Transglobal Management Group, Inc. filed a Form 8-K on November 5, 2026, disclosing plans to restructure outstanding convertible promissory notes through individually negotiated exchange agreements and to raise up to $500,000 through a private placement of new convertible preferred stock.

Key Highlights

  • Note exchange structure: The company intends to exchange outstanding convertible promissory notes, including principal and accrued interest, for a new series of convertible preferred stock called the "Exchange Preferred," with related warrants surrendered and canceled.
  • Conversion pricing: The Exchange Preferred would convert into common stock at 75% of the average daily volume-weighted average price for the 10 trading days before conversion, subject to a 4.99% beneficial-ownership limit.
  • Resale limitation: Holders would agree to limit common stock sales received on conversion to up to 15% of their exchanged amount during the 120 days after closing, according to the filing.
  • Private placement target: The company expects to raise up to $500,000 through a private placement of "New Money Preferred" to accredited investors with a pre-existing relationship, with an indicative minimum purchase of $30,000.
  • Control change background: As previously reported, Third Life World, LLC acquired 200 outstanding shares of Series A Preferred Stock, carrying 80% of the company's voting power, under a Control Share Purchase Agreement dated October 2, 2026.
  • Related-party note: One noteholder, Jacquie Angell, is a related party of Marc Angell, the company's Chief Executive Officer; the Board of Directors will approve any agreement with her.
  • Proceeds use: The company disclosed it will use private placement funds to develop Third Life World technology and assets contributed to the company and for general corporate purposes.

Transglobal Management Group Outlines Note Restructuring and New Capital Plans

According to the filing, Transglobal Management Group, Inc. is making this disclosure under Item 7.01 Regulation FD so that information it intends to discuss with holders of its outstanding convertible promissory notes is publicly available before those discussions begin. The company stated it does not intend to provide any holder with material nonpublic information in connection with these discussions.

The note exchange process, as described in the filing, would be conducted through separate, privately negotiated agreements with individual holders. The company disclosed that no exchange agreement will be conditioned on participation by any other holder, no minimum amount of notes must be exchanged, and no deadline or offer period has been or will be set. Final terms are expected to differ among holders based on factors including position size, issue date, maturity, default status, accrued interest, prior conversions, and related warrants. The filing states that the exchange is expected to be exempt from registration under Section 3(a)(9) of the Securities Act of 1933. The company's officers will conduct discussions and will receive no commission or other remuneration for doing so.

Separately, the private placement of New Money Preferred is described as fully independent from the note exchange. The filing states neither transaction is a condition of the other. The New Money Preferred carries the same indicative conversion pricing as the Exchange Preferred, at 75% of the 10-trading-day volume-weighted average price before conversion, with the same 4.99% beneficial-ownership cap, which a holder may increase to 9.99% on 61 days' notice. The filing noted that no transaction will be binding until definitive agreements are signed and that there is no assurance any transaction will be completed.

What Was Disclosed

Transglobal Management Group filed an 8-K on November 5, 2026, disclosing plans to restructure convertible promissory notes individually with existing holders and to conduct a separate private placement of new convertible preferred stock targeting up to $500,000 from accredited investors with pre-existing relationships.