Global Asset Management Group (GAMG) taps Alpine and launches advisory board

Rhea-AI Filing Summary

Global Asset Management Group, Inc. entered into a six-month, non-exclusive Placement Agent Agreement with Alpine Securities Corporation to help arrange a proposed common stock offering on a best-efforts basis. Alpine will earn a cash fee equal to 5% of gross proceeds from any sales it sources and will receive warrants to buy shares equal to 10% of the dollar amount raised, with an exercise price set at 120% of the closing bid on the offering’s closing date for three years.

Separately, the company will compensate Alpine with a non-refundable $100,000 retainer paid in restricted common shares valued at $0.20 per share, deemed fully earned as of the agreement date. The board also created a Board of Advisors and adopted an advisory charter effective January 15, 2026 to support the company’s growth strategy and capital markets engagement, with further details described in an accompanying press release.

Insights

Capital markets and corporate governance analyst

Company secures a placement agent and adds an advisory board to support future financing and growth plans.

Global Asset Management Group, Inc. has engaged Alpine Securities Corporation on a non-exclusive, best-efforts basis to support a proposed common stock offering. Alpine’s compensation is tied directly to capital raised, including a 5% cash fee on gross proceeds from its investor introductions and warrants covering 10% of the dollar amount raised, exercisable at 120% of the closing bid for three years. This structure aligns Alpine’s upside with successful fundraising, while leaving the ultimate offering terms to company–investor negotiations.

The company will also pay Alpine a non-refundable $100,000 retainer in restricted common shares at $0.20 per share, providing immediate equity-based compensation regardless of whether the offering closes. In parallel, the board has established a Board of Advisors with a formal charter effective January 15, 2026, intended to bolster strategic input around asset expansion, growth opportunities, and capital markets outreach. Subsequent press releases referenced here are expected to elaborate on the advisory board’s composition and role.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________________________

FORM 8-K

_____________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  January 15, 2026

_____________________________________________________________

GLOBAL ASSET MANAGEMENT GROUP, INC.

Wyoming		0-08962		84-1641415
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

51 Monroe Street, Suite 1505

Rockville, MD 20852

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (240) 398-8319

_____________________________________________________________

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 (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:  NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 15, 2026, the Registrant entered into a non-exclusive Placement Agent Agreement with Alpine Securities Corporation in connection with a proposed offering of Common Stock of the Company. The Agreement is for a period of six months.

Alpine has been retained solely to act as placement agent in connection with the Offering on a non-exclusive and best-efforts basis and no fiduciary relationship between Alpine and the Company or any of its affiliates has been created with respect to any transaction contemplated by this agreement. The pricing and structure of the Offering will be established by the Company following direct negotiations with prospective investors.

Alpine may also provide the following additional services, if requested by Company: (i) assist in the formulation of the terms and structure of any reasonable proposed business combination transaction involving the Company, including without limitation, any merger or consolidation, sale of assets, or sale or exchange of stock (a "Business Combination"); (ii) assist in the presentation to the Board of Directors of the Company of any proposed transaction; (iv) advise the Company in the preparation of press releases and other communications with the financial and investment communities; and (v) assist the Company in its efforts to have its securities listed on a nationally listed stock exchange.

Concurrently with the closing of the Offering (or each closing in the event more than one closing is held) involving an Agent Source, the Company will pay Alpine a cash fee equal to: 5% of the gross proceeds received from the sale of the Securities. Alpine shall also receive warrants to purchase such number of shares of Company’s common stock as which will equal ten percent (10%) of the dollar amount raised through the Offering, priced at 120% of the closing bid on the closing date of the Offering, during the three (3) year period (the “Warrant Fee”).

The Company shall, regardless of whether the Offering is consummated, be responsible for and shall pay all expenses incurred by the Company in connection with the proposed Offering. Alpine shall be responsible for internal costs and expenses incurred by Alpine, including fees of Alpine’s counsel. Company agrees to pay out-of-pocket expenses incurred by Alpine with the Company’s prior written approval. Except as provided herein, no fee paid or payable to Alpine or any of its affiliates shall be credited against any other fee paid or payable to Alpine or any of its affiliates.

As compensation for the services to be rendered by Alpine pursuant to the Agreement, the Company agrees to pay Alpine a retainer fee (the "Retainer Fee") of $100,000 of restricted Common shares at $.20 per share. Notwithstanding the foregoing provision, the Retainer Fee is non- refundable and will be deemed vested and fully-earned as of the date of the Agreement.

Item 8.01 Other Events.

On January 15, 2026, the Board of Directors of the Company authorized the establishment of its Board of Advisors and the adoption of a comprehensive Board of Advisors Charter, effective January 15, 2026. The formation of the Advisory Board represents an important step in strengthening the Company’s strategic infrastructure as the Company continues to expand its asset base, evaluate growth opportunities, and enhance engagement across capital markets, real estate, and operating businesses.

Furnished as Exhibit 99.1 to this Current Report on Form 8-K is a press release issued by the Company on January 21, 2026 with regard to the establishment of the Advisory Board.

The information in this Item 8.01 and in Exhibit 99.1 and Exhibit 99.2 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Placement Agent Agreement dated January 15, 2026
99.1		Press Release related to the establishment of the Company’s Advisory Board
104		Inline XBRL for the cover page of this Current Report on Form 8-K

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GLOBAL ASSET MANAGEMENT GROUP, INC.
Dated:  January 21, 2026	By:	/s/ John Murray
	Name:	JOHN MURRAY
	Title:	President

3

FAQ

What agreement did Global Asset Management Group (GAMG) enter into with Alpine Securities?

Global Asset Management Group, Inc. entered into a six-month, non-exclusive Placement Agent Agreement with Alpine Securities Corporation for a proposed common stock offering on a best-efforts basis.

How will Alpine Securities be compensated under the Global Asset Management Group (GAMG) agreement?

Alpine will receive a cash fee equal to 5% of gross proceeds from securities sold through its efforts and warrants to purchase shares equal to 10% of the dollar amount raised, priced at 120% of the closing bid on the offering’s closing date for three years.

What is the retainer fee Global Asset Management Group (GAMG) will pay to Alpine?

As a retainer fee, Global Asset Management Group, Inc. will pay Alpine $100,000 in restricted common shares valued at $0.20 per share, and this fee is non-refundable and fully earned as of the agreement date.

Who is responsible for expenses related to the proposed offering at Global Asset Management Group (GAMG)?

Global Asset Management Group, Inc. will be responsible for expenses it incurs in connection with the proposed offering, while Alpine covers its internal costs and legal fees; out-of-pocket expenses for Alpine require the company’s prior written approval.

What new governance structure did Global Asset Management Group (GAMG) establish?

The Board of Directors authorized the creation of a Board of Advisors and adopted a comprehensive Board of Advisors Charter effective January 15, 2026, aimed at strengthening the company’s strategic infrastructure and capital markets engagement.

Where can investors find more details on Global Asset Management Group’s (GAMG) new Advisory Board?

Additional details are provided in a press release dated January 21, 2026, furnished as Exhibit 99.1, which discusses the establishment of the Advisory Board.