Transglobal sets $5M standby equity deal with MacRab

Transglobal Management Group, Inc. entered into a Standby Equity Commitment Agreement with MacRab LLC, giving the company the option to sell up to $5,000,000 of common stock over time at its discretion.

Accepted by SEC EDGAR 03/03/2026 - 04:01 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Transglobal Management Group, Inc. entered into a Standby Equity Commitment Agreement with MacRab LLC, giving the company the option to sell up to $5,000,000 of common stock over time at its discretion. Shares will be sold at 85% of the average of the two lowest volume-weighted average prices over five trading days after each clearing date, with a minimum price of $0.001 per share.

MacRab’s ownership is capped at 4.99% of Transglobal’s outstanding shares at any time. Transglobal also agreed, under a separate Registration Rights Agreement, to register the resale of shares issued under this equity facility and to seek effectiveness of that registration statement.

Insights

Capital markets analyst

Transglobal secures a flexible but dilutive standby equity source.

Transglobal Management Group arranged a Standby Equity Commitment Agreement allowing sales of up to $5,000,000 in common stock to MacRab LLC. Pricing at 85% of the average of the two lowest VWAPs in a five-day window implies a built-in discount for the investor.

This structure can provide ongoing access to equity capital at the company’s discretion, but each draw involves issuing new shares, which can dilute existing holders. The 4.99% ownership cap and required resale registration help define how much stock MacRab may hold and how shares can enter the market over time.

8-K Event Classification

2 items: 1.01, 9.01

2 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 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 equity financing did Transglobal Management Group (TMGI) arrange with MacRab LLC?

Transglobal Management Group entered a Standby Equity Commitment Agreement with MacRab LLC for up to $5,000,000 of common stock. The company can sell shares over time at its discretion, providing a flexible equity funding source subject to pricing and ownership limits.

How is the share purchase price determined under Transglobal’s agreement with MacRab for TMGI stock?

Shares sold to MacRab are priced at 85% of the average of the two lowest volume-weighted average prices over five trading days after each clearing date. This formula, plus a $0.001 per-share floor, sets the effective discount for the investor.

What is the ownership cap for MacRab LLC in the Transglobal (TMGI) standby equity deal?

MacRab’s beneficial ownership of Transglobal’s common stock may not exceed 4.99% of the company’s then-issued and outstanding shares. This cap limits how much of the company MacRab can hold at any time under the equity commitment arrangement.

What registration obligations did Transglobal Management Group (TMGI) agree to for shares sold to MacRab?

Transglobal agreed to a Registration Rights Agreement requiring it to file a registration statement for the resale of shares issued under the equity commitment. The company also committed to use commercially reasonable efforts to have that registration statement declared effective.

Does Transglobal control when to sell shares under the MacRab equity commitment for TMGI?

Yes. Transglobal controls the timing and amount of any common stock sales to MacRab under the agreement, subject to stated conditions. This allows the company to decide when to draw on the up to $5,000,000 facility based on its capital needs.

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

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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): February 17, 2026

TRANSGLOBAL MANAGEMENT GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Florida	000-54163	26-2091212
(State of Other Jurisdiction	(Commission File	(IRS Employer
Of Incorporation)	Number)	Identification No.)

7901 4th Street North, Suite 4887 St. Petersburg, Florida	33702
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 989-4653

The Marquie Group, Inc.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

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

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On February 17, 2026, Transglobal Management Group, Inc. (the “Company”) entered into a Standby Equity Commitment Agreement (the “Equity Financing Agreement”) with MacRab LLC (the “Investor”). Pursuant to the Equity Financing Agreement, the Investor has agreed, subject to the terms and conditions set forth therein, to purchase from the Company up to $5,000,000 of shares of the Company’s common stock, par value $0.0001 per share, from time to time at the Company’s discretion. The purchase price for shares sold under the Equity Financing Agreement will be equal to 85% of the average of the two (2) lowest volume weighted average prices of the Company’s common stock on the OTCID Basic Market during the five (5) trading days immediately following the applicable clearing date, subject to a contractual minimum price of $0.001 per share. The Company controls the timing and amount of any sales under the Equity Financing Agreement, subject to the conditions set forth therein. The Investor’s beneficial ownership of the Company’s common stock may not exceed 4.99% of the Company’s then-issued and outstanding shares at any time, in accordance with the terms of the Equity Financing Agreement.

The Company has also entered into a Registration Rights Agreement with the Investor pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering the resale of shares issued under the Equity Financing Agreement and to use commercially reasonable efforts to cause such registration statement to be declared effective. The Equity Financing Agreement contains customary representations, warranties, and covenants of the parties.

The foregoing description of the Equity Financing Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, copies of which is filed as an exhibit hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1*     Standby Equity Commitment Agreement, dated February 17, 2026, by and between Transglobal Management Group, Inc. and MacRab LLC.

10.2*     Registration Rights Agreement, dated February 17, 2026

104       Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

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

	Transglobal Management Group, Inc.
Date: March 3, 2026	By:	/s/ Jeff Foster
		Jeff Foster
		Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 STANDBY EQUITY COMMITMENT AGREEMENT 147.0 KB
• EX-10.2 REGISTRATION RIGHTS AGREEMENT 89.7 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 34.1 KB
• EX-101 XBRL PRESENTATION FILE 22.2 KB