TMGI 8-K
Transglobal Management Group, Inc. (TMGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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Registrant’s telephone number, including
area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.01. Changes in Control of Registrant
On June 15, 2026, Kelly Kirchhoff entered into an Assignment Agreement pursuant to which he transferred sixty-one (61) shares of the Company's Series A Preferred Stock to Jeff Foster for valuable consideration. Prior to the transaction, Mr. Kirchhoff beneficially owned one hundred thirty-three (133) shares of the Company's Series A Preferred Stock and Mr. Foster beneficially owned sixty-seven (67) shares of the Company's Series A Preferred Stock. Following the transaction, Mr. Foster beneficially owns one hundred twenty-eight (128) shares of Series A Preferred Stock and Mr. Kirchhoff beneficially owns seventy-two (72) shares of Series A Preferred Stock, together constituting all of the issued and outstanding Series A Preferred Stock of the Company. Pursuant to the rights and preferences of the Series A Preferred Stock, ownership thereof provides the holders with voting rights sufficient to control matters submitted to shareholders, including the election of directors. As a result of the transaction, voting control of the Company shifted from Mr. Kirchhoff to Mr. Foster. Following the transaction, Mr. Foster possesses voting control of the Company. There were no changes to the Company's officers or directors in connection with the transaction. Mr. Foster continues to serve as the Company’s President and Chairman of the Board of Directors, and Mr. Kirchhoff continues to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The transaction was effected pursuant to an Assignment Agreement and an Irrevocable Stock Transfer Power, each dated June 15, 2026. Except for the consideration paid by Mr. Foster to Mr. Kirchhoff, no funds were borrowed or otherwise obtained for the purpose of acquiring control of the Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| 10.1 | Assignment Agreement dated June 15, 2026, by and between Kelly Kirchhoff and Jeff Foster. |
| 10.2 | Irrevocable Stock Transfer Power dated June 15, 2026, executed by Kelly Kirchhoff in favor of Jeff Foster. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Transglobal Management Group, Inc. | ||
| Date: June 18, 2026 | By: /s/ Kelly L. Kirchhoff | |
| Kelly L. Kirchhoff | ||
| Chief Executive Officer |
| 3 |
Exhibit 10.1
ASSIGNMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
That Kelly Kirchhoff (the "Assignor"), for good and valuable consideration and cash, the receipt and sufficiency of which are hereby acknowledged, does hereby assign and transfer to Jeff Foster (the "Assignee”), sixty-one (61) Series A Preferred Shares of Transglobal Management Group, Inc. (the “Assigned Shares”).
The Assignor covenants and agrees to, on behalf of and for the benefit of the Assignee, warrant and defend title to the Assigned Shares hereby sold and assigned to the Assignee, against all and every person and persons whomsoever. The Assignor warrants that it is the lawful holder in every respect of the Assigned Shares and that the Assigned Shares are held free and clear of any and all liens, security agreements, encumbrances, claims, demands and charges of every kind and character whatsoever.
IN WITNESS WHEREOF, the Assignor has executed this Assignment as of the 15th day of June, 2025.
| “Assignor” | |
| KELLY KIRCHHOFF | |
| By: /s/ Kelly Kirchoff | |
| Kelly Kirchhoff, individually |
Agreed and accepted:
TRANSGLOBAL MANAGEMENT GROUP, INC.
/s/ Kelly Kirchoff
Kelly Kirchhoff, Chief Executive Officer
Exhibit 10.2
IRREVOCABLE STOCK TRANSFER POWER
For Value Received, the undersigned does (do) hereby sell, assign and transfer to
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Jeff Foster | |
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IF STOCK, COMPLETE THIS PORTION |
61 share(s) of the Series A Prefered Stock of Transglobal Management Group, Inc. held in book entry form in the name of the undersigned on the books and records of the Company. |
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IF LLC UNITS, COMPLETE THIS PORTION |
Class __ membership units representing % all outstanding units and % of the outstanding voting securities __________________ of (the “Company”) represented by certificate(s) No(s) ________ inclusive, standing in the name of the undersigned on the books of said Company.
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IMPORTANT: The signature(s) to this power must correspond with the names(s) as written upon the face of the certificate(s) or membership register in every particular without alteration | ||||
| FOR OFFICE USE ONLY | ||||
| Kelly Kirchhoff | ||||
| TITLE WHICH APPEARS ON CERTIFICATE | /s/ Kelly Kirchoff | |||
| Account No. ____________________________ | ||||
| TITLE WHICH APPEARS ON CERTIFICATE | ||||
| Dated June 15, 2026 |