GAMG secures $10M convertible note facility

Global Asset Management Group, Inc. entered into a strategic financing relationship with Leonite Fund I, LP built around a senior secured convertible note facility of $10 million.

Rhea-AI Filing Summary

Global Asset Management Group, Inc. entered into a strategic financing relationship with Leonite Fund I, LP built around a senior secured convertible note facility of $10 million. The facility will be funded in tranches and is intended to finance income-producing multifamily real estate acquisitions and general working capital.

The credit structure includes senior secured status tied to specific assets, defined maturity and interest terms, conversion features for potential long-term equity participation, prepayment flexibility, and restrictions aimed at protecting the capital structure. Management highlights that proceeds are expected to flow into asset-backed real estate, supporting measured growth while the company retains discretion over draw timing and prepayments.

Insights

Credit and capital markets analyst

GAMG adds a $10M secured, convertible credit line to fund real estate growth.

Global Asset Management Group has arranged a senior secured convertible note facility of $10 million with Leonite Fund I, LP. The funding is staged in tranches, with proceeds earmarked mainly for income-producing multifamily real estate acquisitions and related working capital.

The facility is secured by specific assets and carries defined maturity, interest, and conversion terms, allowing Leonite potential long-term equity participation. Tranche funding and senior security can encourage disciplined deployment, while the company keeps discretion over when to draw, how to allocate proceeds within the stated uses, and when to prepay.

Management links this financing to broader initiatives such as expanding the Washington, D.C. portfolio, integrating in-house asset management, and strengthening governance and capital markets infrastructure. Future disclosures in company filings may provide more detail on draw activity, real estate acquisitions completed using this facility, and any equity issued upon note conversion.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did GAMG (GAMG) secure with Leonite Fund I, LP?

Global Asset Management Group secured a senior secured convertible note facility of $10 million from Leonite Fund I, LP. The facility will be funded in tranches to support income-producing multifamily real estate acquisitions and related working capital needs.

How will GAMG (GAMG) use the $10 million Leonite facility?

GAMG plans to use proceeds primarily as equity for acquiring income-producing multifamily real estate and for general working capital. Subsequent tranches are earmarked for additional property acquisitions within the company’s real estate-focused growth strategy.

What are the key features of GAMG’s senior secured note facility?

The facility is described as senior secured against specific assets, with defined maturity and interest terms, conversion features for potential equity participation, prepayment flexibility for the company, and restrictions aimed at preserving capital structure integrity over time.

How does the Leonite financing affect GAMG’s growth strategy?

The Leonite financing is intended to fund asset-backed real estate expansion while maintaining structured oversight. Management believes it supports disciplined, staged growth, reinforces balance-sheet quality, and aligns with the company’s long-term focus on income-producing multifamily properties.

What flexibility does GAMG retain under the Leonite financing arrangement?

GAMG retains discretion over draw timing, use of proceeds, and prepayment within the agreed structure. This allows management to match capital deployment to specific real estate opportunities while operating under the senior secured, convertible terms.

How does this financing relate to GAMG’s broader corporate initiatives?

Management states the Leonite financing complements ongoing efforts including expanding the Washington, D.C. real estate portfolio, integrating in-house asset management, strengthening governance and advisory infrastructure, and enhancing the company’s capital markets foundation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/24/2026 - 05:14 PM Learn about SEC filing dates

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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): March 18, 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 8.01 Other Events.

Global Asset Management Group, Inc. (OTC: GAMG) Establishes Strategic Financing Relationship

On March 18, 2026, the Company completed a series of Agreements to establish a strategic financing relationship with Leonite Fund I, LP (“Leonite”), designed to support the Company’s continued expansion through asset-backed real estate investments and disciplined capital deployment.

The financing relationship provides the Company with structured capital aligned with the Company’s long-term growth strategy, while preserving flexibility as the Company scales its asset base and operating platform.

Overview of the Leonite–GAMG Relationship

Under the terms of the Agreements, Leonite intends to provide GAMG with initial access to a senior secured convertible note facility of $10 million, to be funded in tranches for real estate acquisitions. Proceeds will be used as equity for acquiring income-producing multifamily real estate and general working capital, with subsequent tranches earmarked for additional property acquisitions.

The credit facility is structured with:

·	Senior secured positioning tied to specific assets
·	Defined maturity and interest terms
·	Conversion features aligned with long-term equity participation
·	Prepayment flexibility for the Company
·	Restrictions designed to protect capital structure integrity

Management of the Company believes this structure reflects a capital partner aligned with asset-level discipline rather than short-term market dynamics, and strengthens the Company across several dimensions:

· Access to Institutional Capital

The facility provides GAMG with capital from an experienced investment fund accustomed to structured, asset-backed transactions.

· Alignment With Asset-Backed Growth

Proceeds are intended to be deployed directly into income-producing real estate, reinforcing balance-sheet quality rather than speculative use of funds.

· Capital Structure Discipline

The senior secured nature of the financing, combined with staged funding, supports measured growth while maintaining oversight and accountability.

· Flexibility for Shareholders

The Company retains discretion over draw timing, use of proceeds, and prepayment, allowing management to optimize capital deployment as opportunities arise. Management believes these efforts collectively position GAMG as a more institutionally credible platform, capable of responsibly deploying capital at scale.

The Leonite financing complements several recent initiatives undertaken by the Company, including:

·	Expansion of the Company’s Washington, D.C. real estate portfolio
·	Integration of in-house asset management capabilities
·	Strengthening of governance and advisory infrastructure
·	Enhancements to the Company’s capital markets foundation

The foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements set forth in the Exhibits hereto.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 10.1	Senior Secured Promissory Note Agreement
Exhibit 10.2	Securities Purchase Agreement
Exhibit 10.3	Common Share Purchase Warrant Agreement
Exhibit 104	Inline XBRL for the cover page of this Current Report on Form 8-K

3

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:  March 24, 2026	By:	/s/ John Murray
	Name:	John Murray
	Title:	President

4

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

• EX-10.1 CONVERTIBLE PROMISSORY NOTE 167.8 KB
• EX-10.2 SECURITIES PURCHASE AGREEMENT 135.8 KB
• EX-10.3 COMMON SHARE PURCHASE WARRANT 70.1 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB