000 of these shares are unissued, but underlie currently convertible shares of Series A Preferred Stock. |
(7)
|
Finnegan Capital LLC holds sole voting and investment (dispositive) power over the securities held by EQUORIX LLC. Liam Finnegan LLC is the sole member of Finnegan Capital LLC, and David Lee is the manager of Liam Finnegan LLC. By virtue of the foregoing, each of Finnegan Capital LLC, Liam Finnegan LLC and David Lee may be deemed to beneficially own such securities. Each disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
| (8) | Based on a Schedule 13G filed by Nicosel, LLC on April 27, 2026, reporting sole voting and dispositive power over 3,623,943 shares of common stock (5.5% as reported therein). Salvatore Lauria is the manager of Nicosel, LLC. |
Certain Relationships and Related Transactions
Change in Control Transaction.
Control Agreement. Effective June 9, 2026, the Company consummated the Control Agreement, pursuant to which EQUORIX acquired the Acquired Preferred Stock from Selkirk Global Holdings, LLC, a company owned by Paul L Strickland, our Secretary and Director, and the Acquired Common Stock from the Company. The Acquired Preferred Stock constitutes 100% of the outstanding Series A Preferred Stock and constitutes voting control of the Company; the Acquired Common Stock represents approximately 75.55% of the outstanding shares of the Company’s common stock. Pursuant to the Control Agreement, the majority of the Board at the closing of the Control Agreement changed: Cho Sun Sik, Dong Wook Chung and In Chul Chung were elected as Directors of the Company, while Paul Strickland continued as a Director of the Company.
Intellectual Property Transfer and Technology Assignment Agreement. In conjunction with the Control Agreement, the Company, as assignee, entered into an Intellectual Property Transfer and Technology Assignment Agreement (the “IP Assignment Agreement”) with Cho Sun Sik, a Director and a Co-Chief Executive Officer of the Company, and Sundori Drone Co., Ltd. (“Sundori Korea”), as assignors (Cho Sun Sik and Sundori Korea are referred to as the “Assignors”). Under the IP Assignment Agreement, the Assignors sold, assigned, transferred and conveyed to the Company all of their right, title and interest in and to a worldwide portfolio of drone technology, comprising twelve Korean patents and a body of worldwide trade secrets, manufacturing and engineering know-how, freedom-to-practice rights and foreign filing rights, excluding the Sundori brand marks (collectively, the “Assigned IP”).
Exclusive License-Back Agreement. In conjunction with the IP Assignment Agreement, the Company, as licensor, entered into an Exclusive License-Back Agreement (the “License-Back Agreement”) with Sundori Korea, as licensee. Under the License-Back Agreement, the Company granted Sundori Korea a royalty-free, perpetual, exclusive license to the Assigned IP within the Republic of Korea, such that Sundori Korea may continue its Korean domestic operations, including procurement to Korean governmental and defense customers.
Master Services Agreement. In conjunction with the IP Assignment Agreement, the Company, as customer, entered into a Master Services Agreement (the “Master Agreement”) with Sundori Korea, as service provider. Under the Master Agreement, Sundori Korea will provide foreign factory-setup, engineering-dispatch and training services to the Company and its to-be-designated joint venturers on an arm’s-length, fee-for-service basis, pursuant to separate statements of work.
Convertible Promissory Note. On May 26, 2026, the Company issued to EQUORIX an 8% Convertible Promissory Note with a total face value of $100,000 (the “EQUORIX Note”). The EQUORIX Note is a draw-down facility: it became effective upon EQUORIX’s delivery of initial consideration of $3,650, and EQUORIX may advance additional consideration from time to time, at its sole discretion, up to the $100,000 face value. As of the date of this Current Report on Form 8-K, EQUORIX had advanced an aggregate of $17,070 of principal. The EQUORIX Note bears interest at 8% per annum, compounded monthly, matures on May 25, 2027, and provides for a default interest rate equal to the lesser of 20% per annum and the highest rate permitted by law and a “Mandatory Default Amount” equal to 150% of the outstanding principal. The EQUORIX Note is convertible into shares of the Company’s common stock at a conversion price equal to a 25% discount to the average closing price of the common stock over the ten consecutive trading days prior to conversion, subject to increase (to 30%, 35% or 40%) if the Company loses DWAC/FAST eligibility, is placed on DTC “chilled” status, or both, and to a further permanent 10% increase upon an uncured event of default.
Loans from Paul Strickland. On December 31, 2023, Mr. Strickland forgave the $2,750 due to him. The amount was credited to paid in capital. As of December 31, 2025 and 2024, the outstanding balance due to Mr. Strickland was $0 and $0, respectively.
In addition, during the year ending December 31, 2023, the Company and its Board of Directors approved a $7,119, 0% convertible exchange note to Paul Strickland (“Holder”), Secretary and Director of the Company (the “Note”). The Note matures December 11, 2024 and is convertible into the Company’s common stock at a price equal to 50% of the average closing price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the Holder elects to convert all or part of the Note. The Note is fully funded and has been issued to Holder in exchange for having made direct payments of Company expenses. The Note was in default.
This note was cancelled as part of the merger agreement on September 24, 2024. However, upon the deconsolidation of Jubilee in FY2025 due to the demerger, the note was reinstated.
On August 7, 2025, Mr. Strickland converted the entire balance owed to him into 83,753 shares of common stock.
As of December 31, 2025 and 2024, the outstanding balance due pursuant to this Note to Mr. Strickland was $0 and $0, respectively.
Convertible Notes. On October 5, 2022, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the “Note”), an entity controlled by Paul Strickland, the Company’s sole director and officer. The Note matures October 5, 2023, has a 10% OID and is convertible into the Company’s common stock at a price equal to 55% of the average closing price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note is being funded through the direct payment of Company expenses. The Note was in default.
This note was cancelled as part of the merger agreement on September 24, 2024. However, upon the deconsolidation of Jubilee in FY2025 due to the demerger, the note was reinstated.
On August 12, 2025, Selkirk Global Holdings, LLC converted the entire balance owed to it into 941,363 shares of common stock.
As of December 31, 2025 and 2024, the outstanding balance due pursuant to this Note to Mr. Strickland was $0 and $0, respectively.
On April 6, 2023, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the “Note”). The Note matures April 5, 2024, has a 10% OID and is convertible into the Company’s common stock at a price equal to 55% of the average closing price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note is being funded through the direct payment of Company expenses.
This note was cancelled as part of the merger agreement on September 24, 2024. However, upon the deconsolidation of Jubilee in FY2025 due to the demerger, the note was reinstated.
On August 12, 2025, Selkirk Global Holdings, LLC converted the entire balance owed to it into 402,038 shares of common stock.
As of December 31, 2025 and 2024, the outstanding balance due pursuant to this Note to Mr. Strickland was $0 and $0, respectively.
On July 17, 2025, the Company issued a $50,000, 6% convertible promissory note to Selkirk Global Holdings, LLC, (the “Note”), an entity controlled by Paul Strickland, the Company’s sole director and officer. The Note matures July 16, 2026, and is convertible into the Company’s common stock at a price equal to 50% of the average closing price of the Company’s common stock during the 10 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note is being funded through the direct payment of Company expenses.
As of December 31, 2025, the outstanding balance due pursuant to this Note to Mr. Strickland was $27,326.46.
Settlement Liability. On November 3, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC on its past due notes payable with a principal balance of $285,206 and accrued interest of $296,670 representing a total amount of the settlement of $581,876. The settlement amount is non-interest bearing.
The agreement calls for the Company’s transfer agent to issue free-trading common shares to Green Horseshoe, LLC at a conversion rate of 50% of the average closing price of the Company’s shares for the 10 prior trading days prior to any issuance notice issued by Green Horseshoe, LLC. The Settlement Agreement also calls for the issuance of a fixed number of common shares (the “Settlement Shares”), totalling 5,000,000, to be issued at the current market price, subject to a 9.9% beneficial ownership cap.
On March 28, 2024, Green Horseshoe, LLC assigned the Settlement Agreement, Court Order, and balance of debt of $146,799 to Nicosel, LLC, a non-affiliate of the Company.
On May 6, 2024, this liability was assigned to Nicosel, LLC, a non-affiliate of the Company (Note 8).
The Company issued in partial settlement of this obligation 1,387,000 shares of common stock on November 5, 2020, at a value of $13,870; and 144,007 shares of common stock on May 20, 2025, at a value of $1,440.
The remaining shares to be issued at December 31, 2025 and 2024 were 3,468,993 and 3,613,000 respectively. The remaining balance of the stock payable liability was $34,690 and $36,130 as of December 31, 2025 and 2024, respectively
Transactions Relating to the Change of Control — EQUORIX LLC, David Lee and Sundori Drone Co., Ltd.
On June 9, 2026, EQUORIX acquired voting and economic control of the Company in the change-of-control transaction described above, acquiring 100,000 shares of Series A Preferred Stock and 50,000,000 shares of common stock and holding approximately 99.86% of the total voting power of the Company. EQUORIX is the Company’s controlling stockholder and is a related person of the Company. David Lee, a director of the Company and its Corporate Administrator, is the ultimate natural-person control person of EQUORIX through Finnegan Capital LLC and Liam Finnegan LLC, and may be deemed to have an indirect material interest in the transactions described in this section that involve EQUORIX. Each of EQUORIX, Finnegan Capital LLC, Liam Finnegan LLC and Mr. Lee disclaims beneficial ownership of the securities held by EQUORIX except to the extent of any pecuniary interest therein.
On May 26, 2026, the Company issued to EQUORIX an 8% Convertible Promissory Note with a total face value of $100,000 (the EQUORIX Note), as described above. Because EQUORIX is the Company’s controlling stockholder and Mr. Lee is a director and officer of the Company, the issuance of the EQUORIX Note is a related-party transaction. The EQUORIX Note bears interest at 8% per annum and is convertible into shares of the Company’s common stock on the terms described above.
In connection with the change of control, the Company acquired a worldwide portfolio of drone technology and twelve Korean patents (the Assigned IP) from Cho Sun Sik and Sundori Drone Co., Ltd. (Sundori Korea) under the Intellectual Property Transfer and Technology Assignment Agreement, and entered into the Exclusive License-Back Agreement and the Master Services Agreement with Sundori Korea, each as described above. Cho Sun Sik is a director and a Co-Chief Executive Officer of the Company and is the founder, principal shareholder and Chief Executive Officer of Sundori Korea. Each of these agreements is therefore a related-party transaction in which Mr. Cho has a direct or indirect material interest.
The consideration for the assignment of the Assigned IP did not consist of cash or the issuance of the Company’s securities to the assignors; rather, it consisted of the Company’s covenants set forth in the agreement, including the engagement of Mr. Cho as an officer of the Company, the Company’s commitment to deploy capital for the benefit of Sundori Korea and to pursue foreign joint ventures, and the grant of the Exclusive License-Back to Sundori Korea within the Republic of Korea. Under the Master Services Agreement, Sundori Korea provides engineering, factory-setup, training and technical-support services to the Company on an arm’s-length, fee-for-service basis. The Company has not recorded a separate purchase price for the Assigned IP and refers readers to the Company’s accounting position regarding the characterization and measurement of the transaction.
EQUORIX also controls an affiliate that holds the former 33.33% minority equity interest in Sundori Korea. As a result, the acquisition of the Assigned IP and the related agreements with Sundori Korea are transactions with parties affiliated with the Company’s controlling stockholder, and Mr. Lee may be deemed to have an indirect interest in those transactions in addition to the interest of Mr. Cho. The interests of the Company, EQUORIX, Mr. Lee, Mr. Cho and Sundori Korea may not be aligned, and these relationships present inherent conflicts of interest.
The foregoing transactions were reviewed and approved by the Company’s Board of Directors, including in accordance with Section 607.0832 of the Florida Business Corporation Act governing director conflict-of-interest transactions. The Company did not obtain an independent valuation or a fairness opinion in connection with the transactions. As a smaller reporting company, the Company’s threshold for disclosure of related-party transactions is the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years.
Statement of Policy. All future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.
To the best of our knowledge, during the past three fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth above under Item 1.01. Entry into a Material Definitive Agreement is incorporated in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above under Item 1.01. Entry into a Material Definitive Agreement is incorporated in this Item 3.02.
Item 5.01 Changes in Control of Registrant.
Effective June 9, 2026, the closing date of the Control Agreement, there occurred a change in control of the Company. In conjunction with the Control Agreement, Cho Sun Sik, Dong Wook Chung and In Chul Chung were elected as Directors of the Company, while Paul L. Strickland continued as a Director of the Company. Certain information regarding the background of each of these directors is set forth above under Item 1.01. Entry into a Material Definitive Agreement is incorporated in this Item 5.01.
Subsequent to June 9, 2026, on June 12, 2026, three additional directors were appointed to the Company’s Board of Directors, David Lee, Young-Sun Yoo, Tong Soo “T.S.” Chung. Certain information regarding the background of each of these directors is set forth above under Item 1.01. Entry into a Material Definitive Agreement is incorporated in this Item 5.01.
The following table sets forth, as of June 16, 2026, the shareholdings of (1) each person owning beneficially 5% or more of the Company’s outstanding common stock; (2) each executive officer of the Company, and (3) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over his securities. Information relating to beneficial ownership of securities by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’ concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. Except as noted below, each person has sole voting and investment power. Unless otherwise indicated, the address of each person listed is c/o Hallmark Venture Group, Inc., 801 U.S. Highway 1, North Palm Beach, Florida 33408.
For purposes of computing the percentage of outstanding shares held by each person or group of persons, any shares that such person or persons has the right to acquire within 60 days of the date of this Current Report on Form 8-K are deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
| Name of Beneficial Owner | Title of Class | Beneficial Ownership | Percent of Class(1) | Effective Voting Power(2) | ||||||||||
| Paul L. Strickland | Common Stock Series A Preferred Stock(A) | 1,806,965(3) 0 | 2.73% 0% | * | ||||||||||
| Cho Sun Sik | Common Stock Series A Preferred Stock(A) | 0 0 | 0% 0% | 0% | ||||||||||
| Dong Wook Chung | Common Stock Series A Preferred Stock(A) | 0 0 | 0% 0% | 0% | ||||||||||
| In Chul Chung | Common Stock Series A Preferred Stock(A) | 0 0 | 0% 0% | 0% | ||||||||||
| David Lee | Common Stock Series A Preferred Stock(A) | 140,000,000(4) (5) 100,000 | 90.80% 100% | 99.86% | ||||||||||
| Young-Sun Yoo | Common Stock Series A Preferred Stock(A) | 0 0 | 0% 0% | 0% | ||||||||||
| Tong Soo “T.S.” Chung | Common Stock Series A Preferred Stock(A) | 0 0 | 0% 0% | 0% | ||||||||||
| All Officers and Directors as a Group (7 persons) | Common Stock Series A Preferred Stock(A) | 141,806,965(6) 100,000 | 90.80% 100% | 99.86% | ||||||||||
| EQUORIX, LLC(7) | Common Stock Series A Preferred Stock(A) | 140,000,000(5) 100,000 | 90.80% 100% | 99.86% | ||||||||||
| Nicosel, LLC(8) | Common Stock Series A Preferred Stock(A) | 3,623,943 0 | 5.48% 0% | * | ||||||||||
* |
Less than 1%. |
| (A) | Each share of Series A Preferred Stock has the right to 100,000 votes in all matters submitted to the holders of the Company’s common stock, is convertible into 900 shares of the Company’s common stock, at any time at the holder’s discretion and is entitled to dividends at twice the rate paid to holders of the Company’s common stock. |
| (1) | Based on 66,177,020 shares of common stock outstanding as of June 16, 2026. |
| (2) | Based on 10,066,177,020 eligible votes. |
| (3) | These shares are owned of record by Selkirk Global Holdings, LLC, a company owned by Paul L. Strickland, a Director and Secretary of the Company, whose address is 120 State Ave. NE, Olympia, Washington 98501. |
| (4) | The securities are held of record by EQUORIX LLC. See Note 7 below. |
(5) |
50,000,000 of these shares are issued and 90,000,000 of these shares are unissued, but underlie currently convertible shares of Series A Preferred Stock. |
| (6) | 51,806,965 of these shares are issued and 90,000,000 of these shares are unissued, but underlie currently convertible shares of Series A Preferred Stock. |
| (7) | Finnegan Capital LLC holds sole voting and investment (dispositive) power over the securities held by EQUORIX LLC. Liam Finnegan LLC is the sole member of Finnegan Capital LLC, and David Lee is the manager of Liam Finnegan LLC. By virtue of the foregoing, each of Finnegan Capital LLC, Liam Finnegan LLC and David Lee may be deemed to beneficially own such securities. Each disclaims beneficial ownership except to the extent of any pecuniary interest therein. |
| (8) | Based on a Schedule 13G filed by Nicosel, LLC on April 27, 2026, reporting sole voting and dispositive power over 3,623,943 shares of common stock (5.5% as reported therein). Salvatore Lauria is the manager of Nicosel, LLC. |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure set forth above under Item 5.01. Changes in Control of Registrant is incorporated in this Item 5.02.
Item 5.06 Change in Shell Company Status.
Our management has determined that, as of the closing of the Control Agreement, effective June 9, 2026, our company ceased to be a “shell company” as defined in Rule 12b-2 of the Exchange Act. In this regard, please refer to Item 1.01. Entry into a Material Definitive Agreement, which is incorporated into this Item 5.06.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The disclosure set forth above under Item 1.01. Entry into a Material Definitive Agreement is incorporated in this Item 5.07.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
4.1 |
||
| 10.1 | Change of Control Agreement among the Company, Selkirk Global Holdings, LLC, Paul Strickland and EQUORIX LLC | |
| 10.2 | Intellectual Property Transfer and Technology Assignment Agreement among the Company, Cho Sun Sik and Sundori Drone Co., Ltd. | |
| 10.3 | Exclusive License-Back Agreement between the Company and Sundori Drone Co., Ltd. | |
| 10.4 | Master Services Agreement between the Company and Sundori Drone Co., Ltd. | |
| 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.
| Dated: June 16, 2026. | HALLMARK VENTURE GROUP, INC. | |
| By: | /s/ Cho Sun Sik | |
| Cho Sun Sik | ||
|
Co-Chief Executive Officer | |
| By: | /s/ Dong Wook Chung | |
| Dong Wook Chung | ||
| Co-Chief Executive Officer | ||
Exhibit 4.1
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. AS A RESULT, FOLLOWING ANY REDEMPTION OR CONVERSION OF ANY PORTION OF THIS NOTE, THE OUTSTANDING PRINCIPAL SUM REPRESENTED BY THIS NOTE MAY BE LESS THAN THE PRINCIPAL SUM AND ACCRUED INTEREST SET FORTH BELOW.
8% CONVERTIBLE PROMISSORY NOTE
OF
HALLMARK VENTURE GROUP, INC.
Issuance Date: May 26, 2026
Total Face Value of Note: $100,000.00
Initial Consideration: $3,650.00
Initial Principal Amount: $100,000.00
Maturity Date: May 25, 2027
THIS CONVERTIBLE PROMISSORY NOTE is issued by Hallmark Venture Group, Inc., a corporation duly organized and existing under the laws of the State of Florida, designated as the Company’s 8% Convertible Promissory Note in the principal amount of $100,000.00. This Note is subject to, and qualified by, all the terms and conditions set forth in the Agreement. This Note will become effective upon its execution by authorized agents of the Company and the Holder and delivery of the Initial Consideration by the Holder to the Company.
Section 1. Definitions. The following terms shall have the meanings ascribed to them below:
| a. | “1933 Act” shall mean the Securities Act of 1933, as amended. | |
| b. | “1934 Act” shall mean the Exchange Act of 1934, as amended. | |
| c. | “Additional Consideration” shall mean additional consideration paid by the Holder to the Company in such amounts and at such date or dates as the Holder may choose at its sole discretion. | |
| d. | “Additional Consideration dates” shall mean such date or dates the Holder provides Additional Consideration to the Company. | |
| e. | “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the City of New York are authorized or required by law or executive order to remain closed. | |
| f. | “Common Stock” shall mean shares of the Company’s common stock $0.001 per share par value. | |
| g. | “Company” shall mean Hallmark Venture Group, Inc., a corporation duly organized and existing under the laws of the State of Florida. |
| 1 |
| h. | “Conversion Date” shall mean the date upon which the Holder submits a Conversion Notice to the Company. | |
| i. | “Conversion Notice” shall mean a notice in the form annexed hereto as Exhibit A properly completed and executed by an authorized agent of the Holder. | |
| j. | “Conversion Price” shall be equal to 25% discount of the average closing price of the Company’s common stock during the 10 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Note. If the Company is placed on “chilled” status with the DTC, the Conversion Price shall be decreased by 10%, (i.e., from 25% to 35%), until such chill is remedied. If the Company is not DWAC eligible through their Transfer Agent and DTC’s Fast Automated Securities Transfer (FAST) system, the Conversion Price shall be decreased by 5% (i.e., from 25% to 30%). In the case of both occurrences, the Conversion Price adjustment shall be a cumulative (i.e., from 25% to 40%). Any default of this Note not remedied within the applicable cure period will result in a permanent additional 10% decrease to the Conversion Price (i.e., from 25% to 35%), in addition to any other discount, as provided above. | |
| k. | Default Rate shall mean the lesser of (a) 20% per annum and (b) the highest rate permitted by law. | |
| l. | “DTC” shall mean the Depository Trust Corporation. | |
| m. | “DWAC” shall mean Deposits and Withdrawal at Custodian. | |
| n. | “Effective Date” shall mean May 26, 2026. | |
| o. | “Event of Default” shall have the meaning ascribed to it in Section 6(a) below. | |
| p. | “Face Value” shall mean $100,000.00. | |
| q. | “Holder” shall mean INVESTOR, its registered assigns or successors-in-interest. | |
| r. | “Initial Consideration” shall mean $100,000.00. | |
| s. | “Insolvency Event” shall mean if the Company institutes proceedings to be adjudicated as bankrupt or insolvent, consents to the institution of bankruptcy or insolvency proceedings against it, an involuntary bankruptcy petition is filed against the Company which is not dismissed within 30 days, files a petition or answer or consent seeking reorganization or relief under any applicable law in respect of bankruptcy or insolvency, consents to the filing of any petition of that kind or to the appointment of a receiver, liquidator, assignee, trustee, custodian or sequestrator (or other similar official) of it or any substantial part of its property or makes an assignment for the benefit of creditors, or if information becomes publicly available indicating that unsecured claims against the Company are not expected to be paid. | |
| t. | “Investor” shall mean EQUORIX, LLC. | |
| u. | “Interest” shall mean interest on the Principal Amount plus all other interest, fees, liquidated damages and/or items due to Holder under this Note at a rate of 8% per annum, compounded monthly. | |
| v. | “Mandatory Default Amount” shall mean 150% of the outstanding Principal Amount of this Note. | |
| w. | “Maturity Date” shall mean May 25, 2027. |
| 2 |
| x. | “Note” shall mean this 8% Convertible Promissory Note. | |
| y. | “Obligations” shall mean the collective reference to the unpaid principal of and interest on the Note. | |
| z. | “Principal Amount” shall mean the amount of this Note outstanding at any given time. | |
| aa. | “Principal Market” shall refer to the primary exchange on which the Company’s common stock is traded or quoted. | |
| bb. | “Required Reserve” shall have the meaning ascribed to it in Section 5 (e) below. | |
| cc. | “Rule 144” shall mean Rule 144 of the Securities Act of 1933, as amended. | |
| dd. | “Transfer Agent” shall mean the Company’s then current transfer agent. | |
| ee. | “Trading Day” shall mean a day on which there is trading or quoting for any security on the Principal Market. | |
| ff. | “SEC” shall mean the United States Securities and Exchange Commission. | |
| gg. | “Securities” shall mean this Note and the Common Shares into which it may be converted from time to time. | |
| hh. | “Underlying Shares” means the shares of common stock into which the Note is convertible (including interest, fees, liquidated damages and/or principal payments in common stock as set forth herein) in accordance with the terms hereof. | |
| ii. | “Use of Proceeds” means the use of the Proceeds set forth on Schedule 1 annexed hereto. |
Section 2. Payment Obligation.
FOR VALUE RECEIVED, the Company hereby promises to pay to the order of the Holder, the Principal Amount, Interest and all other interest, fees, liquidated damages and/or items due to Holder under this Note on the Maturity Date.
Section 3. Consideration.
| a. | Upon the execution of this Note, the Holder shall remit to the Escrow Agent the Initial Consideration, or fund the Initial Consideration directly to a vendor. | |
| b. | The Company may only utilize the Initial Consideration in the manner set forth as the Use of Proceeds on Schedule 1, annexed hereto and shall promptly provide evidence thereof to Holder of such use in sufficient detail as reasonably requested by Holder. | |
| c. | The Holder may pay additional consideration to the Company in such amounts and at such dates as Holder may choose in its sole discretion. The Principal Amount shall be calculated based on the total Consideration paid by Holder plus Interest, both which are prorated based on the Consideration paid, and all other interest or fees set forth in this Note. The Company shall not be required to repay any portion of the Note’s Face Value that has not been funded. |
| 3 |
Section 4. Prepayment
| a. | This Note may be prepaid by the Company, in whole or in part, according to the following schedule: |
| Days Since Effective Date | Prepayment Amount | |
| Under 90 | 100% of Principal Amount | |
| 91-180 | 150% of Principal Amount |
| b. | After 180 days from the Effective Date this Note may not be prepaid without written consent from Holder, which consent may be withheld, delayed or denied in Holder’s sole and absolute discretion. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding day which is a Business Day. |
Section 5. Conversion.
| a. | Conversion Right. Subject to the terms hereof and restrictions and limitations contained herein, the Holder shall have the right, at the Holder’s sole option, at any time and from time to time to convert in whole or in part the outstanding and unpaid Principal Amount under this Note into shares of Common Stock as per the Conversion Price, but not to exceed the conversion limitation set forth in Section 5(f) below. | |
| b. | Stock Certificates or DWAC. Upon the Holder submitting a Conversion Notice to the Company, the Company shall deliver to the Holder or Holder’s authorized designee, no later than 2 Trading Days after the Conversion Date, a certificate or certificates (which certificate(s) shall be free of restrictive legends and trading restrictions if the shares of Common Stock underlying the portion of the Note being converted are eligible under a resale exemption pursuant to Rule 144(b)(1)(ii) and Rule 144(d)(1)(ii) of the 1933 Act) representing the number of shares of Common Stock being acquired upon the conversion of this Note. In lieu of delivering physical certificates representing the shares of Common Stock issuable upon conversion of this Note, provided the Company’s transfer agent is participating in DTC’s FAST program, the Company shall instead use commercially reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon conversion to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its DWAC program (provided that the same time periods herein as for stock certificates shall apply). | |
| c. | Charges and Expenses. Issuance of Common Stock to Holder, or any of its assignees, upon the conversion of this Note shall be made without charge by the Company to the Holder for any issuance fee, postage/mailing charge or any other expense with respect to the issuance of such Common Stock. Holder shall pay all Transfer Agent fees incurred from the issuance of the Common Stock to Holder, as well as any and all other fees and charges required by the Transfer Agent as a condition to effectuate such issuance. | |
| d. | Delivery Timeline. Provided the Holder submits Conversion Notice to the Company, if the Company fails to deliver to the Holder such certificate or certificates (or shares through the DWAC program) pursuant to this Section (free of any restrictions on transfer or legends, if eligible) prior to 3 Trading Days after the Conversion Date, the Company shall pay to the Holder as liquidated damages an amount equal to $2,000 per day, until such certificate or certificates are delivered. The Company acknowledges that it would be extremely difficult or impracticable to determine the Holder’s actual damages and costs resulting from a failure to deliver the Common Stock and the inclusion herein of any such additional amounts are the agreed upon liquidated damages representing a reasonable estimate of those damages and costs. Such liquidated damages will be automatically added to the Principal Amount of the Note and tack back to the Effective Date for purposes of Rule 144. |
| 4 |
| e. | Reservation of Underlying Securities. The Company covenants that it will at all times reserve and keep available for Holder, out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of this Note, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, five times the number of shares of Common Stock as shall be issuable (taking into account the adjustments under this Section 5, but without regard to any ownership limitations contained herein) upon the conversion of this Note (consisting of the Principal Amount) to Common Stock (the “Required Reserve”). The Company covenants that all shares of Common Stock that shall be issuable will, upon issue, be duly authorized, validly issued, fully-paid, non-assessable and freely-tradable (if eligible). If the amount of shares on reserve in Holder’s name at the Company’s transfer agent for this Note shall drop below the Required Reserve, the Company will, within 2 Trading Days of notification from Holder, instruct the transfer agent to increase the number of shares so that the Required Reserve is met. In the event that the Company does not instruct the transfer agent to increase the number of shares so that the Required Reserve is met, the Holder will be allowed, if applicable, to provide this instruction as per the terms of the Irrevocable Transfer Agent Instructions attached to this Note. | |
| f. | Conversion Limitation. In the event the Holder submits a Conversion Notice to the Company that would, upon issuance of the requested shares, result in the Holder beneficially owning more than 9.99% of the then total outstanding shares of the Company, such Conversion Notice shall automatically be amended to reduce the number of requested shares such that that the issuance of amount of shares that would not result in the Holder beneficially owning more than 9.99% of the then total outstanding shares of the Company. | |
| g. | Conversion Delays. If the Company fails to deliver shares in accordance with the timeframe stated in Section 5(d) above, in addition to all other remedies available to the Holder, at any time prior to selling all of those shares, may rescind any portion of the particular conversion attributable to the unsold shares. The rescinded conversion amount will be returned to the Principal Sum with the rescinded conversion shares returned to the Company, under the expectation that any returned conversion amounts will tack back to the Effective Date. | |
| h. | Shorting and Hedging. Holder may not engage in any “shorting” or “hedging” transaction(s) in the Common Stock prior to conversion. | |
| i. | Conversion Right Unconditional. Upon the Holder providing the Company with a Conversion Notice, the Company’s obligations to deliver Common Stock as set forth in the Conversion Notice shall be absolute and unconditional, irrespective of any claim of setoff, counterclaim, recoupment, or alleged breach the Company may hold against the Holder. |
Section 6. Defaults and Remedies.
| a. | Events of Default. Each of the following shall, separately constitute an event of default (an “Event of Default”): |
| i. | a default in payment of any amount due hereunder which default continues for more than 5 Trading Days after the due date; |
| 5 |
| ii. | a default in the timely issuance of underlying shares upon and in accordance with terms of Section 5 above, which default continues for 2 Trading Days after the Company has failed to issue shares or deliver stock certificates within the 3rd Trading Day following the Conversion Date; | |
| iii. | failure by the Company for 3 Trading Days after notice has been received by the Company to comply with any material provision of this Note; | |
| iv. | failure of the Company to remain compliant with DTC, thus incurring a “chilled” status with DTC; | |
| v. | any default of any mortgage, indenture or instrument which may be issued, or by which there may be secured or evidenced any indebtedness, for money borrowed by the Company or for money borrowed the repayment of which is guaranteed by the Company, whether such indebtedness or guarantee now exists or shall be created hereafter; | |
| vi. | if the Company is subject to any Insolvency Event; | |
| vii. | any failure of the Company to satisfy its “filing” obligations under the 1934 Act and the rules and guidelines issued by the Company’s Principal Market; | |
| viii. | failure of the Company to remain in good standing with its state of domicile; | |
| ix. | any failure of the Company to provide the Holder with information related to its corporate structure including, but not limited to, the number of authorized and outstanding shares, public float, etc. within 1 Trading Day of request by Holder; | |
| x. | failure by the Company to maintain the Required Reserve; | |
| xi. | failure of Company’s Common Stock to maintain a closing bid price in its Principal Market for more than 3 consecutive Trading Days; | |
| xii. | any delisting from a Principal Market for any reason; | |
| xiii. | failure by Company to pay any of its Transfer Agent fees in excess of $2,000 or to maintain a Transfer Agent of record; | |
| xiv. | failure by Company to notify Holder of a change in Transfer Agent within 24 hours of such change; | |
| xv. | failure by the Company to provide the Holder with piggyback registration rights as set forth in Section 8.d below; | |
| xvi. | any trading suspension imposed by the SEC under Sections 12(j) or 12(k) of the 1934 Act; | |
| xvii. | failure by the Company to meet all requirements necessary to satisfy the availability of Rule 144 to the Holder or its assigns, including but not limited to the timely fulfillment of the current disclosure of the SEC and its Primary Market; |
| 6 |
| xviii. | failure of the Company to abide by the Use of Proceeds or failure of the Company to inform the Holder of a change in the Use of Proceeds; or | |
| xix. | failure of the Company to abide by the terms of the right of first refusal as set forth in Section 8(e) below. |
| b. | Remedies. |
| i. | Upon the 5th Trading Day following the occurrence of any Event of Default, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder’s election, immediately due and payable in cash at the Mandatory Default Amount and tack back to the Effective Date for purposes of Rule 144. | |
| ii. | Upon the 5th Trading Day following the occurrence of any Event of Default that results in the eventual acceleration of this Note, the Principal Amount of this Note then due (including the Mandatory Default Amount) shall accrue interest at the Default Interest Rate. | |
| iii. | Upon the 5th Trading Day following the occurrence of any Event of Default that results in the eventual acceleration of this Note, an additional permanent 10% decrease to the Conversion Price set forth in Section 1.g above shall go into effect. |
| c. | In connection with all remedies described herein, the Holder need not provide, and the Issuer hereby waives, any presentment, demand, protest or other notice of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by the Holder at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as the Holder receives full payment of all amounts due under this Note. No such rescission or annulment shall affect any subsequent event of default or impair any right consequent thereon. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Issuer’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof. |
| 7 |
Section 7. Representations and Warranties of Holder.
Holder hereby represents and warrants to the Company that:
| a. | Holder is an “accredited investor,” as such term is defined in Regulation D of the 1933 Act and will acquire the Securities for its own account and not with a view to a sale or distribution thereof as that term is used in Section 2(a)(11) of the 1933 Act, in a manner which would require registration under the 1933 Act or any state securities laws. Holder has such knowledge and experience in financial and business matters that such Holder is capable of evaluating the merits and risks of the Securities. Holder can bear the economic risk of the Securities, has knowledge and experience in financial business matters and is capable of bearing and managing the risk of investment in the Securities. Holder recognizes that the Securities have not been registered under the 1933 Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the Securities is registered under the 1933 Act or unless an exemption from registration is available. Holder has carefully considered and has, to the extent Holder believes such discussion necessary, discussed with its professional, legal, tax and financial advisors, the suitability of an investment in the Securities for its particular tax and financial situation and its advisers, if such advisors were deemed necessary, and has determined that the Securities are a suitable investment for it. Holder has not been offered the Securities by any form of general solicitation or advertising, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine, or other similar media or television or radio broadcast or any seminar or meeting where, to Holders’ knowledge, those individuals that have attended have been invited by any such or similar means of general solicitation or advertising. Holder has had an opportunity to ask questions of and receive satisfactory answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of the Securities and the Company, and all such questions have been answered to the full satisfaction of Holder. The Company has not supplied Holder any information regarding the Securities or an investment in the Securities other than as contained in this Agreement, and Holder is relying on its own investigation and evaluation of the Company and the Securities and not on any other information. | |
| b. | The Holder is duly organized, validly existing and in good standing under the laws of the state of its formation or incorporation and has all requisite corporate power and authority to carry on its business as now conducted. The Holder is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties. | |
| c. | All corporate action has been taken on the part of the Holder, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Note. The Holder has taken all corporate action required to make all of the obligations of the Holder reflected in the provisions of this Note, valid and enforceable obligations. | |
| d. | The Holder acknowledges that each certificate or instrument representing Securities will be endorsed with the following legend (or a substantially similar legend), unless or until registered under the 1933 Act or exempt from registration: |
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE TRANSFER IS MADE IN COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES WHICH IS REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
| 8 |
Section 8. General.
| a. | Payment of Expenses. The Company agrees to pay all reasonable charges and expenses, including attorneys’ fees and expenses, which may be incurred by the Holder in successfully enforcing this Note and/or collecting any amount due under this Note. | |
| b. | Assignment, Etc. The Holder may assign or transfer this Note and any Common Shares into which it may be converted from time to time, to any transferee at its sole discretion. This Note shall be binding upon the Company and its successors and shall inure to the benefit of the Holder and its successors and permitted assigns. | |
| c. | Amendments. This Note may not be modified or amended, or any of the provisions of this Note waived, except by written agreement of the Company and the Holder. | |
| d. | Piggyback Registration Rights. The Company shall include on the next registration statement that the Company files with the SEC (or on the subsequent registration statement if such registration statement is withdrawn) all shares issuable upon conversion of this Note. | |
| e. | Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Company or any of its subsidiaries of any convertible debt security (whether such debt begins with a convertible feature or such feature is added at a later date) with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional or more favorable term and such term, at the Holder’s option, shall become a part of this Note and its supporting documentation. The types of terms contained in the other security that may be more favorable to the holder of such security include, but are not limited to, terms addressing conversion discounts, conversion look back periods, interest rates, and warrant coverage. | |
| f. | Governing Law; Jurisdiction. |
| i. | Governing Law. This Note will be governed by, and construed and interpreted in accordance with, the laws of the state of Nevada without regard to any conflicts of laws or provisions thereof that would otherwise require the application of the law of any other jurisdiction. | |
| ii. | Jurisdiction and Venue. Any dispute, claim, suit, action or other legal proceeding arising out of or relating to this Note or the rights and obligations of each of the parties shall be brought only in the state and federal courts located in Clark County, Nevada. |
| g. | No Jury Trial. The Company hereto knowingly and voluntarily waives any and all rights it may have to a trial by jury with respect to any litigation based on, or arising out of, under, or in connection with, this Note. | |
| h. | Delivery of Process by the Holder to the Company. In the event of an action or proceeding by the Holder against the Company, and only by the Holder against the Company, service of copies of summons and/or complaint and/or any other process that may be served in any such action or proceeding may be made by the Holder via U.S. Mail, overnight delivery service such as FedEx or UPS, email, fax, or process server, or by mailing or otherwise delivering a copy of such process to the Company at its last known attorney as set forth in its most recent SEC filing. |
| 9 |
| i. | Notices. Any notice required or permitted hereunder (including Conversion Notices) must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier. Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery. | |
| j. | No Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act of 1933, as amended, on the basis of being a “bad actor” as that term is established in the September 13, 2013 Small Entity Compliance Guide published by the SEC. | |
| k. | Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates any applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal, fees, liquidated damages or interest on | |
| l. | Right of First Refusal. From and after the date of this Note and at all times hereafter while the Note is outstanding, the Parties agree that, in the event that the Company receives any written or oral proposal (the “Proposal”) containing one or more offers to provide additional capital or equity or debt financing (the “Financing Amount”), the Company agrees that it shall provide a copy of all documents received relating to the Proposal together with a complete and accurate description of the Proposal to the Holder and all amendments, revisions, and supplements thereto (the “Proposal Documents”) no later than 3 business days from the receipt of the Proposal Documents. Following receipt of the Proposal Documents from the Company, the Holder shall have the right (the “Right of First Refusal”), but not the obligation, for a period of 5 business days thereafter (the “Exercise Period”), to invest, at similar or better terms to the Company, an amount equal to or greater than the Financing Amount, upon written notice to the Company that the Holder is exercising the Right of First Refusal provided hereby. In furtherance of the Right of First Refusal, the Company agrees that it will cooperate and assist the Holder in conducting a due diligence investigation of the Company and its corporate and financial affairs and promptly provide the Holder with information and documents that the Holder may reasonably request so as to allow the Holder to make an informed investment decision. However, the Company and the Holder agree that the Holder shall have no more than 5 business days from and after the expiration of the Exercise Period to exercise its Right of First Refusal hereunder. This Right of First Refusal shall extend to all purchases of debt held by, or assigned to or from, current stockholders, vendors, or creditors, all transactions under Sections 3(a)9 and/or 3(a)10 or the Securities Act of 1933, as amended, and all equity line-of-credit transactions. | |
| m. | Indemnification. As an original and independent obligation under this Agreement, the Holder shall (i) indemnify the Directors and Officers of the Company against all out-of-pocket costs, losses, expenses and liabilities of whatever kind resulting from the failure by any other Loan Party identified in the Use of Proceeds to make due and punctual payment of any of the Obligations or resulting from any of the Obligations being or becoming void, voidable, unenforceable or ineffective against any other Loan Party (including, but without limitation, all out-of-pocket legal and other costs, charges and expenses incurred by the Holder, in connection with preserving or enforcing, or attempting to preserve or enforce, its rights under this Agreement); and (ii) indemnify the Company of any such costs, losses, expenses and liabilities against any other Loan Party, or any other person or otherwise, resulting in the Use of Proceeds identified in this Agreement. | |
| n. | Non-Recourse Obligations. Notwithstanding anything to the contrary stated herein, Holder agrees that for payment of this Note it will look solely to the conversion of stock, pursuant to Section 5 above, and no other assets of the Company shall be subject to levy, execution or other enforcement procedure for the satisfaction of the remedies of Holder, or for any payment required to be made under this Note. |
[Signature Page to Follow.]
| 10 |
IN WITNESS WHEREOF, the Company has caused this 8% Convertible Promissory Note to be duly executed on the day and in the year first above written.
| Hallmark Venture Group, Inc. | ||
| By: | /s/ Paul Strickland | |
| Name: | Paul Strickland | |
| Title: | Secretary | |
| Email: | [email protected] | |
Address:
This 8% Convertible Promissory Note of May 26, 2026, is accepted as of the date first written above by
| INVESTOR (EQUORIX, LLC) | ||
| By: | /s/ Shih Suey Pai | |
| Shih Suey Pai | ||
| Managing Partner | ||
| 11 |
EXHIBIT A
FORM OF CONVERSION NOTICE
To be executed by the Holder in order to convert all or part of that certain 8% Convertible Promissory Note identified as the Note¹
DATE:
FROM: INVESTOR [or current Holder] (the “Holder”)
Re: 8% Convertible Promissory Note (this “Note”) originally issued by Hallmark Venture Group, Inc. to INVESTOR on May 26, 2026
The undersigned on behalf of the Holder, hereby elects to convert $_______________________ of the aggregate outstanding Principal Amount indicated below of this Note into shares of Common Stock as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any. The undersigned represents as of the date hereof that, after giving effect to the conversion of this Note pursuant to this Conversion Notice, the Holder will not beneficially own more than 9.99% of the total outstanding shares of the Company.
Date to Effect Conversion:
Aggregate Principal Amount of Note Being Converted:
Aggregate Interest/Fees Being Converted:
Remaining Principal Balance:
Number of Shares of Common Stock to be Issued:
Applicable Conversion Price:
| INVESTOR | ||
| By: | ||
| Name: | ||
| Title: | ||
¹ All capitalized terms not herein defined shall have the meaning ascribed to them in the Note.
| 12 |
EXHIBIT B
WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF
Hallmark Venture Group, Inc.
The undersigned, being directors of Hallmark Venture Group, Inc., a Florida corporation (the “Company”), acting pursuant to the Bylaws of the Corporation, do hereby consent to, approve and adopt the following preamble and resolutions:
Convertible Note with INVESTOR
The board of directors of the Company has reviewed and authorized the following documents relating to the issuance of the 8% Convertible Promissory Note to INVESTOR.
The documents agreed to and dated May 26, 2026 are as follows:
8% Convertible Promissory Note of the Company
Notarized Certificate of Corporate Secretary
Company Capitalization Table
Schedule 1 – Use of Proceeds
The board of directors further agree to authorize and approve the issuance of shares to the Holder at Conversion prices that are below the Company’s then current par value.
IN WITNESS WHEREOF, the undersign member(s) of the board of the Company executed this unanimous written consent as of May 26, 2026.
| By: | Paul Strickland | |
| Its: | Director | |
| 13 |
EXHIBIT C
NOTARIZED CERTIFICATE OF CORPORATE SECRETARY OF
Hallmark Venture Group, Inc.
(Two Pages)
The undersigned, Paul Strickland am the duly appointed Corporate Secretary of Hallmark Venture Group, Inc., a Florida corporation (the “Company”).
I hereby warrant and represent that I have undertaken a complete and thorough review of the Company’s corporate and financial books and records, including, but not limited to, the Company’s records relating to the following:
| (A) | The issuance of that certain 8% Convertible Promissory Note dated May 26, 2026 (the “Note Issuance Date”) issued to INVESTOR (with any assignees or successors in interest, the “Holder”) in the stated original principal amount of $100,000.00 (the “Note”); | |
| (B) | The Company’s Board of Directors duly approved the issuance of the Note to the Holder; | |
| (C) | The Company has not received and does not contemplate receiving any new consideration from any persons in connection with any later conversion of the Note and the issuance of the Company’s Common Stock upon any said conversion; |
(D) (E) Mark the appropriate selection:
___ The Company represents that it is not a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, and has never been a shell company, as so defined; or
X The Company represents that (i) it was a “shell company,” as that term is defined in Section 12b-2 of the Securities Exchange Act of 1934, as amended, (ii) since SEPTEMBER 27, 2024, it has no longer been a shell company, as so defined, and (iii) on March 18, 2023, it provided Form 10-type information in a filing with the Securities and Exchange Commission.
| (F) | I understand the constraints imposed under Rule 144 on those persons who are or may be deemed to be “affiliates,” as that term is defined in Rule 144(a)(1) of the Securities Act of 1933, as amended. | |
| (G) | I understand that all of the representations set forth in this Certificate will be relied upon by counsel to the Holder in connection with the preparation of a legal opinion. |
I hereby affix my signature to this Notarized Certificate and hereby confirm the accuracy of the statements made herein.
| Signed: | Date: | |||
| Name: | Paul Strickland , Corporate Secretary |
SUBSCRIBED AND SWORN TO BEFORE ME ON THIS ________ DAY OF ____________________ 2025.
| Notary Public |
| 14 |
EXHIBIT D
COMPANY CAPITALIZATION TABLE AS OF May 26, 2026
COMMON STOCK AND COMMON STOCK EQUIVALENTS
ISSUED, OUTSTANDING AND RESERVED
| DESCRIPTION | AMOUNT | |||
| Authorized Common Stock | ||||
| Authorized Capital Stock | 0 | |||
| Authorized Common Stock | 0 | |||
| Issued Common Stock | 0 | |||
| Outstanding Common Stock | 0 | |||
| Treasury Stock | 0 | |||
| *Authorized, but unissued | 0 | |||
| Authorized Preferred Stock | 0 | |||
| Issued Preferred Stock | 0 | |||
| Reserved for Equity Incentive Plans | 0 | |||
| Reserved for Convertible Debt | 0 | |||
| Reserved for Options and Warrants | 0 | |||
| Reserved for Other Purposes | 0 | |||
| TOTAL COMMON STOCK AND COMMON STOCK EQUIVALENTS OUTSTANDING | 0 | |||
* This number includes all shares reserved for Convertible Debt
Note: If not applicable, enter “n/a” or “zero” in Column 2.
| 15 |
SCHEDULE 1
USE OF PROCEEDS
Pursuant to that certain 8% Convertible Promissory Note, the Company covenants that it has, as of the Effective Date of the Note, used the proceeds of the Note in the manner set forth below:
1. $3,650 - Auditor Payment (Initial Consideration)
2.
3.
| Hallmark Venture Group, Inc. | ||
| By: | ||
| Paul Strickland | ||
| Secretary | ||
| Dated: | May 26, 2026 | |
Subsequent Note Fundings:
| 16 |
Exhibit 10.1
CHANGE OF CONTROL AGREEMENT
dated as of
June 9, 2026
by and among
HALLMARK VENTURE GROUP, INC.
(to be renamed SDR Drone Inc.)
SELKIRK GLOBAL HOLDINGS, LLC
and PAUL STRICKLAND
(Transferor)
EQUORIX LLC
(Transferee)
CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”) is entered into as of the date last written below (the “Effective Date”), by and among: HALLMARK VENTURE GROUP, INC. (to be renamed SDR DRONE INC.), a Florida corporation (the “Company” or “HLLK”); SELKIRK GLOBAL HOLDINGS, LLC, the record holder of all 100,000 issued and outstanding shares of the Company’s Series A Preferred Stock (the “Series A Shares”); PAUL STRICKLAND, in his individual capacity (Selkirk Global Holdings, LLC and Paul Strickland together, the “Transferor”); and EQUORIX LLC, a limited liability company with its principal office at 1270 Avenue of the Americas, 7th Floor, Rockefeller Center, New York, NY 10020 (the “Transferee” or “EQUORIX”). The Company, Transferor, and Transferee are each referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Transferor presently controls the Company by virtue of its ownership of 100,000 issued and outstanding Series A Preferred Shares, which carry super-voting rights (100,000 votes per share) and are convertible into common stock of the Company at a ratio of 1:900;
WHEREAS, the Company has 63,994,148 shares of common stock issued and outstanding, of which 50,000,000 shares (the “Acquisition Shares”) have been duly authorized and reserved as merger consideration for the incoming control party;
WHEREAS, Transferor and Transferee have agreed that the consideration for the change of control of the Company, including the transfer of the Series A Shares and the issuance of the Acquisition Shares to Transferee, shall be the execution and delivery, by Cho Soon-sik (in his individual capacity), Sundori Drone Co., Ltd., and the Company (to be renamed SDR Drone Inc.), of an Intellectual Property Transfer and Technology Assignment Agreement (Execution Version, Version 6 — Integrated Global IP Deal) (the “IP Transfer Agreement”), the form of which has been agreed by the Parties as of the Effective Date;
WHEREAS, upon the execution and delivery of the IP Transfer Agreement by Cho Soon-sik (in his individual capacity), Sundori Drone Co., Ltd., and the Company (to be renamed SDR Drone Inc.), Transferee shall be deemed to have fully and finally satisfied its obligation to deliver the consideration required for the change of control contemplated hereby;
WHEREAS, Transferor wishes to transfer voting and economic control of the Company to Transferee on the terms set forth herein, and Transferee wishes to acquire such control;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
As used in this Agreement, the following capitalized terms shall have the meanings set forth below. Other defined terms appear inline elsewhere in this Agreement.
1.1 “Acquisition Shares” means the 50,000,000 shares of common stock of the Company duly authorized and reserved as merger consideration, which shall be issued to Transferee at Closing as set forth in Article 2.
1.2 “Closing” means the consummation of the transactions contemplated by this Agreement, occurring upon the execution and delivery of the IP Transfer Agreement as set forth in Article 3.
1.3 “Closing Date” means the date on which the Closing occurs.
1.4 “Company Books and Records” means the corporate books, records, ledgers, and registers of the Company, including the stockholder ledger, share register, and minute books, all as maintained by the Company or its transfer agent.
1.5 “IP Transfer Agreement” has the meaning set forth in the Recitals (i.e., the Intellectual Property Transfer and Technology Assignment Agreement, Execution Version, Version 6 — Integrated Global IP Deal, by and among Cho Soon-sik, Sundori Drone Co., Ltd., and the Company); for the avoidance of doubt, “execution and delivery” of the IP Transfer Agreement means the signing and delivery of the agreement by each of (a) Cho Soon-sik (in his individual capacity), (b) Sundori Drone Co., Ltd., and
(c) the Company (to be renamed SDR Drone Inc.), regardless of whether the closing thereunder has occurred.
1.6 “Material Adverse Change” or “MAC” means any event, change, occurrence, or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, financial condition, results of operations, assets, liabilities, SEC-reporting status, OTC Markets compliance status, or capital structure of the Company taken as a whole, or to the Transferor’s ability to consummate the transactions contemplated by this Agreement. For the avoidance of doubt, “MAC” shall be interpreted broadly in favor of Transferee.
1.7 “Series A Shares” means the 100,000 issued and outstanding shares of Series A Preferred Stock of the Company, all of which are presently held of record by Selkirk Global Holdings, LLC and which shall be transferred to Transferee at Closing.
1.8 “Transfer Agent” means Liberty Stock Transfer, Inc., or such successor transfer agent as the Company may designate from time to time.
ARTICLE 2
CONSIDERATION FOR CHANGE OF CONTROL
Section 2.1. Consideration; Full and Final Satisfaction.
In exchange for the transfer of the Series A Shares and the issuance of the Acquisition Shares to Transferee at Closing, Transferee shall, on or before the Closing Date, cause the IP Transfer Agreement to be duly executed and delivered by Cho Soon-sik (in his individual capacity), Sundori Drone Co., Ltd., and the Company (to be renamed SDR Drone Inc.). The execution and delivery of the IP Transfer Agreement (i.e., the signing and delivery of the agreement by each such party) shall constitute the full and final satisfaction of Transferee’s obligation to deliver consideration for the change of control contemplated hereby. For the avoidance of doubt, the subsequent closing of the IP Transfer Agreement is a separate matter governed solely by the terms of the IP Transfer Agreement, and Transferee shall have no continuing obligation hereunder beyond procurement of execution and delivery of the IP Transfer Agreement.
Section 2.2. Sole Recipient.
All Acquisition Shares and Series A Shares shall be delivered to Transferee in its own name (or, at Transferee’s election communicated in writing to the Transfer Agent prior to Closing, to any wholly-owned affiliate of Transferee). The Parties acknowledge and agree that Transferor has no interest in, and no responsibility for, the manner in which Transferee may subsequently allocate, distribute, or otherwise dispose of the Series A Shares, the Acquisition Shares, or any economic interest therein following Closing. Any allocation or distribution of such shares by Transferee, whether to founders, employees, advisors, sponsors, or any other person, is a separate matter outside the scope of this Agreement.
Section 2.3. No Cash; No Other Consideration.
Other than as set forth in Section 2.1, no cash, securities, or other consideration shall be paid by Transferee to Transferor, the Company, or any other person in connection with the change of control contemplated hereby.
ARTICLE 3
CLOSING
Section 3.1. Closing Date.
Closing shall occur on the date that is the later of (i) the Effective Date and (ii) the date on which the IP Transfer Agreement is duly executed and delivered by each of Cho Soon-sik (in his individual capacity), Sundori Drone Co., Ltd., and the Company (to be renamed SDR Drone Inc.). The Parties shall use their respective commercially reasonable efforts to cause the IP Transfer Agreement to be executed and delivered as soon as practicable following the Effective Date, and in no event later than thirty (30) days following the Effective Date (the “Outside Date”), subject to extension by mutual written agreement.
Section 3.2. Transferor Deliverables at Closing.
At Closing, Transferor shall deliver, or cause to be delivered, to Transferee:
(a) a duly executed stock power and assignment, in form reasonably satisfactory to Transferee, transferring all of the Series A Shares to Transferee, free and clear of all liens, encumbrances, restrictions, voting agreements, and rights of third parties, together with any required medallion guarantee and other transfer documentation required by the Transfer Agent;
(b) duly adopted resolutions of the board of directors of the Company authorizing (i) the issuance of the Acquisition Shares to Transferee in the manner specified by Transferee under Section 2.3, (ii) the change of the registered corporate name of the Company from “Hallmark Venture Group, Inc.” to “SDR Drone Inc.” (or such alternative name as Transferee shall designate in writing), and (iii) any related amendments to the Articles of Incorporation, Bylaws, and other governing documents of the Company necessary to give effect to the foregoing;
(c) a written certification from Transferor confirming, as of the Closing Date, the continuing accuracy in all material respects of each representation and warranty of Transferor and the Company set forth in
Article 4 (the “Bring-Down Certificate”);
(d) originals of the corporate books and records of the Company, the Company’s Transfer Agent instruction records, the Company’s seal (if any), and all other corporate property under the control of Transferor;
(e) copies of all filings, consents, and authorizations required for Closing under applicable federal and Florida state law, including SEC Form 8-K filing template for the change of control; and
(f) such other documents and instruments as Transferee may reasonably request to give effect to the transactions contemplated hereby.
Section 3.3. Transferee Deliverables at Closing.
At Closing, Transferee shall deliver, or cause to be delivered:
(a) a fully executed counterpart of the IP Transfer Agreement, signed by Cho Soon-sik (in his individual capacity), Sundori Drone Co., Ltd., and the Company (acting under its post-Closing control and name);
(b) the names and identifying information of Transferee’s nominees to be appointed to the board of directors of the Company effective at Closing, together with customary director and officer questionnaires and consents to serve;
(c) written instructions, addressed to the Transfer Agent, regarding the registration of the Acquisition Shares and the Series A Shares in Transferee’s name (or in the name of Transferee’s designated affiliate per Section 2.3); and
(d) such other documents and instruments as Transferor may reasonably request to give effect to the transactions contemplated hereby.
Section 3.4. Simultaneity.
All deliverables under Sections 3.2 and 3.3 shall be exchanged simultaneously at Closing, and no Party shall be required to make any delivery unless the deliverables of the other Parties are also made (or any failure to make such deliverables is expressly waived by Transferee). For all purposes, the Closing is deemed to occur at a single instant in time.
Section 3.5. Post-Closing Filings.
Promptly following Closing, the Company (under its new control and, where applicable, new name) shall (a) file a Form 8-K with the U.S. Securities and Exchange Commission disclosing the change of control under Items 1.01, 2.01, 5.01, 5.02, 5.06, and 9.01 (the “Super 8-K”), in form prepared by Transferee’s counsel; (b) file articles of amendment with the Florida Department of State effecting the name change to “SDR Drone Inc.”; (c) update OTC Markets Group reporting tier as appropriate; and (d) update the Company’s books and records to reflect the change of control.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF HLLK AND TRANSFEROR
HLLK and Transferor, jointly and severally, hereby represent and warrant to Transferee, as of the Effective Date and (as confirmed by the Bring-Down Certificate) as of the Closing Date, as follows:
Section 4.1. Authority; Due Execution.
Each of HLLK and Transferor has full corporate and individual authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, member, and individual action. This Agreement constitutes the valid and legally binding obligation of HLLK and Transferor, enforceable against each of them in accordance with its terms.
Section 4.2. Title to Series A Shares.
Selkirk Global Holdings, LLC has good, valid, and marketable title to all 100,000 of the Series A Shares, free and clear of all liens, encumbrances, security interests, pledges, options, rights of first refusal, voting
agreements, transfer restrictions, and rights of third parties. Upon delivery of the Series A Shares at Closing, Transferee will acquire good, valid, and marketable title thereto, free and clear of all such interests.
Section 4.3. Capitalization.
The capitalization of the Company is as represented on the Hallmark Venture Group, Inc. Public Vehicle Tear Sheet dated May 10, 2026, attached as Schedule A hereto. As of the Effective Date: (a) 63,994,148 shares of common stock and 100,000 shares of Series A Preferred Stock are issued and outstanding; (b) no securities have been issued in violation of pre-emptive, anti-dilution, or similar rights; (c) there are no outstanding options, warrants, convertible securities, or similar rights to acquire equity of the Company, other than (i) the 50,000,000 Acquisition Shares being issued to Transferee, (ii) the 3(a)(10) reserve and the Nicosel convertible note disclosed on the Tear Sheet, and (iii) the conversion right of the Series A Shares being delivered hereunder; (d) all issued and outstanding shares are duly authorized, validly issued, fully paid, and non-assessable.
Section 4.4. Clean Shell Status.
The Company is a Rule 12b-2 shell company as defined under the Securities Exchange Act of 1934. The Company has no operating business or operating segment, no employees other than its sole officer, no subsidiaries, no real or personal property other than nominal corporate records and de minimis cash, no leases, no inventory, no customers, no operating contracts, and no material undisclosed liabilities. Specifically, except as expressly disclosed on Schedule B hereto (the “Disclosure Schedule”), the Company has no liabilities (whether known, unknown, contingent, accrued, fixed, or otherwise) other than (i) the Nicosel convertible note in the net amount of approximately $36,131, (ii) ordinary-course SEC and audit fees consistent with the FY2025 audited financial statements, and (iii) the 3(a)(10) reserve obligation as disclosed.
Section 4.5. SEC Reporting Status.
The Company is current in all material respects in its SEC reporting obligations, including the timely filing of all required Forms 10-K, 10-Q, and 8-K. The Company’s Form 10-K for the fiscal year ended December 31, 2025 has been duly filed and audited by a PCAOB-registered firm. The Company’s common stock is DTC-eligible and trades on the OTC Pink (Current Information) tier. The Company has received no comment letters, deficiency notices, or stop orders from the SEC, FINRA, OTC Markets, or any state securities regulator that have not been fully resolved.
Section 4.6. No Litigation.
There are no actions, suits, claims, arbitrations, investigations, audits, or proceedings pending or, to the knowledge of HLLK or Transferor, threatened against the Company, Transferor, or any of their respective directors, officers, members, or representatives in their capacities as such, that, if adversely determined, would reasonably be expected to result in any material liability to the Company, prevent or delay the consummation of the transactions contemplated hereby, or materially affect the value or transferability of the Series A Shares or the Acquisition Shares.
Section 4.7. Compliance; No Violation.
The execution and performance of this Agreement and the consummation of the transactions contemplated hereby (a) do not and will not conflict with, violate, or constitute a default under the Company’s Articles of Incorporation, Bylaws, or other organizational documents, any contract or agreement to which the Company or Transferor is a party, or any applicable law, rule, or regulation; (b) do not require any consent, approval, or filing with any governmental authority, other than the routine SEC and Florida filings contemplated by
Section 3.5; and (c) do not give rise to any termination right, lien, or encumbrance under any contract or
agreement.
Section 4.8. Taxes.
The Company has timely filed all material tax returns required to be filed and has timely paid all material taxes shown thereon. There is no pending or threatened tax audit, examination, or assessment against the Company. The Company has no tax sharing agreements, tax indemnification arrangements, or similar obligations to any third party. The Company has not been a member of any consolidated, combined, or unitary group with any person other than as required by applicable law.
Section 4.9. No Brokers.
Neither HLLK nor Transferor has engaged any broker, finder, or financial advisor in connection with the transactions contemplated hereby, and no broker, finder, or financial advisor is entitled to any fee or commission in connection herewith for which Transferee could become liable.
Section 4.10. Full Disclosure.
No representation or warranty of HLLK or Transferor in this Agreement, when read together with the Disclosure Schedule, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements herein, in light of the circumstances under which they were made, not misleading. HLLK and Transferor have made available to Transferee all material books, records, and information of the Company reasonably requested by Transferee.
ARTICLE 5
REPRESENTATIONS OF TRANSFEREE
Transferee represents and warrants to HLLK and Transferor, as of the Effective Date and as of the Closing Date, as follows:
Section 5.1. Authority.
Transferee has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action of Transferee.
Section 5.2. No Conflicts.
The execution and performance of this Agreement by Transferee does not violate any agreement to which Transferee is a party or any applicable law. The Parties acknowledge that the consideration delivered by Transferee under this Agreement consists of procurement of the execution and delivery of the IP Transfer Agreement; Transferee makes no representation or warranty of any kind with respect to (a) the eventual closing of the IP Transfer Agreement (which is subject to separate conditions therein), (b) the receipt of any Korean Governmental Approval, (c) the operational, financial, capital-raising, or commercial performance of HLLK following Closing, or (d) any allocation, distribution, or other disposition by Transferee of the Series A Shares or the Acquisition Shares following Closing.
Section 5.3. Investment Representations.
Transferee is acquiring the Series A Shares and the Acquisition Shares for its own account (or for the account of one or more of its affiliates designated under Section 2.3) and not with a view to, or for sale in connection with, the public distribution thereof in violation of the Securities Act of 1933. Transferee acknowledges that the Series A Shares and Acquisition Shares are “restricted securities” under Rule 144 and may not be resold absent registration or exemption from registration.
ARTICLE 6
PRE-CLOSING COVENANTS
Section 6.1. Conduct of the Company.
From the Effective Date until Closing (or earlier termination of this Agreement), HLLK and Transferor shall cause the Company to (a) maintain its existence in good standing in Florida; (b) maintain its SEC-reporting status and OTC Pink (Current Information) tier; (c) maintain its relationships with the Transfer Agent and its PCAOB auditor; (d) maintain its bank account in active status; (e) timely file all required SEC reports; and
(f) not undertake any of the following actions without Transferee’s prior written consent (which may be withheld in Transferee’s sole discretion):
(i) issue, sell, pledge, or otherwise transfer any equity securities of the Company, or amend the terms of any outstanding equity securities;
(ii) amend the Articles of Incorporation, Bylaws, or other organizational documents of the Company;
(iii) incur any indebtedness, guaranty, or other liability or obligation other than ordinary-course SEC and audit expenses consistent with historical practice;
(iv) enter into any contract, agreement, lease, or commitment other than this Agreement and the related transaction documents;
(v) dispose of, encumber, or grant any rights over any assets, properties, or rights of the Company;
(vi) declare, set aside, or pay any dividend or other distribution in respect of any equity securities;
(vii) commence, settle, or compromise any litigation, claim, or proceeding;
(viii) take any action that would reasonably be expected to result in a Material Adverse Change or in any representation or warranty in Article 4 ceasing to be true and correct in all material respects; or
(ix) take any action inconsistent with the prompt and orderly consummation of the transactions contemplated by this Agreement.
Section 6.2. No Shop / Exclusivity.
From the Effective Date until the earlier of (a) Closing, (b) the Outside Date, or (c) the termination of this Agreement in accordance with Article 8, HLLK and Transferor shall not, and shall cause their respective directors, officers, members, employees, agents, and advisors not to, directly or indirectly: (i) solicit, initiate, encourage, or knowingly facilitate any inquiry, proposal, or offer from any person other than Transferee with respect to any change of control of the Company, alternative reverse merger, asset acquisition, securities issuance, or similar transaction (each, an “Alternative Transaction”); (ii) enter into, continue, or participate in any discussions or negotiations with any person other than Transferee regarding any Alternative Transaction; (iii) provide any non-public information about the Company to any person other than Transferee or its representatives; or (iv) enter into any agreement, letter of intent, term sheet, or other arrangement with any person other than Transferee with respect to any Alternative Transaction. HLLK and Transferor shall promptly (and in any event within twenty-four (24) hours) notify Transferee in writing of any inquiry, proposal, or contact from any person regarding an Alternative Transaction, including the identity of the person, the terms proposed, and copies of any written materials received.
Section 6.3. Notice of Changes.
HLLK and Transferor shall promptly notify Transferee in writing upon becoming aware of (a) any breach of any representation, warranty, or covenant contained in this Agreement; (b) any Material Adverse Change;
(c) any inquiry, action, suit, claim, or investigation involving the Company or Transferor; (d) any notice from the SEC, FINRA, OTC Markets, or any state securities regulator; or (e) any other event that would reasonably be expected to result in any condition to Closing failing to be satisfied.
Section 6.4. Access and Information.
Upon reasonable notice and during normal business hours, HLLK and Transferor shall, and shall cause the Company to, provide Transferee and its representatives with full access to the Company’s books, records, financial information, contracts, and properties, and shall furnish such other information concerning the business, properties, and personnel of the Company as Transferee may from time to time reasonably request.
Section 6.5. Cooperation.
Each Party shall use its commercially reasonable efforts to cause the conditions to Closing under Article 3 to be satisfied as soon as practicable. The Parties shall cooperate in the preparation and filing of the post-Closing Super 8-K and any other regulatory filings.
Section 6.6. Confidentiality.
Each of HLLK and Transferor shall maintain in strict confidence all non-public information regarding Transferee, the IP Transfer Agreement, Sundori Drone Co., Ltd., and the broader transaction structure, and shall not disclose such information to any person other than HLLK’s and Transferor’s respective legal and financial advisors who have a need to know and who are bound by confidentiality obligations. The obligations of this Section shall survive termination or expiration of this Agreement indefinitely, except for information that becomes publicly available through no breach of this Section.
ARTICLE 7
INDEMNIFICATION
Section 7.1. Indemnification by Transferor.
From and after Closing, Transferor (jointly and severally as among Selkirk Global Holdings, LLC and Paul Strickland) shall indemnify, defend, and hold harmless Transferee, the Company (post-Closing), and each of their respective affiliates, directors, officers, employees, agents, and successors (collectively, the “Transferee Indemnitees”) from and against any and all losses, damages, liabilities, claims, demands, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of or relating to:
(a) any breach of, or inaccuracy in, any representation or warranty of HLLK or Transferor in this Agreement (including in the Bring-Down Certificate);
(b) any breach of, or non-performance of, any covenant or agreement of HLLK or Transferor in this Agreement;
(c) any liability or obligation of the Company existing at or before Closing, whether known or unknown, contingent or fixed, accrued or unaccrued, other than (i) liabilities expressly disclosed on the Disclosure Schedule and (ii) post-Closing obligations of the Company under the IP Transfer Agreement;
(d) any claim by any third party arising out of acts or omissions of the Company or Transferor occurring at or before Closing;
(e) any taxes attributable to any taxable period (or portion thereof) ending on or before the Closing Date;
(f) any claim by any holder of equity, debt, or other interest in the Company at or before Closing relating to the change of control or the issuance of the Acquisition Shares; and
(g) any breach of the no-shop or confidentiality obligations of Article 6.
Section 7.2. Indemnification by Transferee.
Transferee shall indemnify, defend, and hold harmless Transferor and its directors, officers, members, employees, agents, and successors from and against any Losses arising out of (a) any material breach of any representation, warranty, or covenant of Transferee in this Agreement, or (b) the conduct of the Company from and after Closing (other than to the extent attributable to a Transferor breach).
Section 7.3. Survival; Limitations.
(a) Survival. All representations and warranties shall survive Closing for a period of two (2) years; provided that (i) the representations in Sections 4.1 (Authority), 4.2 (Title to Series A Shares), 4.3 (Capitalization), 4.4 (Clean Shell Status), 4.8 (Taxes), and 4.10 (Full Disclosure) (the “Fundamental Representations”) shall survive until the expiration of the applicable statute of limitations plus sixty
(60) days, and (ii) covenants and indemnification obligations shall survive in accordance with their terms.
(b) Transferee Cap. The aggregate liability of Transferee under Section 7.2 shall not exceed twenty-five thousand U.S. dollars (US$25,000), except in the case of Transferee’s fraud or willful misconduct.
(c) Transferor Cap. The aggregate liability of Transferor under Section 7.1 shall be uncapped with respect to breaches of Fundamental Representations, fraud, and willful misconduct; with respect to all other breaches, the aggregate liability of Transferor shall be capped at the fair market value of the consideration received by Transferor and its affiliates in connection with the transactions contemplated hereby and the related transaction documents.
(d) No Basket for Transferor. Transferor shall be liable for the first dollar of Losses arising out of any breach of a Fundamental Representation; no “deductible,” “basket,” or “threshold” shall apply in favor of Transferor.
(e) Sole Recourse. From and after Closing, the indemnification provisions of this Article 7 (together with the right to specific performance and injunctive relief under Section 9.5) shall be the sole and exclusive remedy of the Parties for Losses arising under or in connection with this Agreement, except in the case of fraud or willful misconduct.
ARTICLE 8
TERMINATION
Section 8.1. Termination by Transferee.
Transferee may terminate this Agreement at any time prior to Closing by written notice to Transferor in any of the following circumstances:
(a) any breach of any representation, warranty, or covenant of HLLK or Transferor that is not cured within ten (10) business days after written notice from Transferee (or such longer period as Transferee may, in its sole discretion, elect to allow);
(b) any Material Adverse Change occurring after the Effective Date;
(c) the failure of Closing to occur by the Outside Date (unless extended in writing by the Parties);
(d) any breach by HLLK or Transferor of the no-shop or exclusivity obligations of Section 6.2;
(e) any pending or threatened legal action that materially restricts or prohibits the transactions contemplated hereby; or
(f) for any reason, in Transferee’s sole and absolute discretion, at any time prior to the date that is thirty (30) days following the Effective Date (the “Transferee Free Walk Period”).
Section 8.2. Termination by Transferor.
Transferor may terminate this Agreement only if Transferee fails to procure the execution and delivery of the IP Transfer Agreement by the Outside Date, and such failure has not been cured within thirty (30) days after written notice from Transferor. No other termination right is available to Transferor.
Section 8.3. Termination by Mutual Agreement.
This Agreement may be terminated at any time by mutual written agreement of all Parties.
Section 8.4. Effect of Termination.
Upon any termination of this Agreement prior to Closing: (a) this Agreement shall be of no further force or effect, except that the obligations of Section 6.6 (Confidentiality), Article 7 (Indemnification, to the extent of accrued claims), Article 9 (Miscellaneous), and this Section 8.4 shall survive; and (b) if termination is by Transferee under Section 8.1(a), (b), or (d) (i.e., for Transferor breach), Transferor shall pay to Transferee, within thirty (30) days of termination, all reasonable and documented out-of-pocket costs and expenses incurred by Transferee in connection with this Agreement and the related transaction documents, including legal, accounting, and due-diligence fees; and (c) if termination is by Transferee under Section 8.1(f) (Transferee Free Walk), no expense reimbursement shall be due.
Section 8.5. No Liability Beyond Section 8.4.
Termination of this Agreement under Section 8.1 (other than 8.1(a), (b), or (d)) or Section 8.3 shall not give rise to any liability of any Party to any other Party, except for accrued claims under Article 7 and obligations expressly surviving termination.
ARTICLE 9
MISCELLANEOUS
Section 9.1. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. The Parties acknowledge that the Company is a Florida corporation and that the matters covered hereby implicate Florida corporate law.
Section 9.2. Dispute Resolution.
Any dispute arising out of or relating to this Agreement that the Parties are unable to resolve through good-faith negotiation within thirty (30) days shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules. The seat of arbitration shall be Las Vegas, Nevada (or such other U.S. seat as the Parties mutually agree), the language of arbitration shall be English, and the tribunal shall consist of three arbitrators. Notwithstanding the foregoing, Transferee may seek injunctive relief and specific performance in any court of competent jurisdiction without first proceeding to arbitration.
Section 9.3. Notices.
All notices shall be in writing and delivered by hand, internationally-recognized courier, or email (with confirmation of transmission), addressed as follows (or to such other address as a Party may designate by
notice given as provided herein): If to HLLK or Transferor: Hallmark Venture Group, Inc., 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144, United States of America, Attention: Paul Strickland, Email: [email protected]. If to Transferee: Equorix LLC, 1270 Avenue of the Americas, 7th Floor, Rockefeller Center, New York, NY 10020, Attention: Sam Pai, Managing Partner, Email: [email protected].
Section 9.4. Assignment.
Transferor may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Transferee. Transferee may freely assign this Agreement, in whole or in part, to any affiliate of Transferee, any successor in interest, or any designee, in each case without the consent of Transferor.
Section 9.5. Specific Performance.
The Parties agree that monetary damages alone would not be an adequate remedy for any breach of this Agreement by HLLK or Transferor. Transferee shall be entitled to obtain specific performance, injunctive relief, and other equitable remedies to enforce the obligations of HLLK and Transferor under this Agreement, without the need to post a bond or other security, in addition to any other remedies available at law or in equity. The Parties expressly waive any defense that monetary damages would be an adequate remedy.
Section 9.6. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to confer upon any other person any legal or equitable right, benefit, or remedy of any nature.
Section 9.7. Entire Agreement; Amendment.
This Agreement, together with the Disclosure Schedule and the related transaction documents (including the IP Transfer Agreement upon its execution), constitutes the entire agreement among the Parties with respect to the change of control of the Company, and supersedes all prior agreements, term sheets, drafts, and understandings, including any prior draft Change of Control Agreement, Escrow Agreement, or related documents previously circulated among the Parties. This Agreement may be amended only by a written instrument signed by all Parties.
Section 9.8. Counterparts; Electronic Signatures.
This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (DocuSign or equivalent) shall be deemed original signatures.
Section 9.9. Severability; Waiver; Headings.
If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver shall be effective unless in writing and signed by the waiving Party. Headings are for convenience only and shall not affect interpretation.
Section 9.10. Securities Law Compliance.
The Parties acknowledge that the transactions contemplated hereby are subject to U.S. federal and state securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. The Parties
shall cooperate in the preparation and timely filing of all required SEC reports, including the Super 8-K. No press release or other public statement regarding this Agreement or the transactions contemplated hereby shall be issued by any Party without the prior written consent of Transferee, except as required by applicable law (in which case the disclosing Party shall provide the other Parties with a reasonable opportunity to review and comment on the proposed disclosure prior to issuance).
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Change of Control Agreement to be executed by their duly authorized representatives as of the Effective Date.
| THE COMPANY: | ||
| HALLMARK VENTURE GROUP, INC. (to be renamed SDR Drone Inc.) | ||
| By: | ||
| Name: | Paul Strickland | |
| Title: | Sole Director & CEO | |
| Date: | June 9, 2026 | |
| TRANSFEROR: | ||
| SELKIRK GLOBAL HOLDINGS, LLC | ||
| By: | ||
| Name: | Paul Strickland | |
| Title: | Managing Member | |
| Date: | June 9, 2026 | |
| TRANSFEROR (Individually): | ||
| PAUL STRICKLAND | ||
| TRANSFEREE: | ||
| EQUORIX LLC | ||
| Signature: _______________________________________ | ||
| Paul Strickland, Individually | ||
| Date: | June 9, 2026 | |
| By: | ||
| Name: | Shih Suey Pai | |
| Title: | Managing Partner | |
| Date: | June 9, 2026 | |
SCHEDULES
Schedule A — Hallmark Venture Group, Inc. Public Vehicle Tear Sheet Incorporated by reference. As of May 10, 2026, attached and made a part hereof. Schedule B — Disclosure Schedule The Disclosure Schedule sets forth all material liabilities, exceptions, and disclosures of the Company and Transferor with respect to the representations and warranties in Article 4. As of the Effective Date, the Disclosure Schedule shall include, at minimum:
(a) Nicosel convertible note (net carrying value approximately $36,131 as of December 31, 2025);
(b) 3(a)(10) reserve — 3,498,993 unconverted shares, subject to 9.9% beneficial-ownership cap;
(c) ordinary-course SEC and PCAOB audit fees consistent with FY2025 financial statements;
(d) transfer agent fees payable to Liberty Stock Transfer, Inc. in the ordinary course; and
(e) None additional disclosed as of the Effective Date (June 9, 2026).
Exhibit 10.2
EXECUTION VERSION
INTELLECTUAL PROPERTY
TRANSFER AND TECHNOLOGY ASSIGNMENT AGREEMENT
by and among
CHO SOON-SIK
SUNDORI DRONE CO., LTD.
(as Co-Assignors)
and
HALLMARK VENTURE GROUP, INC.
(to be renamed SDR Drone Inc., as Assignee)
Version 6 — Integrated Global IP Deal
Worldwide Trade Secrets · Korean Patents · Freedom-to-Practice · Foreign Filing Rights · Officer-Inventor
Covenant
Dated as of June 9, 2026
This INTELLECTUAL PROPERTY TRANSFER AND TECHNOLOGY ASSIGNMENT
AGREEMENT (this “Agreement”) is made and entered into as of June 9,2026 (the “Effective
Date”), by and among:
(a) Cho Soon-sik, a Korean resident individual whose principal residence is at 947 Hanamdaero, Hanam-si, Gyeonggi-do, Republic of Korea (in his individual capacity, “Cho”);
(b) Sundori Drone Co., Ltd., a corporation duly organized and existing under the laws of the
Republic of Korea, with its registered office at 947 Hanam-daero, Hanam-si, Gyeonggido, Republic of Korea (“Sundori Korea”, and together with Cho, the “Assignors”); and
(c) Hallmark Venture Group, Inc. (to be renamed SDR Drone Inc.), a corporation duly
organized and existing under the laws of the State of Florida, United States of America,
with its principal office at 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144
(the “Assignee”, and together with the Assignors, the “Parties”).
RECITALS
WHEREAS, Cho is the inventor of, and the registered patentee under, the twelve (12) Korean patents identified in Schedule A, Part 1 (collectively, the “Korean Patents”), each of which has been filed and registered in the name of Cho in his individual capacity with the Korean Intellectual Property Office (“KIPO”);
WHEREAS, Cho is the founder, principal shareholder, and Chief Executive Officer of Sundori Korea, and Sundori Korea is the operating company that has developed, refined, and commercialized the drone technologies based upon, derived from, and embodying the inventions disclosed in the Korean Patents and additional related developments;
WHEREAS, Sundori Korea has developed and possesses, in connection with its drone manufacturing and commercialization operations, a substantial body of trade secrets, knowhow, manufacturing process documentation, bill-of-materials and supplier qualification records, software and firmware source code, AI and machine-learning models (including weights and training data), technical documentation, manuals, test fixtures and procedures, designs, and other proprietary information (collectively, the “Technology”), which Technology, while overlapping in part with the inventions disclosed in the Korean Patents, also includes substantial proprietary content not disclosed in the Korean Patents and which provides Sundori Korea’s principal worldwide competitive advantage;
WHEREAS, Sundori Korea is the registered proprietor of certain Korean trademarks, including the registered marks “SDR,” “Sundori,” “SDR Drone,” “Sundori Drone,” and the Korean-character mark “순돌이드론” (collectively, the “Sundori Marks”);
WHEREAS, simultaneously herewith, the Assignee is undergoing a change of control transaction whereby its outstanding Series A Preferred Stock and an issuance of 50,000,000 shares of common stock are being acquired by EQUORIX LLC (“EQUORIX”) pursuant to a Change of Control Agreement (Amended and Restated) of even date among Selkirk Global Holdings, LLC, Paul Strickland, the Assignee, and EQUORIX (the “CoC Agreement”), in connection with which the Assignee will be re-branded as SDR Drone Inc. for the purpose of holding, developing, and globally commercializing the Technology and the Korean Patents through a network of foreign joint-venture manufacturing entities and through the resources of the U.S. public capital markets;
WHEREAS, the Assignors wish to assign and transfer to the Assignee, and the Assignee wishes to acquire, all of the Assignors’ right, title, and interest in and to the Technology and the Korean Patents (excluding the Sundori Marks, which shall be retained by Sundori Korea and licensed to the Assignee on a perpetual worldwide basis as set forth in Section 2.4), on the terms set forth herein;
WHEREAS, the Parties expressly acknowledge that (i) the Korean Patents have been published in the Korean Patent Gazette, and accordingly the inventions disclosed therein have entered the public domain in all jurisdictions outside the Republic of Korea where corresponding foreign patent protection has not been obtained, (ii) the twelve-month Paris Convention priority deadlines under Article 4 of the Paris Convention for the Protection of Industrial Property and the corresponding PCT national-phase deadlines have expired with respect to the Korean Patents identified in Schedule A, Part 1 (other than those, if any, expressly identified in Schedule A.1 as remaining within priority), and (iii) accordingly, the principal worldwide commercial value of the Subject IP being transferred hereunder resides in (A) the Technology (including non-disclosed trade secrets, know-how, software, AI/ML models, manufacturing process, and other proprietary content), (B) the Assignee’s worldwide freedom to practice the publicly-disclosed inventions, (C) Cho’s continuing inventorship as an officer of the Assignee under Section 3.1, and (D) the Assignee’s right to file new foreign patent applications on improvements, variants, and new inventions under Section 2.6;
WHEREAS, the Parties intend that, in consideration for the assignment of the Subject IP, the Assignee shall undertake the strategic, operational, and capital-formation covenants set forth in Article 3, including, without limitation, the engagement of Cho as an officer of the Assignee to ensure the continuity of inventive activity and the worldwide patenting of improvements; and
WHEREAS, the Parties further acknowledge that, with respect to certain components of the Subject IP, an outright assignment to a foreign assignee may be restricted, conditioned, delayed, or prohibited by reason of Korean statutory, regulatory, or contractual restrictions (each, a “Transfer Restriction”), in which case the affected components shall be the subject of a Fallback License as set forth in Section 2.7.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms used in this Agreement shall have the meanings set forth below or elsewhere in this Agreement:
1.1 “Assignee”. means Hallmark Venture Group, Inc., a Florida corporation, to be renamed SDR Drone Inc. upon Closing.
1.2 “Assignors”.
means, collectively, Cho and Sundori Korea, each in their respective capacities as set forth on the cover page hereof.
1.3 “Closing Date”. has the meaning set forth in Section 4.1.
1.4 “Foreign Improvement Patent”. means any patent, patent application, design registration, utility model, or other registered industrial property right filed in any jurisdiction outside the Republic of Korea, in the name of the Assignee or its designee, on any improvement, variant, modification, derivative, or new invention that (a) is derived from, based upon, or related to the Technology or the inventions disclosed in the Korean Patents, and (b) is sufficiently novel and non-obvious over the published Korean Patents to qualify for patent protection in such jurisdiction.
1.5 “Global IP Assets”. means the Technology, the right to file Foreign Improvement Patents, the Causes of Action set forth in Section 2.2, and all other components of the Subject IP that, by their nature, are not territorially limited to the Republic of Korea, in each case as further described in Sections 2.1, 2.2, and 2.6.
1.6 “Korean Patents”. means the twelve (12) Korean patents identified in Schedule A, Part 1, together with the corresponding Korean Industrial Designs (Schedule A, Part 2) and Korean Utility Models (Schedule A, Part 5), in each case as registered with KIPO in the name of Cho.
1.7 “Korean Territorial Rights”. means the Korean Patents, Korean Industrial Designs, Korean Utility Models, and Korean Flight Licenses (to the extent transferable in license form under Korean aviation regulations), in each case enforceable solely within the territory of the Republic of Korea.
1.8 “Korea Territory”. means the territory of the Republic of Korea, including its territorial waters and airspace as defined under Korean law.
1.9 “License Back”. means the Exclusive License Back Agreement of even date herewith between the Assignee and Sundori Korea, granting Sundori Korea a Korea-territory exclusive license under the Subject IP for the purpose of Sundori Korea’s continuing Korean domestic operations.
1.10 “Restricted Item”. has the meaning set forth in Section 2.7(a).
1.11 “Subject IP”. means, collectively, (a) the Korean Patents and other Korean Territorial Rights, (b) the Technology, (c) the right to file Foreign Improvement Patents, and (d) the Sundori Marks (in respect of the perpetual worldwide license thereof under Section 2.4), in each case as further described in Schedule A.
1.12 “Sundori Marks”. means the Korean registered trademarks and associated marks covering the brand families “SDR,” “Sundori,” “SDR Drone,” “Sundori Drone,” and the Korean-character mark “순돌이드론,” together with all goodwill associated therewith and any foreign counterpart trademark registrations or applications now or hereafter filed in the name of Sundori Korea (including those filed by the Assignee on behalf of Sundori Korea under Section 2.4).
1.13 “Technology”. means, collectively, the trade secrets, know-how, manufacturing process and BOM documentation, supplier qualification records, software and firmware source code (including object code, binaries, and version-control history), AI and machine-learning models (including weights, architectures, and training data), technical documentation, operating and maintenance manuals, test fixtures and procedures, designs (whether or not registered), and other non-public proprietary information of the Assignors that relates to drone manufacturing and commercialization, whether or not such items overlap with the inventions disclosed in the Korean Patents, as more particularly described in Schedule A, Parts 3 and 6.
1.14 “Transfer Restriction”. has the meaning set forth in Section 2.7(a), being any Korean statutory, regulatory, or contractual restriction (including under the Defense Industry Technology Protection Act, the Industrial Technology Outflow Prevention and Protection Act, the Foreign Trade Act, or any administrative determination by the Korean Ministry of National Defense, the Defense Acquisition Program Administration, the Ministry of Trade, Industry and Energy, or KIPO) that prevents, conditions, materially delays, or prohibits the outright assignment of any component of the Subject IP.
ARTICLE 2
ASSIGNMENT AND LICENSE
2.1 Assignment of Global IP Assets (Worldwide). Effective on the Closing Date, each Assignor hereby sells, assigns, transfers, and conveys to the Assignee, its successors and assigns, on a worldwide basis, free and clear of all liens, encumbrances, security interests, and rights of third parties (other than the License Back, the perpetual worldwide license of the Sundori Marks under Section 2.4, and any government-mandated reservations), all of such Assignor’s right, title, and interest in and to the Global IP Assets, including without limitation:
(a) the Technology — all trade secrets, know-how, manufacturing process documentation, BOM and supplier qualification records, software and firmware (source code, object code, binaries, version-control history), AI and machine-learning models (weights, architectures, training data), technical documentation, manuals, test fixtures and procedures, designs (whether or not registered), and other non-public proprietary information described in Schedule A, Parts 3 and 6, in each case in any and all jurisdictions worldwide;
(b) all copyrights subsisting in any of the foregoing under the Berne Convention for the Protection of Literary and Artistic Works and the laws of any jurisdiction in which copyright protection is available, including all economic rights and moral rights to the maximum extent assignable;
(c) all causes of action and enforcement rights, whether currently pending, filed, or otherwise, for the past, current, and future infringement, misappropriation, or violation of any of the foregoing, including all rights to pursue damages, injunctive relief, and other remedies; and
(d) the right to file Foreign Improvement Patents pursuant to Section 2.6.
2.2 Assignment of Korean Territorial Rights. Effective on the Closing Date, Cho hereby sells, assigns, transfers, and conveys to the Assignee, its successors and assigns, free and clear of all liens and encumbrances (other than the License Back), all of Cho’s right, title, and interest in and to the Korean Territorial Rights, including the twelve (12) Korean Patents identified in Schedule A, Part 1, all Korean Industrial Designs identified in Schedule A, Part 2, and all Korean Utility Models identified in Schedule A, Part 5. The Parties expressly acknowledge that the Korean Territorial Rights confer exclusive rights enforceable solely within the Korea Territory and have no patent-enforcement effect in any other jurisdiction.
2.3 Korea-Territory License Back. Notwithstanding the assignment under Sections 2.1 and 2.2, the Subject IP is, in the Korea Territory, subject to the License Back, by which the Assignee grants to Sundori Korea an exclusive, royalty-free, perpetual license under the Subject IP within the Korea Territory, including the right to sublicense to Korean Governmental Authorities for procurement purposes. The License Back shall be filed for registration with KIPO as a 전용실시권 (exclusive license registration) pursuant to the Korean Patent Act Article 100 and equivalent provisions.
2.4 Sundori Marks — Retention and Perpetual Worldwide License. Notwithstanding anything herein to the contrary, ownership of the Sundori Marks shall be retained by Sundori Korea. In lieu of an assignment of the Sundori Marks, Sundori Korea hereby grants to the Assignee, effective on the Closing Date, a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable license to use the Sundori Marks in connection with the manufacture, marketing, distribution, sale, support, service, branding, and investor-relations activity of the Assignee and its Affiliates and joint ventures worldwide. Such license shall include the right to file and prosecute trademark applications in any jurisdiction outside the Republic of Korea (USPTO, EUIPO, JPO, CNIPA, and others), in each case in Sundori Korea’s name with Sundori Korea’s reasonable cooperation, with all such foreign applications and resulting registrations to be filed in Sundori Korea’s name with a perpetual license back to the Assignee on the terms set forth herein. The license granted in this Section 2.4 may not be terminated by Sundori Korea except in the event of a final, non-appealable judicial determination that the Assignee has, through willful and uncured material misconduct, caused substantial and irreparable damage to the goodwill associated with the Sundori Marks.
2.5 Worldwide Freedom-to-Practice; Covenant Not to Assert. acknowledge and agree that:
The Parties expressly
(a) the Korean Patents and Korean Territorial Rights confer territorial exclusive rights solely within the Republic of Korea and have no patent-enforcement effect in any other jurisdiction;
(b) by reason of the publication of the Korean Patents in the Korean Patent Gazette, the subject matter disclosed therein has entered the public domain in all jurisdictions outside the Republic of Korea where corresponding foreign patent protection has not been obtained and the Paris Convention or PCT priority deadlines have expired;
(c) accordingly, the Assignee is, and shall remain, free to make, have made, use, offer for sale, sell, import, export, distribute, sublicense, and otherwise commercially exploit the subject matter disclosed in the Korean Patents and any product, service, or technology embodying the same, throughout the world outside the Republic of Korea, without requirement of any license, consent, royalty, or further authorization from any Assignor or any successor, affiliate, licensee, or assignee thereof;
(d) each Assignor hereby irrevocably covenants and agrees not to assert, and to procure that no successor, affiliate, licensee, or assignee of such Assignor shall assert, any claim, right, or demand against the Assignee, its successors, affiliates, sublicensees, joint ventures, customers, or end-users, based on any Korean Patent, any Korean Territorial Right, or any other Korean intellectual-property right of such Assignor, in any jurisdiction outside the Republic of Korea; and
(e) the principal commercial value of the Subject IP outside the Republic of Korea derives from (i) the Technology assigned under Section 2.1, (ii) the worldwide freedom-to-practice and covenant-not-to-assert set forth in this Section 2.5, (iii) Cho’s continuing inventorship as an officer of the Assignee under Section 3.1, and (iv) the Assignee’s right to file Foreign Improvement Patents under Section 2.6.
2.6 Right to File Foreign Improvement Patents. The Assignors hereby grant to the Assignee, on a perpetual, irrevocable, worldwide, royalty-free, and exclusive basis, the right to file, prosecute, maintain, defend, and enforce Foreign Improvement Patents in the name of the Assignee in any and all jurisdictions outside the Republic of Korea, on any improvement, variant, modification, derivative, or new invention that is derived from, based upon, or related to the Technology or the inventions disclosed in the Korean Patents and that is sufficiently novel and non-obvious over the published Korean Patents and other prior art to qualify for patent protection. The Assignors shall, at the Assignee’s reasonable expense, provide all cooperation reasonably necessary to support such filings, including executing inventor declarations, oaths, assignments, and other documents and giving testimony in any related proceedings. To the maximum extent permitted by applicable law, all Foreign Improvement Patents and all rights therein shall vest in the Assignee directly and shall not be subject to any back-license to Sundori Korea outside the Korea Territory (it being understood that, within the Korea Territory, the License Back shall apply to such Foreign Improvement Patents only to the extent they also cover the Korea Territory through corresponding Korean filings, in which case Sundori Korea shall have a license-back as separately agreed).
2.7 Restricted Items; Fallback Worldwide License. The Parties acknowledge that, with respect to certain components of the Subject IP, an outright assignment to the Assignee may be subject to a Transfer Restriction. Each such component is a “Restricted Item.” To the extent that the assignment of any Restricted Item to the Assignee cannot lawfully be effected, or would expose either Party to material adverse regulatory consequence, then, in lieu of assignment under
Section 2.1 or 2.2 and automatically and without further action by either Party, the relevant
Assignor shall be deemed to have granted, and hereby grants, to the Assignee, a perpetual, irrevocable, worldwide (excluding the Republic of Korea), exclusive, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers) license (the “Fallback License”) under such Restricted Item, with rights of make/have-made/use/sell/import/export/sublicense, prosecution and enforcement of foreign-counterpart registered rights in Assignor’s name, and filing of new foreign applications, in each case consistent with the rights that would have obtained under outright assignment. The grant of the Fallback License with respect to any Restricted Item shall constitute full and equivalent performance by the Assignors of their obligation to assign such Restricted Item, and the Assignee shall have no claim against the Assignors by reason of the substitution. Restricted Items shall be enumerated in Schedule 2.7 as identified jointly by the Parties from time to time.
ARTICLE 3
COVENANTS
3.1 Cho Officer-Inventor Covenant. Effective on the Closing Date, Cho hereby agrees to accept appointment, and the Assignee hereby agrees to appoint Cho, as a Director and Chief Technology Officer (or such other equivalent senior officer title as the Assignee’s board may designate) of the Assignee, in each case on the terms set forth in this Section 3.1:
(a) Acceptance and Compensation. Cho shall be appointed to such offices by resolution of the Assignee’s board of directors effective at or promptly following the Closing Date. Cho’s compensation for service in such capacity (including any combination of base director fees, officer salary, performance bonuses, and equity-incentive awards) shall be as the Parties may agree in a separate written officer-engagement letter executed on or before the Closing Date, with such terms designed to comply with U.S. federal and state corporate law, the Korea–United States Income Tax Convention, applicable U.S. and Korean securities laws, and the Assignee’s customary D&O insurance program.
(b) Assignment of Inventions. Cho hereby agrees and covenants that, for so long as he serves as an officer or director of the Assignee, all inventions, discoveries, improvements, designs, software, AI/ML models, know-how, and other intellectual property conceived or reduced to practice by Cho (alone or jointly with others), whether during or outside business hours and whether on or off the Assignee’s premises, that (i) relate to the Assignee’s business as conducted or planned, (ii) relate to or are derived from the Technology or the inventions disclosed in the Korean Patents, or (iii) result from Cho’s use of the Assignee’s resources or proprietary information (collectively, “Officer-Period Inventions”), shall be the sole and exclusive property of the Assignee, and Cho hereby irrevocably assigns to the Assignee all right, title, and interest in and to all OfficerPeriod Inventions, in any and all jurisdictions worldwide, together with all causes of action and rights to sue for past, present, and future infringement.
(c) Cooperation. Cho shall, at the Assignee’s reasonable expense, execute and deliver all inventor declarations, oaths, assignments, and other documents and take all such actions as may be reasonably necessary to perfect the Assignee’s title in Officer-Period Inventions and to enable the Assignee to file Foreign Improvement Patents and other patent applications worldwide.
(d) Confidentiality and Fiduciary Duty. Cho shall hold all non-public information of the Assignee in strict confidence and shall owe to the Assignee the fiduciary duties of loyalty and care customary for officers and directors under the laws of the State of Florida.
(e) Concurrent Service Permitted. The Parties acknowledge that Cho will continue to serve as Chief Executive Officer of Sundori Korea concurrently with his service as an officer of the Assignee. Each Assignor and the Assignee acknowledge that such concurrent service is compatible with this Agreement, the License Back, and the Master Services Agreement of even date among Sundori Korea and the Assignee, provided that Cho’s allocation of effort, treatment of confidential information, and management of potential conflicts of interest shall be subject to the customary fiduciary principles and to any reasonable conflict-of-interest policy adopted by the Assignee’s board.
(f) D&O Indemnification and Insurance. The Assignee shall, on or before the Closing Date, procure customary directors-and-officers liability insurance with coverage limits and terms appropriate for an SEC-reporting Florida corporation, and shall provide Cho with the Assignee’s customary D&O indemnification arrangements.
(g) Term. Cho shall serve as a Director and Chief Technology Officer of the Assignee for an initial term of not less than three (3) years, automatically renewing for successive oneyear terms thereafter unless either Cho or the Assignee gives written notice of nonrenewal at least ninety (90) days before the end of the then-current term. Earlier termination shall be in accordance with the officer-engagement letter and applicable Florida corporate law.
3.2 Assignee Foreign Patent Filing Covenant. The Assignee hereby covenants and agrees that:
(a) Promptly following the Closing Date (and in any event within twenty-four (24) months), the Assignee shall, at its own cost and through internationally-recognized patent counsel, commence a Foreign Patent Filing Program designed to (i) capture, to the extent any remaining Paris Convention or U.S./Japan grace-period windows so permit, patent protection in the United States, the European Patent Office, the People’s Republic of China, Japan, and such other jurisdictions as the Assignee may determine, and (ii) file Foreign Improvement Patents on improvements, variants, modifications, derivatives, and new inventions arising from Cho’s continuing inventorship as an officer of the Assignee under Section 3.1 and from the Assignee’s research, development, and joint-venture activities;
(b) The Assignee shall fund all reasonable filing, prosecution, and maintenance costs of the Foreign Patent Filing Program, including foreign agent fees, official fees, translation costs, and renewal and annuity fees;
(c) The Assignee shall provide the Assignors with semi-annual written reports of the status of the Foreign Patent Filing Program, including a schedule of applications filed, pending, granted, and abandoned, and any material developments in prosecution; and
(d) The Assignee shall use commercially reasonable efforts to identify and file applications in any remaining priority window for the most recent Korean Patents (in particular, any Korean Patent for which the Paris Convention twelve-month deadline or the United States or Japan twelve-month grace period under 35 U.S.C. §102(b)(1)(A) or Japan Patent Act §30 remains available as of the Closing Date), each as identified in Schedule A.1.
3.3 Future Improvements Covenant. The Assignors and the Assignee acknowledge that the Assignee’s worldwide intellectual-property portfolio shall be built principally through (a) the Technology assigned under Section 2.1, (b) the public-domain freedom-to-practice under Section 2.5, (c) Foreign Improvement Patents under Sections 2.6 and 3.2, and (d) Officer-Period Inventions developed by Cho under Section 3.1. The Assignors covenant to cooperate with the Assignee in identifying, refining, and disclosing improvements, variants, and new inventions for the Foreign Patent Filing Program, and to maintain confidentiality of pre-filing technical disclosures.
3.4 Capital-Formation Covenant. The Assignee covenants and agrees to use commercially reasonable efforts to raise growth and project capital, whether through the U.S. public capital markets (including pursuant to Regulation A+ Tier 2 or any other applicable exemption), private placements, debt financings, or other means, to fund (a) the global commercialization of the Technology, (b) the establishment of foreign joint-venture manufacturing facilities in the principal addressable markets, and (c) the build-out of additional manufacturing capacity in the Republic of Korea. During a six-month measurement period commencing on the Closing Date and recurring thereafter, the aggregate capital actually delivered, made available, or arranged by the Assignee to or for the benefit of Sundori Korea or for direct investment in Korean or foreign manufacturing facilities operating for the supply of Sundori Drone products, whether in the form of cash, cash equivalents, in-kind contributions, equity or equity-linked securities of the Assignee or its affiliates, or any combination of the foregoing, in each case valued at fair market value, shall, in the aggregate, be not less than five million U.S. dollars (US$5,000,000), as a covenant of the Assignee to support the continued commercial deployment of the Technology.
3.5 Foreign Joint-Venture Covenant. The Assignee covenants to use commercially reasonable efforts to establish and operate, directly or through wholly- or majority-owned subsidiaries, foreign joint ventures with local manufacturing partners in the principal addressable markets (which may include the United Arab Emirates, Poland, Turkey, the United States, Cambodia, Mongolia, Bangladesh, Japan, India, Thailand, and such other jurisdictions as the Assignee may determine), in each case for the purpose of manufacturing and supplying drone products and solutions worldwide using the Technology and the Assignee’s Foreign Improvement Patents. The Parties acknowledge that the specific equity-participation level, governance terms, and operational arrangements of each foreign joint venture shall be subject to good-faith negotiation with each joint-venture partner and may vary across jurisdictions to reflect local market conditions and partner expectations.
3.6 Continuing Master Services Engagement. The Parties acknowledge that Sundori Korea will, pursuant to the Master Services Agreement of even date, provide engineering, factory-setup, training, and ongoing technical-support services to the Assignee for global commercialization of the Technology. Such services are documented and paid for separately from the consideration for the assignment under this Agreement, in compliance with Korean Corporate Income Tax Act §52, the Korean International Tax Adjustment Act, and U.S. Internal Revenue Code §482.
ARTICLE 4
CLOSING AND CONDITIONS
4.1 Closing Date. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the date that is the later of (a) the Effective Date and (b) the date on which the conditions set forth in Sections 4.2 and 4.3 are satisfied (or waived in writing by the affected Party). The Parties shall use commercially reasonable efforts to cause the Closing to occur as soon as practicable following the Effective Date.
4.2 Conditions to Assignee’s Obligation. The Assignee’s obligation to consummate the Closing is subject to the satisfaction (or waiver in writing by the Assignee) of the following conditions:
(a) the truth and accuracy in all material respects of the representations and warranties of the Assignors set forth in Article 5, as of the Effective Date and the Closing Date;
(b) the execution and delivery by Cho of an officer-engagement letter implementing Section 3.1;
(c) the execution and delivery by the Parties of (i) this Agreement, (ii) the License Back, and
(iii) the Master Services Agreement; and
(d) compliance by the Assignors with all covenants required to be performed by them on or before the Closing Date.
4.3 Conditions to Assignors’ Obligation. The Assignors’ obligation to consummate the Closing is subject to the satisfaction (or waiver in writing by the Assignors) of the following conditions:
(a) the change of control of the Assignee pursuant to the CoC Agreement having occurred or being scheduled to occur substantially contemporaneously with the Closing hereunder;
(b) the truth and accuracy in all material respects of the representations and warranties of the Assignee set forth in Article 5; and
(c) compliance by the Assignee with all covenants required to be performed by it on or before the Closing Date.
4.4 Closing Deliverables. At Closing, (a) the Assignors shall deliver to the Assignee duly executed assignment instruments in the form required for recordation with KIPO, USPTO, EPO, JPO, CNIPA, and other applicable registries; (b) the Assignee shall deliver to Cho the executed officer-engagement letter and a board resolution appointing Cho as Director and Chief Technology Officer; and (c) the Parties shall exchange the License Back and Master Services Agreement, fully executed.
4.5 Post-Closing KIPO Recordation. Promptly following Closing, and in any event within ninety (90) days, the Parties shall cooperate to record the assignment of the Korean Patents and Korean Territorial Rights with KIPO from the name of Cho to the name of the Assignee, at the Assignee’s cost. Sundori Korea’s License Back shall be recorded with KIPO as a 전용실시권 (exclusive license) concurrently with the assignment recordation.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
5.1 Representations of Cho. Cho represents and warrants to the Assignee, as of the Effective Date and the Closing Date, that:
(a) Title to Korean Patents. Cho is the sole legal and beneficial owner of, and has good and marketable title to, each of the twelve (12) Korean Patents identified in Schedule A, Part 1, in each case as the registered patentee with KIPO, free and clear of all liens, encumbrances, security interests, pledges, options, rights of first refusal, voting agreements, transfer restrictions, and rights of third parties (other than as expressly disclosed in Schedule 5.2);
(b) Inventorship. Cho is the sole or principal inventor of the inventions claimed in the Korean Patents and has not assigned, licensed, pledged, hypothecated, or otherwise encumbered any of the Korean Patents in favor of any third party (other than as expressly disclosed in Schedule 5.2);
(c) No Conflicting Obligations. Cho is not subject to any employment, consulting, fiduciary, or other agreement that conflicts with, prevents, or limits Cho’s ability to (i) assign the Korean Patents and Korean Territorial Rights to the Assignee under Section 2.2 and (ii) accept appointment as Director and Chief Technology Officer of the Assignee under
Section 3.1;
(d) Authority. Cho has full legal capacity and authority to execute and deliver this Agreement and to perform his obligations hereunder; and
(e) No Third-Party Use. To Cho’s knowledge, no third party is using or has used the inventions disclosed in the Korean Patents in the Korea Territory without authorization, and Cho has not granted any license under the Korean Patents to any third party (other than the License Back contemplated hereby).
5.2 Representations of Sundori Korea. Sundori Korea represents and warrants to the Assignee, as of the Effective Date and the Closing Date, that:
(a) Title to Technology. Sundori Korea is the sole legal and beneficial owner of, and has good and marketable title to, the Technology (subject to the License Back), including all trade secrets, know-how, software, AI/ML models, BOM, supplier qualification records, manufacturing process documentation, and other components described in Schedule A, Parts 3 and 6, in each case free and clear of all liens, encumbrances, security interests, and rights of third parties (other than as expressly disclosed in Schedule 5.2);
(b) Title to Sundori Marks. Sundori Korea is the sole legal and beneficial owner of, and has good and marketable title to, the Sundori Marks identified in Schedule A, Part 4, free and clear of all liens, encumbrances, and rights of third parties;
(c) Employee Inventions. All inventions, developments, and intellectual property created by employees, officers, directors, advisors, and contractors of Sundori Korea in connection with Sundori Korea’s business have been duly assigned to Sundori Korea pursuant to the Korean Invention Promotion Act (발명진흥법) and Sundori Korea’s Employee Invention Regulations, and all reasonable Article 15 compensation owed to inventors has been paid or accrued;
(d) Authority. Sundori Korea has full corporate authority to execute and deliver this Agreement and to perform its obligations hereunder, including the assignments and license grants under Article 2 and the covenants under Article 3; and
(e) No Material Litigation. There is no action, suit, claim, arbitration, investigation, audit, or proceeding pending or, to Sundori Korea’s knowledge, threatened that would materially adversely affect the Subject IP or the Assignors’ ability to consummate the transactions contemplated hereby.
5.3 Representations of the Assignee. The Assignee represents and warrants to the Assignors, as of the Effective Date and the Closing Date, that the Assignee has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, and that the execution, delivery, and performance hereof have been duly authorized by all necessary corporate action.
5.4 Disclosure regarding Paris Convention and PCT Priority. The Parties mutually represent, acknowledge, and disclose the following, which disclosure shall constitute an integral element of the consideration and risk-allocation under this Agreement:
(a) The Korean Patents have been published in the Korean Patent Gazette, and the inventions disclosed therein constitute prior art under the patent laws of jurisdictions outside the Republic of Korea;
(b) The twelve-month Paris Convention priority deadlines under Article 4 of the Paris Convention for the Protection of Industrial Property, and the corresponding PCT international-phase deadlines, have expired with respect to substantially all of the Korean Patents identified in Schedule A, Part 1 (other than such Korean Patents, if any, as may be identified in Schedule A.1 as remaining within priority);
(c) Consequently, foreign patent protection on the inventions disclosed in the Korean Patents is generally not available, except (i) under the twelve-month grace-period provisions of the United States Patent Act, 35 U.S.C. §102(b)(1)(A), and the Japan Patent Act §30 (as supplemented by the 2018 amendments), in each case to the extent applicable to specific Korean Patents identified in Schedule A.1, and (ii) for improvements, variants, modifications, derivatives, and new inventions sufficiently novel and non-obvious over the published Korean Patent disclosures, such Foreign Improvement Patents to be filed in the Assignee’s own name pursuant to Sections 2.6 and 3.2; and
(d) The principal commercial value of the Subject IP, outside the Republic of Korea, derives from (i) the public-domain freedom of the Assignee to practice the disclosed inventions worldwide pursuant to Section 2.5, (ii) the Technology and other non-disclosed Global IP Assets assigned hereunder, (iii) Cho’s continuing inventorship as an officer of the
Assignee pursuant to Section 3.1, and (iv) the Foreign Improvement Patents to be filed by the Assignee pursuant to Sections 2.6 and 3.2. The Assignee acknowledges that it has been fully informed of the foregoing, has had an opportunity to consult independent intellectual-property counsel, and shall have no claim against the Assignors arising from the territorial limitations of the Korean Patents or from the expiration of foreign-filing priority deadlines.
ARTICLE 6
INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1 Indemnification by Assignors. Each Assignor shall, severally and not jointly, indemnify, defend, and hold harmless the Assignee and its successors, affiliates, directors, officers, employees, and agents from and against any and all losses, damages, liabilities, claims, demands, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to
(a) any material breach by such Assignor of its representations, warranties, or covenants set forth herein, or (b) any third-party claim that such Assignor’s assignment to the Assignee of any component of the Subject IP infringed or violated the rights of such third party.
6.2 Indemnification by Assignee. The Assignee shall indemnify, defend, and hold harmless the Assignors from and against any losses arising out of (a) any material breach by the Assignee of its representations, warranties, or covenants set forth herein, or (b) the Assignee’s use of the Subject IP after the Closing Date in a manner inconsistent with this Agreement.
6.3 Survival. All representations, warranties, and indemnification obligations of the Parties shall survive the Closing for a period of two (2) years; provided that the representations regarding title (Sections 5.1(a), 5.1(b), 5.2(a), 5.2(b)) and authority shall survive until the expiration of the applicable statute of limitations.
6.4 Limitation of Liability.
EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, AND
INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FAIR MARKET VALUE OF THE SUBJECT IP TRANSFERRED HEREUNDER, AS DETERMINED IN GOOD FAITH BY AN INDEPENDENT VALUATION FIRM SELECTED BY THE PARTIES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES.
ARTICLE 7
MISCELLANEOUS
7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles; provided that matters relating to the validity, scope, and enforcement of the Korean Patents and Korean Territorial Rights shall be governed by the laws of the Republic of Korea.
7.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the Korean Commercial Arbitration Board under the KCAB International Arbitration Rules, with seat in Seoul, before three arbitrators, in English with Korean translation as required. Judgment on the award may be entered in any court of competent jurisdiction.
7.3 Notices. All notices, requests, and other communications hereunder shall be in writing and delivered by hand, overnight courier, or email with confirmation of receipt, to the addresses set forth on the signature page or to such other address as a Party may designate in writing. Email notices to the Assignee shall be effective if delivered to [email protected] and [email protected].
7.4 Entire Agreement; Amendment. This Agreement, together with the License Back, the Master Services Agreement, the officer-engagement letter contemplated by Section 3.1, and the Schedules and Exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument signed by all Parties.
7.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by PDF or electronic signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
7.6 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to render it valid and enforceable, and the remaining provisions shall remain in full force and effect.
7.7 Assignment. Neither Assignor may assign its rights or obligations hereunder without the Assignee’s prior written consent. The Assignee may assign this Agreement, in whole or in part, to (a) any affiliate, (b) any successor in a merger, consolidation, or sale of all or substantially all assets, or (c) any acquirer of the Subject IP in a bona fide commercial transaction, in each case without the Assignors’ consent.
7.8 Cooperation; Further Assurances. Each Party shall, at the other Parties’ reasonable expense, execute and deliver such further documents and take such further actions as may be reasonably necessary to give full effect to this Agreement, including without limitation any documents required for KIPO, USPTO, EPO, JPO, CNIPA, or other registry recordations.
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CO-ASSIGNOR (INDIVIDUAL):
_______________________________________________ CHO SOON-SIK, an individual
Date: _____________6/9/2026
_________________
Address: 947 Hanam-daero, Hanam-si, Gyeonggi-do, Republic of Korea
CO-ASSIGNOR (CORPORATE):
SUNDORI DRONE CO., LTD. a corporation of the Republic of Korea
| By: | ||
| Name: | Cho Soon-sik | |
| Title: | Chief Executive Officer | |
| Date: |
6/9/2026
_________________
Address: 947 Hanam-daero, Hanam-si, Gyeonggi-do, Republic of Korea
ASSIGNEE:
HALLMARK VENTURE GROUP, INC. (to be renamed SDR Drone Inc.), a Florida corporation
| By: | ||
| Name: | Paul Strickland | |
| Title: | CEO | |
| Date: |
6/9/2026
__________________
Address: 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144
Notice contacts: [email protected]
SCHEDULE A
SUBJECT IP Part 1 — Korean Patents The following twelve (12) Korean patents are registered in the name of Cho Soon-sik with the Korean Intellectual Property Office (KIPO): #
Patent No.
Title (Korean / English Translation)
Filed
Registered
10-2026793
2개의 윈치를 포함하는 유선 드론 시스템 / Tethered Drone System with Two Winches
2019.06.03
2019.09.24
10-2064239
무인 비행체 제어 시스템 / Unmanned Aerial Vehicle Control System
2019.06.07
2020.01.03
10-2126989
미세먼지 포집용 드론 운용 시스템 / Fine Dust Collection Drone Operation System
2019.09.25
2020.06.19
10-2281804
충돌 방지 드론 제어 시스템 / Collision Avoidance Drone Control System
2019.09.27
2021.07.20
10-2293325
농업용 드론 운용 시스템 / Agricultural Drone Operation System
2019.09.27
2021.08.18
10-2281656
드론 / Drone
2021.04.27
2021.07.20
10-2362264
유무선복합드론 / Wired/Wireless Hybrid Drone (T-dori)
[TBC]
[TBC]
10-2366800
다수의 드론제어장치, 방법 및 프로그램 / Multi-Drone Control Apparatus, Method and Program
[TBC]
[TBC]
10-2370098
인명구조용 드론 / Lifesaving Drone
[TBC]
[TBC]
10-2447512
수소연료 유선드론시스템 / Hydrogen-Fuel Tethered Drone System
[TBC]
[TBC]
10-2592962
안전하고 정밀한 착륙이 가능한 드론스테이션 / Safe Precision Landing Drone Station
[TBC]
[TBC]
10-2782838
드론케이블의 낙하지연장치 / Drone Cable Fall-Delay Device
[TBC]
[TBC]
Notes: “[TBC]” indicates filing/registration dates to be confirmed by Korean patent counsel prior to KIPO recordation. Patentee on all twelve patents: Cho Soon-sik (조순식, 820318-XXXXXXX), 경기도 하남시 덕산로 80, 302동 1502호 (or earlier address per certificate).
Schedule A.1 — Korean Patents within Foreign-Filing Priority Window (if any) Korean Patents identified below remain within the twelve-month Paris Convention priority window or within the U.S./Japan twelve-month grace period as of the Closing Date and are accordingly eligible candidates for foreign patent filings in the Assignee’s name under Section 3.2(d):
●
[To be populated by Korean patent counsel: list any Korean Patent with filing date within 12 months of the Closing Date for Paris Convention priority, or first publication date within 12 months of the Closing Date for U.S./Japan grace-period filings.]
Part 2 — Korean Industrial Designs [To be itemized by Sundori Korea / Cho prior to KIPO recordation. Anticipated to include design registrations covering airframes, ground-station enclosures, and station/dock geometries of the Sundori Drone Platform.]
Part 3 — Technology (Trade Secrets, Know-How, and Other Non-Public Proprietary Assets) The Technology being assigned under Section 2.1 includes, without limitation:
(a) Manufacturing process documentation: Surface-mount technology line setup, flightcontroller board test and burn-in procedures, composite lay-up and cure schedules, tetherwinch assembly process, Markforged / Stratasys composite three-dimensional print parameter sets;
(b) Bill-of-materials and supplier qualification records: China-free, NDAA §848 / Blue UAS compliant supplier lists, qualification methodology, second-source identification;
(c) Test fixtures and procedures: Environmental chambers, IP54/IP55 verification protocols, temperature-cycling protocols (−10°C to +50°C), first-article inspection and acceptance test procedures;
(d) Software and firmware source code: MFS Swarm Operating System, FANET mesh networking stack, mission planning software, ground-control station applications, in each case including source code, object code, binaries, and version-control history;
(e) AI and machine-learning models: Model architectures, trained weights, training data, validation datasets, hyperparameters, and pipelines for autonomous flight, collision avoidance, swarm coordination, agricultural target recognition, and other applications;
(f) Hardware designs and proprietary engineering: H5, M2K, CG30K, VT-50/VT5, SeaScout, SQ20, H-EB2024, HPX, MCV, Hornet (F10i), and related hardware platforms; anti-collision systems; encrypted CAD licensing stack;
(g) Manufacturing process know-how and supply-chain methodology (China-free / NDAA §848 / Blue UAS compliant);
(h) Combat-operational methodology; and
data,
customer
and
government
database,
pricing
(i) Technical documentation, operating and maintenance manuals, parts catalogs, software user guides, test and acceptance procedures, and ISO-aligned quality manuals.
Part 4 — Sundori Marks The following Korean registered trademarks are retained in ownership by Sundori Korea and licensed to the Assignee on a perpetual, worldwide, royalty-free basis under Section 2.4:
●
“SDR” (Roman script);
●
“Sundori” (Roman script);
●
“SDR Drone” (composite, Roman script);
●
“Sundori Drone” (composite, Roman script);
●
“순돌이드론” (Korean script);
●
any additional stylized, logo, composite, or device marks within the foregoing brand families (to be itemized prior to Closing).
Part 5 — Korean Utility Models [To be itemized by Sundori Korea / Cho prior to KIPO recordation.]
Part 6 — Additional Trade Secrets and Corporate Secrets Additional trade-secret items not separately enumerated in Part 3 above, including without limitation Sundori Korea’s internal R&D roadmap, customer pipeline, pricing models, regulatory and certification know-how (Korean wind / dust / water resistance certification, NDAA §848 / Blue UAS / NATO STANAG 4586/4703 compliance documentation), and combat-operational analytics, all as documented in Sundori Korea’s internal records as of the Closing Date.
Exhibit 10.3
EXECUTION VERSION
EXCLUSIVE LICENSE BACK
AGREEMENT
Korea Territory ● Royalty-Free ● Perpetual
dated as of
June 9, 2026
by and between
HALLMARK VENTURE GROUP, INC.
(to be renamed SDR Drone Inc.)
and
SUNDORI DRONE CO., LTD.
EXCLUSIVE LICENSE BACK AGREEMENT
THIS EXCLUSIVE LICENSE BACK AGREEMENT (the “Agreement”) is made and entered into as of the date last written below (the “Effective Date”), by and between: HALLMARK VENTURE GROUP, INC. (to be renamed SDR DRONE INC.), a corporation duly organized and existing under the laws of the State of Florida, United States of America, with its principal office at 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144 (the “Licensor”); and SUNDORI DRONE CO., LTD., a corporation duly organized and existing under the laws of the Republic of Korea, with its registered office at 947 Hanam-daero, Hanam-si, Gyeonggi-do, Republic of Korea (the “Licensee”). Licensor and Licensee are each referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, simultaneously with the execution of this Agreement, Licensee has assigned to Licensor all of Licensee’s right, title, and interest in and to the Assigned IP (as defined in, and pursuant to, the Patent Assignment and Technology Transfer Agreement of even date herewith between the Parties (the “IP Transfer Agreement”)), with the express exception of the Sundori Marks (which are retained in ownership by Licensee and licensed to Licensor on a perpetual worldwide basis pursuant to Section 2.4 of the IP Transfer Agreement); capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the IP Transfer Agreement;
WHEREAS, the Parties intend that Licensee shall retain the right to continue its domestic operations within the Republic of Korea, including procurement to Korean Governmental Authorities and defense customers, and that such continuity is essential for Licensee (a) to maintain its registration on the Public Procurement Service Innovation Product / Excellent Procurement Product catalogue, (b) to preserve its eligibility as a Korean defense industry business under the Defense Industry Act, and (c) to continue ongoing supply, training, certification, and after-sales relationships with current Korean customers;
WHEREAS, this license back is structured to be (i) exclusive within the Korea Territory,
(ii) royalty-free, (iii) perpetual (or coterminous with each item of the Assigned IP, whichever is shorter), and (iv) registered with KIPO as a 전용실시권 (exclusive license registration), in order to provide Licensee with the maximum statutory protection available under Korean patent law;
WHEREAS, the consideration for this Agreement is the consummation of the IP Transfer Agreement and the contemporaneously-executed Master Services Agreement, and this Agreement is a condition precedent thereto;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the IP Transfer Agreement. In addition, the following terms shall have the meanings set forth below:
1.1 “Assigned IP” has the meaning given in the IP Transfer Agreement (excluding, for the avoidance of doubt, the Sundori Marks).
1.2 “Improvements” means any improvement, modification, derivative work, or new invention conceived or reduced to practice by Licensee or its Permitted Sublicensees during the Term that is based upon, derived from, or that incorporates any item of the Assigned IP.
1.3 “KIPO” means the Korean Intellectual Property Office.
1.4 “Korea Territory” means the territory of the Republic of Korea, including its territorial waters and airspace as defined under Korean law.
1.5 “Korean Governmental Authority” means any agency, ministry, public corporation, or government-controlled procurement body of the Republic of Korea, including without limitation the Public Procurement Service, the Defense Acquisition Program Administration (DAPA), the Korea Forest Service, the Ministry of Agriculture, Food and Rural Affairs, the Ministry of Environment, the National Fire Agency, the Korean National Police Agency, and any branch of the ROK Armed Forces.
1.6 “Permitted Sublicensees” means: (a) any Korean Governmental Authority procuring products embodying the Assigned IP from Licensee; (b) Licensee’s authorized Korean distributors, system integrators, and after-sales partners, in each case under written sublicense agreements consistent with this Agreement; and (c) any Korean subsidiary of Licensee that is wholly owned by Licensee.
1.7 “Term” has the meaning set forth in Section 6.1.
ARTICLE 2
LICENSE GRANT
Section 2.1. Grant of Exclusive License.
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive (even as to Licensor and its affiliates), royalty-free, perpetual (or coterminous with the underlying patent, design, utility model, or other item, whichever is shorter), non-revocable except for material uncured breach or insolvency, license under the Assigned IP within the Korea Territory, to:
(a) make, have made, use, import, offer to sell, sell, lease, distribute, support, service, train on, and otherwise commercially exploit products and services embodying or incorporating the Assigned IP;
(b) sublicense to Permitted Sublicensees on the terms set forth in Section 2.3;
(c) practice all method, process, and use claims of any patent forming part of the Assigned IP;
(d) reproduce and use the Trade Secrets and related know-how internally, including for the operation, maintenance, training, manufacturing, and quality assurance of products and services; and
(e) hold, maintain, and renew the specialized Korean flight licenses (Schedule A, Part 4 of the IP Transfer Agreement) to the extent such licenses are non-transferable under Korean aviation regulations.
Section 2.2. Carve-Outs and Reservations.
(a) The license granted hereunder is limited to the Korea Territory. For the avoidance of doubt, the license does not authorize Licensee to manufacture in Korea for export to, or otherwise to sell into, any jurisdiction outside the Korea Territory; provided that incidental cross-border activity (e.g., participation in international joint exercises by the ROK Armed Forces, demonstrations at international trade shows held within Korea) is permitted.
(b) Direct sales by Licensee to foreign customers outside Korea are outside the scope of the license and require a separate license or distribution arrangement with Licensor or its designated foreign subsidiary.
(c) Licensor retains all rights under the Assigned IP for the entire territory outside the Korea Territory, and the right (subject to the exclusivity granted herein) to enforce the Assigned IP within the Korea Territory against third-party infringers, in cooperation with Licensee.
(d) The Sundori Marks are not the subject of this license back; ownership of the Sundori Marks is retained by Licensee, and Licensee separately grants Licensor a perpetual worldwide license to use the Sundori Marks pursuant to Section 2.4 of the IP Transfer Agreement.
Section 2.3. Sublicense Rights.
Licensee may grant sublicenses to Permitted Sublicensees, provided that: (a) each sublicense is in writing and is consistent with and no broader than the terms of this Agreement; (b) Licensee remains primarily liable for compliance by its Permitted Sublicensees; (c) sublicenses granted to Korean Governmental Authorities for procurement purposes may take the form of standard procurement license terms attached to government contracts; and (d) Licensee shall provide Licensor with a list of material sublicenses (other than those to Korean Governmental Authorities) on an annual basis.
Section 2.4. KIPO Registration.
Promptly following the Closing under the IP Transfer Agreement, the Parties shall jointly cause the registration of this license with KIPO as a 전용실시권 (exclusive license) under Korean Patent Act Article 100 (and the equivalent provisions for designs and utility models), at Licensee’s cost. Such registration is essential to provide Licensee with statutory rights against third parties and is a covenant of both Parties.
ARTICLE 3
IMPROVEMENTS
Section 3.1. Ownership of Improvements.
All Improvements developed by Licensee or its Permitted Sublicensees during the Term shall be owned by Licensee as between the Parties.
Section 3.2. Grant-Back License to Licensor.
Licensee hereby grants to Licensor a non-exclusive, royalty-free, worldwide-except-Korea, perpetual, sublicensable license under the Improvements, for use, manufacture, sale, and other commercial exploitation outside the Korea Territory.
Section 3.3. Joint Development.
If the Parties jointly develop any Improvement under a separate written collaboration agreement, the Parties shall negotiate the ownership and licensing thereof under such collaboration agreement. Absent a separate agreement, joint Improvements shall be jointly owned, with each Party having an unrestricted right to license its joint interest (subject to the geographic carve-out of the license grant).
ARTICLE 4
ROYALTY-FREE NATURE; TRANSFER PRICING
Section 4.1. Royalty.
In consideration of the assignment of the Assigned IP by Licensee to Licensor under the IP Transfer Agreement and the contemporaneous service obligations under the Master Services Agreement, the license granted hereunder is royalty-free. No royalty, license fee, or other periodic payment is due from Licensee to Licensor in respect of the license granted hereunder.
Section 4.2. Arm’s-Length Justification.
The Parties acknowledge that, on a stand-alone basis, an arm’s-length licensee would typically pay a royalty for an exclusive license of comparable scope. The royalty-free nature of this license is supported by the following considerations to be set forth in the contemporaneous transferpricing documentation prepared by an independent accounting firm:
(a) Licensee, in the same overall transaction, is the original owner and developer of the Assigned IP and has transferred such IP to Licensor without monetary consideration in exchange for the strategic operational covenants set forth in Article 3 of the IP Transfer Agreement. This license back returns to Licensee the rights necessary to preserve its existing Korean business and is therefore a partial reservation by the original owner rather than a new license at arm’s length;
(b) Licensee provides ongoing engineering, manufacturing-line setup, and technical-support services to Licensor and its affiliates under the Master Services Agreement, which services would not be feasible without continued access to the Assigned IP; the license is a necessary input to Licensee’s ability to perform under the MSA;
(c) The geographic scope of the license is limited to the Korea Territory and is, with respect to Licensee’s ex-Korea activities, fully reserved to Licensor — the Korean market being a subset of the global market that, on a stand-alone basis, would justify only a partial royalty; and
(d) The integrated nature of the transaction (assignment plus license-back plus services) places it outside the comparable uncontrolled transaction framework typically used for stand-alone IP licenses.
Each Party shall maintain consistent positions in its respective Korean and U.S. transfer-pricing documentation.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
Section 5.1. Mutual Representations.
Each Party represents and warrants to the other that: (a) it has full corporate power and authority to enter into this Agreement; (b) the execution and delivery hereof has been duly authorized; and
(c) this Agreement constitutes the valid and binding obligation of such Party, enforceable in accordance with its terms.
Section 5.2. Licensor Representations.
Licensor represents and warrants to Licensee that: (a) upon Closing under the IP Transfer Agreement, Licensor will have good and marketable title to the Assigned IP necessary to grant the license hereunder; and (b) Licensor will not, during the Term, grant any other license, assignment, or encumbrance affecting the Assigned IP within the Korea Territory that would conflict with the exclusivity of the license granted to Licensee hereunder.
Section 5.3. No Other Warranty.
EXCEPT AS EXPRESSLY SET FORTH HEREIN AND IN THE IP TRANSFER AGREEMENT, THE LICENSE IS GRANTED ON AN “AS-IS” BASIS. LICENSOR MAKES NO REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
ARTICLE 6
TERM AND TERMINATION
Section 6.1. Term.
The Term of this Agreement shall commence on the Effective Date and shall continue, on a country-by-country and IP-item-by-IP-item basis, until the expiration of the underlying patent, design registration, utility model, or specialized flight license, unless earlier terminated under Section 6.2 or Section 6.3. With respect to Trade Secrets, the Term shall continue for so long as the underlying information retains the character of a trade secret.
Section 6.2. Termination by Licensor for Cause.
Licensor may terminate this Agreement, in whole or with respect to any item of Assigned IP, by written notice to Licensee, only upon the occurrence of one or more of the following Termination Events, and only after giving Licensee a ninety (90) day cure period (or, for non-curable breaches, after fair opportunity to be heard):
(a) a material breach by Licensee of this Agreement that has not been cured within such period;
(b) an order of liquidation, bankruptcy, or insolvency entered against Licensee that is not vacated within ninety (90) days; or
(c) the use by Licensee of the Assigned IP in a manner that materially and adversely damages the goodwill associated with the Sundori Marks, in a manner not curable within ninety (90) days.
Section 6.3. Termination by Licensee for Cause.
Licensee may terminate this Agreement upon a material breach by Licensor that is not cured within ninety (90) days of written notice, including any unauthorized grant by Licensor of competing rights within the Korea Territory.
Section 6.4. Effect of Termination.
Upon termination: (a) Licensee shall cease use of the terminated Assigned IP within the Korea Territory, subject to a twelve (12) month sell-down period for finished inventory then in stock;
(b) sublicenses to Korean Governmental Authorities that, by their terms, survive termination shall continue subject to the original terms; and (c) the obligations of confidentiality, dispute resolution, and any provision that by its terms is intended to survive shall survive.
Section 6.5. No Termination for Convenience.
Except as expressly set forth in this Article 6, this Agreement is non-terminable. Neither Party shall have the right to terminate for convenience.
ARTICLE 7
ENFORCEMENT AND DEFENSE
Section 7.1. Notice of Infringement.
Each Party shall promptly notify the other of any actual or suspected infringement of the Assigned IP within the Korea Territory of which it becomes aware.
Section 7.2. Right to Enforce.
As the holder of the exclusive license, Licensee shall have the first right (but not the obligation) to bring and control any action or proceeding for infringement of the Assigned IP within the Korea Territory, at Licensee’s expense. Licensor shall reasonably cooperate, including by joining as a party where required for standing. Any recovery shall be allocated: (a) first, to reimburse the enforcing Party’s costs; (b) then, to reimburse the cooperating Party’s costs; and
(c) the remainder allocated seventy percent (70%) to Licensee and thirty percent (30%) to Licensor.
Section 7.3. Defense of Third-Party Claims.
If a third party asserts a claim that the use of any item of Assigned IP within the Korea Territory infringes such third party’s rights, the Parties shall jointly determine the defense strategy, with costs shared in proportion to the affected use, and any resulting damages or settlement allocated consistent with that proportion.
ARTICLE 8
MISCELLANEOUS
Section 8.1. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Korea, without regard to its conflict-of-laws principles. The Parties have selected Korean law to facilitate KIPO registration of the exclusive license and to enable Korean court enforcement of the license against third-party infringers.
Section 8.2. Dispute Resolution.
Any dispute arising out of or relating to this Agreement that the Parties are unable to resolve through good-faith negotiation within thirty (30) days shall be finally resolved by binding arbitration
administered by the Korean Commercial Arbitration Board under its International Arbitration Rules. The seat of arbitration shall be Seoul, the language of arbitration shall be English, and the tribunal shall consist of three arbitrators.
Section 8.3. Compliance with Korean Procurement Law.
The Parties acknowledge that nothing in this Agreement shall be interpreted to restrict Licensee’s ability to participate in Korean public procurement on terms compliant with the State Contracts Act, the Defense Acquisition Act, and the Procurement Business Act. To the extent Korean procurement law mandates rights or compliance steps beyond those contemplated herein, such mandate shall control.
Section 8.4. Notices.
All notices required or permitted hereunder shall be in writing and delivered by hand, internationally-recognized courier, or email (with confirmation of transmission and follow-up by hand or courier), addressed as follows (or to such other address as a Party may designate by notice given as provided herein): If to Licensor:
If to Licensee:
Hallmark Venture Group, Inc. (to be renamed SDR Drone Inc.) 1800 N Town Center Drive, Suite 100 Las Vegas, Nevada 89144 United States of America
Sundori Drone Co., Ltd. 947 Hanam-daero Hanam-si, Gyeonggi-do Republic of Korea Attention: Cho Soon-sik, CEO
Email: [email protected]
Attention: [OFFICER NAME]
Email: [OFFICER EMAIL]
With copy to: Equorix LLC 1270 Avenue of the Americas, 7th Floor Rockefeller Center New York, NY 10020 Attention: Sam Pai Managing Partner
Email: [email protected]
Section 8.5. Relationship with IP Transfer Agreement.
This Agreement is part of an integrated transaction with the IP Transfer Agreement and the Master Services Agreement. In the event of an irreconcilable conflict among these documents, the IP Transfer Agreement shall control as to assignment of title; this Agreement shall control as to the
rights of Licensee within the Korea Territory; and the Master Services Agreement shall control as to services.
Section 8.6. Entire Agreement; Amendment.
This Agreement, together with the IP Transfer Agreement and the Master Services Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, term sheets, and understandings. This Agreement may be amended only by a written instrument signed by both Parties.
Section 8.7. Assignment; Successors.
Neither Party may assign this Agreement without the prior written consent of the other Party, except that Licensor may assign this Agreement to any affiliate or successor in interest to all or substantially all of its business or assets (including by merger, consolidation, reorganization, or sale).
Section 8.8. Counterparts; Electronic Signatures.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures (DocuSign or equivalent) shall be deemed original signatures.
Section 8.9. Severability; Waiver; Headings.
If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver shall be effective unless in writing and signed by the waiving Party. Headings are for convenience only and shall not affect the interpretation hereof.
Section 8.10. Language.
This Agreement is executed in the English language, which shall be the controlling version for all purposes; provided that, for the limited purpose of KIPO registration, the Parties may execute and file a Korean translation, in which case the Korean translation shall be the registered version solely for KIPO purposes.
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
| LICENSOR: | ||
| LICENSEE: | ||
| HALLMARK VENTURE GROUP, INC. (to be renamed SDR Drone Inc.) | ||
| SUNDORI DRONE CO., LTD. | ||
| By: | ||
| By: | ||
| Name: | Cho Soon-sik | |
| Title: | Chief Executive Officer | |
| Date: | ||
| Name: | ||
| Title: | ||
| Date: | ||
Exhibit 10.4
EXECUTION VERSION
MASTER SERVICES AGREEMENT
(FACTORY SETUP · ENGINEERING DISPATCH · TRAINING)
by and between
SDR DRONE INC.
(formerly Hallmark Venture Group, Inc.)
and
SUNDORI DRONE CO., LTD.
Framework Agreement — Engagement-Specific Fees per Statement of Work
Dated as of June 9, 2026
This MASTER SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2026 (the “Effective Date”), by and between:
(a) SDR Drone Inc. (formerly known as Hallmark Venture Group, Inc.), a corporation duly organized and existing under the laws of the State of Florida, United States of America, with its principal office at 1800 N Town Center Drive, Suite 100, Las Vegas, Nevada 89144 (the “Customer” or “SDR USA”); and
(b) Sundori Drone Co., Ltd., a corporation duly organized and existing under the laws of the Republic of Korea, with its registered office at 947 Hanam-daero, Hanam-si, Gyeonggido, Republic of Korea (the “Service Provider” or “SDR Korea”).
Customer and Service Provider are each referred to herein as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, simultaneously herewith, Service Provider has assigned, or has agreed to assign (subject to applicable Transfer Restrictions and the Fallback License mechanism), the Subject IP to Customer pursuant to the Patent Assignment and Technology Transfer Agreement of even date herewith (the “IP Transfer Agreement”);
WHEREAS, Service Provider has unique expertise, personnel, and proprietary know-how relating to the Subject IP, and Customer wishes to engage Service Provider on an arm’s-length, fee-for-service basis to provide engineering, factory-setup, training, and ongoing technical support services for the global commercialization of the Subject IP, including the establishment of foreign joint-venture manufacturing facilities in the Licensed Territories;
WHEREAS, the Parties intend that the services provided hereunder be documented, performed, and paid for separately from the consideration for the IP assignment under the IP Transfer Agreement, in order to comply with Korean Corporate Income Tax Act §52 (Denial of Wrongful Calculation), the Korean International Tax Adjustment Act (transfer pricing), and U.S. Internal Revenue Code §482 (transfer pricing);
WHEREAS, the Parties intend that this Agreement operate as a master framework agreement, under which the specific service fees, hourly or daily rates, scope, deliverables, timelines, and payment milestones applicable to any particular engagement shall be separately negotiated and agreed in good faith on a JV-by-JV (or engagement-by-engagement) basis through individual Statements of Work, taking into account the specific country, regulatory environment, joint-venture partner contributions, project scope, and the then-prevailing market rates for comparable engineering and consulting services, and supported by contemporaneous Korean and U.S. transfer-pricing documentation prepared by an independent accounting firm;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Service Categories. During the Term, and upon the issuance of Statements of Work pursuant to Section 1.5, Service Provider shall provide to Customer (or, at Customer’s direction, to any of its designated affiliates or joint ventures) the categories of services described in subsections (a) through (f) below (collectively, the “Services”). The specific scope, deliverables, and personnel allocated to any engagement shall be set forth in the relevant Statement of Work.
(a) Foreign Factory Setup Services. Site selection support and feasibility studies; manufacturing process know-how transfer (including surface-mount technology line setup, flight-controller board test and burn-in, composite lay-up and cure scheduling, tether-winch assembly process, and Markforged / Stratasys composite three-dimensional print parameter sets); bill-of-materials and supplier qualification methodology transfer (Chinafree, NDAA §848 / Blue UAS compliant); test fixtures, environmental chambers, IP54/IP55 verification, and temperature-cycling protocols; first-article inspection and acceptance test procedures; and ISO 9001 / 14001 implementation playbook deployment.
(b) Engineer Dispatch Package. On a per-engagement basis, dispatch of one or more Service Provider engineers to Customer or joint-venture sites for production-line setup, training, first-article qualification, sustained engineering support, and surge support for major customer engagements or production scale-up. The number of engineers, duration of dispatch, and specific deliverables for any engagement shall be set forth in the applicable Statement of Work, with all travel, lodging, and per-diem costs reimbursed by Customer and engineer time billed at the arm’s-length rates determined for that engagement.
(c) Training Programs. Foundational training of Customer or joint-venture personnel at Service Provider’s Hanam facility (Phase A); on-site practical training at the joint-venture facility (Phase B); and recurring annual refresher and new-product training (Phase C). Training coverage includes operations, maintenance, repair, software, MFS Swarm Operating System, FANET mesh networking, mission planning, and regulatory compliance.
(d) Documentation Package. Operating manuals (English and local language), maintenance and repair guides, parts catalogs, software user guides, test and acceptance procedures, and ISO-aligned quality manuals.
(e) Per-Jurisdiction Specific Adaptations. Country- and joint-venture-specific adaptations as itemized in any applicable Statement of Work, including without limitation heat / desert qualification, cold-weather qualification, maritime / mountainous-terrain qualification, regional language-localization, regional regulatory and procurement certification, and integration with regional defense procurement frameworks.
(f) Regulatory and Certification Support. Korean wind / dust / water resistance certification methodology; pilot training equipment certification; NDAA §848 / Blue UAS / FedRAMP / NATO STANAG 4586/4703 compliance documentation; and similar regulatory and certification support as the Parties may agree from time to time.
1.2 Excluded Services. The Services do not include (a) the actual manufacturing of products (which is performed by joint ventures or by Service Provider in Korea under separate purchase orders); (b) any service that requires personnel to act outside the scope of their professional capacity; or (c) any service that would, in the reasonable opinion of either Party, violate applicable law or export-control regulations.
1.3 Standard of Performance. Service Provider shall perform the Services with the same degree of care, skill, and diligence as exercised by a leading Korean drone-engineering firm. Service Provider shall ensure that all dispatched engineers are appropriately qualified and trained, and shall be responsible for the conduct of its personnel.
1.4 Independent Contractor. Service Provider is an independent contractor. Nothing in this Agreement shall create an employment, partnership, joint venture, or agency relationship between the Parties. Service Provider shall be solely responsible for the employment terms, taxes, and statutory benefits of its personnel.
1.5 Statements of Work. The detailed scope of any specific engagement (including, by way of example, the setup of a particular foreign joint-venture factory or the conduct of a particular training program) shall be documented in a written Statement of Work signed by both Parties, referencing this Agreement and specifying: (a) deliverables; (b) timeline; (c) acceptance criteria;
(d) personnel and rates; (e) payment milestones; and (f) any specific terms supplementing this Agreement. Statements of Work may be executed by Customer or, at Customer’s direction, by any of its affiliates, with Customer guaranteeing the performance and payment of any such affiliate.
ARTICLE 2
FEES AND PAYMENT
2.1 Arm’s-Length Rates Determined Per Statement of Work. This Agreement establishes the master framework for the engagement of Service Provider by Customer. The specific service fees, hourly or daily rates, scope, deliverables, timelines, milestones, and payment terms applicable to any particular engagement shall be separately negotiated and agreed in good faith by the Parties on a JV-by-JV (or engagement-by-engagement) basis through individual Statements of Work executed pursuant to Section 1.5. No fees, rates, or budgets are fixed by this Agreement itself. All fees and rates set forth in any Statement of Work shall be determined on an arm’s-length basis with reference to (i) the then-prevailing market rates for comparable engineering and consulting services in the Korean defense and aerospace technical services market, (ii) the country-specific cost environment, regulatory burden, and joint-venture partner contribution profile for the engagement in question, and (iii) such other commercial factors as the Parties may reasonably consider, in each case supported by contemporaneous transfer-pricing documentation maintained as required by Section 7.3.
2.2 Schedule A — Rate Methodology Template. To support consistent transfer-pricing documentation and Statement-of-Work-level negotiation, the Parties shall maintain Schedule A as a rate methodology template, setting out the categories of personnel, the bases on which rates are computed (hourly, daily, or lump-sum), the methodology for arm’s-length benchmarking, and standard cost-recovery components. Schedule A is intended as a framework reference only and shall not be construed as fixing the rates applicable to any specific engagement; specific rates shall be agreed in the applicable Statement of Work. Schedule A may be reviewed and updated by mutual written agreement of the Parties from time to time.
2.3 Per-Engagement Budgeting. Each joint-venture factory-setup engagement, training program, surge-support deployment, regulatory-certification project, or other service engagement contemplated hereunder shall be the subject of a dedicated Statement of Work specifying the agreed scope and budget for that engagement. The Parties acknowledge that engagement budgets will vary materially across jurisdictions and joint-venture partners — reflecting differences in country-specific labor and travel costs, technical complexity, training intensity, regulatory burden, joint-venture-partner contributions, and timeline — and that no single “standard package” budget is appropriate to all engagements. The good-faith development of each engagement budget shall be informed by the methodology in Schedule A and supported by transfer-pricing documentation.
2.4 Reimbursable Expenses. In addition to the rates determined in each Statement of Work, Customer shall reimburse Service Provider for reasonable and documented out-of-pocket expenses (including travel, lodging, per diem, visa, and in-country logistics) incurred in connection with the Services, in accordance with the expense policy attached as Schedule C. Reimbursement claims shall be submitted with original receipts within thirty (30) days of incurrence.
2.5 Invoicing and Payment. Service Provider shall invoice monthly, in U.S. dollars, with line items by Statement of Work, personnel, hours, and reimbursable expenses, accompanied by supporting time sheets. Payment shall be due net thirty (30) days from receipt of a correct invoice. Late payments shall accrue interest at the lesser of (i) one percent (1%) per month or (ii) the maximum rate permitted by applicable law. Customer shall pay all applicable taxes other than taxes on Service Provider’s income; any Korean withholding tax on cross-border service fees shall be handled in accordance with the Korea–United States Income Tax Convention and applicable Korean tax regulations.
2.6 Payment Milestones (Lump-Sum SOWs). For Statements of Work that adopt a lump-sum fee structure, payment milestones shall be specified in the relevant Statement of Work; by convention and unless otherwise agreed, lump-sum milestones shall be structured as (a) twentyfive percent (25%) upon execution of the Statement of Work (Mobilization); (b) fifty percent (50%) upon achievement of the first-article qualification or equivalent technical milestone; and (c) the remaining twenty-five percent (25%) upon final acceptance of the deliverables.
ARTICLE 3
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
3.1 Ownership of Services-Generated IP. Any intellectual property generated by Service Provider in the course of performing the Services and that constitutes an improvement, modification, derivative work, or new invention with respect to the Subject IP shall be owned by Customer (which holds the Subject IP), subject to the grant-back provisions of the License Back as to the Korea Territory.
3.2 Background IP. Service Provider retains ownership of its background intellectual property (that is, intellectual property existing prior to the Effective Date and not constituting part of the Subject IP) used in providing the Services. To the extent any background intellectual property of Service Provider is necessarily incorporated into the deliverables, Service Provider hereby grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use such background intellectual property in connection with the deliverables.
3.3 Confidentiality. Each Party shall maintain in confidence all non-public information of the other Party received in connection with this Agreement (the “Confidential Information”), using a degree of care no less than that used to protect its own confidential information of like importance, and at all times at least a reasonable degree of care. Confidential Information shall not be used or disclosed except for the purposes of this Agreement. Standard exceptions apply for information that is or becomes publicly known through no breach of this Agreement, was already known to the receiving Party, is rightfully received from a third party without confidentiality obligation, or is independently developed without use of or reference to the Confidential Information.
3.4 Export Control Compliance. Each Party shall comply with all applicable export-control laws, including (a) the U.S. Export Administration Regulations, (b) the U.S. International Traffic in Arms Regulations, (c) U.S. Office of Foreign Assets Control sanctions, and (d) the Korean Foreign Trade Act strategic-items regulations. The Parties shall conduct, and update from time to time, a technology classification analysis for each Statement of Work, identifying any controlled commodity or technology and the corresponding licensing requirements (including deemedexport rules for foreign nationals).
3.5 Source-Code and Know-How Escrow. Upon Closing under the Change of Control Agreement of even date herewith, the Parties shall deposit into a third-party source-code escrow, on terms protecting confidentiality and value, copies of (a) all source code, firmware, and software used in products embodying the Subject IP; (b) bills of materials, supplier qualification records, and manufacturing process documentation; (c) test fixtures and acceptance procedures; and (d) certification documentation. The escrow is intended to provide Customer with continuity of supply in the event of Service Provider’s inability to perform.
ARTICLE 4
QUALITY, ACCEPTANCE, AND WARRANTIES
4.1 Acceptance Criteria. Each Statement of Work shall specify objective acceptance criteria for the deliverables. Upon notice of completion, Customer shall have thirty (30) days to test and accept (or reject with specific written reasons). Failure to respond within such period shall constitute deemed acceptance.
4.2 Warranty. Service Provider warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. For a period of ninety (90) days following acceptance of a given deliverable, Service Provider shall, at no additional charge, correct any defect attributable to its performance, or refund the corresponding portion of the fee, at its option.
4.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 4.2, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
ARTICLE 5
TERM AND TERMINATION
5.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial term of five (5) years, and shall thereafter automatically renew for successive oneyear periods unless terminated by either Party on at least one hundred eighty (180) days’ prior written notice before the end of the then-current term.
5.2 Termination for Cause. Either Party may terminate this Agreement (or any specific Statement of Work) for cause upon material breach by the other Party that is not cured within sixty (60) days of written notice. Service Provider may terminate this Agreement for non-payment that is not cured within thirty (30) days of written notice.
5.3 Effect of Termination. Upon termination: (a) Service Provider shall complete or transition any work-in-progress as instructed by Customer; (b) Service Provider shall return all Customer Confidential Information; (c) Customer shall pay for all Services performed through the effective date of termination; and (d) any provision that by its nature is intended to survive termination shall survive, including provisions relating to confidentiality, intellectual property, indemnification, transfer-pricing cooperation, and dispute resolution.
ARTICLE 6
INDEMNIFICATION AND LIMITATION OF LIABILITY
6.1 Indemnification by Service Provider. Service Provider shall indemnify, defend, and hold harmless Customer and its affiliates from any third-party claim arising from (a) Service Provider’s breach of this Agreement; (b) personal injury, death, or property damage caused by Service Provider’s personnel in the performance of the Services; or (c) any third-party intellectual-property infringement claim arising from Service Provider’s use of its own background intellectual property in the deliverables.
6.2 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Service Provider and its affiliates from any third-party claim arising from (a) Customer’s breach of this Agreement; (b) Customer’s use of the deliverables beyond the scope of the Services; or (c) any third-party intellectual-property infringement claim arising from Customer-provided specifications, materials, or directions.
6.3 Limitation of Liability. EXCEPT FOR FRAUD, BREACH OF CONFIDENTIALITY, BREACH OF EXPORT-CONTROL OBLIGATIONS, AND INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY’S AGGREGATE LIABILITY SHALL EXCEED THE FEES PAID OR PAYABLE UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
ARTICLE 7
MISCELLANEOUS
7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles.
7.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by binding arbitration administered by the Korean Commercial Arbitration Board under the UNCITRAL Arbitration Rules, with seat in Seoul, in English with Korean translation as required, before three arbitrators.
7.3 Transfer-Pricing Cooperation. The Parties acknowledge that this Agreement is part of an integrated cross-border transaction subject to Korean and U.S. transfer-pricing rules. Each Party shall (a) cooperate in the preparation of contemporaneous transfer-pricing documentation for each Statement of Work; (b) maintain consistent positions in tax filings; (c) cooperate in any tax audit, including under any mutual agreement procedure under the Korea–United States Tax Convention; and (d) promptly notify the other Party of any tax-authority inquiry.
7.4 No Recharacterization. The Parties expressly agree that the Services are arm’s-length, fee-for-service services, and that the consideration therefor is solely the cash service fees set forth in the Statements of Work. The Services are not consideration (in whole or in part) for the intellectual-property assignment under the IP Transfer Agreement. Neither Party shall assert a contrary position in any tax, accounting, or financial-reporting context.
7.5 Notices. All notices required hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth on the signature page or to such other address as a Party may designate by written notice.
7.6 Entire Agreement; Amendment. This Agreement, together with the Statements of Work and Schedules executed hereunder, constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument signed by both Parties.
7.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by PDF or electronic signature), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| CUSTOMER: | ||
| SDR DRONE INC. (formerly known as Hallmark Venture Group, Inc.) a Florida corporation | ||
| By: | ||
| Name: | [Officer Name] | |
| Title: | [Title] | |
| Date: | ||
| Address: | 1800 N Town Center Drive, Suite 100 | |
| Las Vegas, Nevada 89144 | ||
| SERVICE PROVIDER: | ||
| SUNDORI DRONE CO., LTD. a corporation of the Republic of Korea | ||
| By: | ||
| Name: | Cho Soon-sik | |
| Title: | Chief Executive Officer | |
| Date: | ||
| Address: | 947 Hanam-daero, Hanam-si, Gyeonggi-do, Republic of Korea | |
SCHEDULES
The following Schedules are to be completed and attached by the Parties from time to time. The absence of any Schedule shall not affect the validity or enforceability of this Agreement, provided that the relevant Statement of Work specifies the agreed terms in lieu thereof. Schedule A Rate Methodology Template — categories of personnel, basis of charge (hourly, daily, lump-sum), arm’s-length benchmarking methodology, and standard cost-recovery components. Actual rates to be determined per Statement of Work. Schedule B Per-Jurisdiction Specific Adaptations — country-specific environmental, regulatory, language, and integration requirements identified from time to time (including for the UAE, Poland, Turkey, the United States, Cambodia, Mongolia, Bangladesh, Japan, India, Thailand, and other Licensed Territories). Schedule C Expense Policy — per diem, lodging caps, class of travel, visa, and in-country logistics reimbursement standards. Schedule D Form of Statement of Work — template specifying deliverables, timeline, acceptance criteria, personnel and rates, payment milestones, and engagement-specific supplemental terms. Schedule E Source-Code and Know-How Escrow Terms — escrow agent, deposit composition, release triggers, and beneficiary rights. Schedule F Export-Control Classification Matrix — U.S. EAR / ITAR and Korean Foreign Trade Act classification methodology and per-engagement determinations.