Transglobal Management Group Inc.

11/05/2026 | Press release | Distributed by Public on 11/05/2026 13:02

Regulation FD Disclosure (Form 8-K)

Item 7.01 Regulation FD Disclosure

Transglobal Management Group, Inc. (the "Company") is filing this report so that the information it intends to discuss with holders of its outstanding convertible promissory notes (the "Notes") is available to the public before those discussions begin. The Company does not intend to provide any holder with material nonpublic information in connection with these discussions.

Background

As previously reported in the Company's Current Report on Form 8-K for an event dated October 2, 2026, Third Life World, LLC acquired the Company's 200 outstanding shares of Series A Preferred Stock, which carry 80% of the Company's voting power, under a Control Share Purchase Agreement dated October 2, 2026. In connection with that transaction, Third Life World, LLC agreed to contribute certain technology assets to the Company. The Company intends to restructure the Notes to support the development of those assets.'

Part A: Note Exchange Discussions

The Company intends to restructure the Notes only through separate, privately negotiated exchange agreements with individual holders. The Company is not making an offer to the holders of the Notes as a group, and it is not commencing a tender offer or exchange offer. The note exchange is a separate transaction from the private placement described in Part B, and neither is a condition of the other.

Process

The Company will conduct its discussions with holders as follows:

1. Individual negotiation. The Company will contact each holder, or its designated representative, separately and will negotiate the terms of any exchange directly with that holder. Each holder may propose its own terms. The Company expects final terms to differ among holders based on, among other things, the size of the holder's position, the issue date, maturity and default status of its Notes, the accrued interest and default amounts claimed, prior conversions and related warrants.
2. No minimum participation. No exchange agreement with any holder will be conditioned on the participation of any other holder or on any minimum amount of Notes being exchanged. The Company may reach an agreement with one holder, several holders or none, and each agreement will close on its own terms and timing.
3. No deadline or offer period. The Company has not set and will not set a deadline, expiration date or offer period for holders to respond. No holder is required to respond to the Company or to make any decision by any date.
4. No public solicitation. Discussions will be limited to existing holders of the Notes, each of which has an existing financing relationship with the Company. The Company will not solicit holders of its common stock or any other security, will not issue press releases or conduct promotional or investor-relations activity about these discussions, and will not engage any information agent, dealer-manager, soliciting agent or finder. The Company's officers will conduct the discussions and will receive no commission or other remuneration for doing so.
5. Independent evaluation. The Company expects each holder to evaluate any proposed exchange with its own legal and financial advisors and to negotiate the terms it considers appropriate for its own position.
6. No acceptance on the basis of this report. The Company will not accept any Note, election or indication of interest on the basis of this report. Any exchange will be documented only in a definitive exchange agreement signed by the Company and the individual holder.
Transglobal Management Group Inc. published this content on November 05, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 05, 2026 at 19:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]