Marquie Group (OTC: TMGI) narrows GetGolf.com control deal by dropping golf course asset

Rhea-AI Filing Summary

The Marquie Group, Inc. entered into a Second Amended and Restated Purchase Agreement with GetGolf.com and the existing sellers on January 19, 2026, replacing the prior agreement in full. The updated deal confirms that GetGolf.com still intends to acquire voting control of the company but on a reduced asset base.

The revised agreement formally excludes the Mountain Brook Golf Course from the transaction after the parties were unable to reach mutually acceptable funding and other terms tied to that asset. The filing notes that this exclusion is a material change that reduces the overall scale of the transaction compared to what was originally announced. Certain payments to Marc Angell are also recharacterized as purchase price consideration rather than compensation for services, while other key terms remain substantially consistent with earlier disclosures.

Positive

• None.

Negative

• Mountain Brook Golf Course excluded, reducing transaction scale: The amended agreement removes this previously contemplated asset and the company states this is a material change that reduces the overall size of the GetGolf.com transaction.

Insights

M&A and corporate actions analyst

Transaction proceeds with GetGolf.com but on a smaller scale after dropping a key golf course asset.

The company and GetGolf.com have replaced their earlier purchase agreement with a Second Amended and Restated Purchase Agreement dated January 19, 2026. GetGolf.com still plans to acquire voting control of The Marquie Group, Inc., so the strategic shift in control remains intact despite changes to the asset mix.

A central change is that the Mountain Brook Golf Course, originally contemplated in the deal and tied to additional third-party financing on mutually acceptable terms, has been formally excluded. The filing explicitly states that this exclusion is a material change and reduces the scale of the transaction as originally announced, indicating a smaller operating footprint or asset base under the new structure.

The agreement also recharacterizes certain payments to Marc Angell as purchase price consideration instead of compensation for services, which may affect how value is allocated between sellers and the corporate entity, though specific amounts are not detailed in the excerpt. Overall, the control transaction continues under revised, downsized terms, and future company filings may further clarify the strategic and financial implications of this narrower asset package.

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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 19, 2026

The Marquie 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: (800) 351-3021

(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 October 20, 2025, as previously disclosed, The Marquie Group, Inc. (the “Company” or “TMGI”) entered into a Purchase Agreement with Marc Angell and Jacquie Angell (the “Sellers”) and GetGolf.com (the “Buyer”), as amended on December 8, 2025, pursuant to which the Buyer agreed to acquire voting control of the Company.

On January 19, 2026, the Company, the Sellers, and the Buyer entered into a Second Amended and Restated Purchase Agreement (the “Second Amended Purchase Agreement”), which amends and restates the prior agreement in its entirety.

The Second Amended Purchase Agreement reflects, among other things, (i) the formal exclusion of the Mountain Brook Golf Course from the transaction for several reasons, including the inability to arrive at mutually acceptable terms previously contemplated with respect to that asset; and (ii) the recharacterization of certain payments to Marc Angell as purchase price consideration rather than compensation for services. Except as described above, the material terms of the transaction remain substantially consistent with those previously disclosed.

The foregoing description of the Second Amended Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended Purchase Agreement, which is filed as an exhibit to this Current Report on Form 8-K.

Item 8.01 Other Events

As previously disclosed, the Company’s transaction with GetGolf.com originally contemplated the inclusion of the Mountain Brook Golf Course as part of the assets to be acquired. The inclusion of that asset was subject to several items, including but not limited to, the Buyer obtaining additional third-party financing on mutually acceptable terms. As reflected in the Second Amended and Restated Purchase Agreement entered into on January 19, 2026, for various reasons such acceptable terms related to funding and other items were not obtained, and, accordingly, the Mountain Brook Golf Course was excluded from the transaction. The exclusion of the Mountain Brook Golf Course represents a material change to the assets originally contemplated in the transaction and reduces the scale of the transaction as originally announced. The Company continues to proceed with the transaction as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Second Amended and Restated Purchase Agreement by and between Marc and Jacquie Angell and GetGolf.com LLC dated January 19, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	The Marquie Group, Inc.
Date: January 20, 2026	By:	/s/ Jeff Foster
		Jeff Foster
		Chief Executive Officer

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FAQ

What did The Marquie Group, Inc. (TMGI) announce in this 8-K?

TMGI disclosed that on January 19, 2026 it entered into a Second Amended and Restated Purchase Agreement with the existing sellers and GetGolf.com. This new agreement replaces the prior purchase agreement and continues to provide for GetGolf.com to acquire voting control of TMGI under revised terms.

How did the Second Amended Purchase Agreement change the GetGolf.com transaction for TMGI?

The Second Amended Purchase Agreement keeps the overall structure of GetGolf.com acquiring voting control of TMGI but modifies key details. It formally excludes the Mountain Brook Golf Course from the assets involved and recharacterizes certain payments to Marc Angell as purchase price consideration rather than compensation for services, while other material terms remain substantially consistent with prior disclosures.

Why was the Mountain Brook Golf Course removed from The Marquie Group (TMGI) transaction with GetGolf.com?

The filing explains that including the Mountain Brook Golf Course depended on several items, including GetGolf.com obtaining additional third-party financing on mutually acceptable terms. Those acceptable terms related to funding and other items were not obtained, so the asset was excluded from the transaction in the Second Amended and Restated Purchase Agreement.

How does excluding the Mountain Brook Golf Course affect TMGI’s deal with GetGolf.com?

TMGI states that excluding the Mountain Brook Golf Course is a material change to the assets originally contemplated in the transaction and that it reduces the scale of the deal as originally announced. Despite this reduction, the company continues to proceed with the transaction as amended.

Does The Marquie Group (TMGI) still plan to complete its transaction with GetGolf.com after this amendment?

Yes. The company notes that it continues to proceed with the transaction as amended, meaning the GetGolf.com acquisition of voting control is still moving forward under the revised, smaller asset package defined in the Second Amended and Restated Purchase Agreement.

What exhibit related to the GetGolf.com transaction did TMGI file with this 8-K?

TMGI filed the Second Amended and Restated Purchase Agreement dated January 19, 2026 as Exhibit 10.1, along with a cover page interactive data file as Exhibit 104.