Hallmark Venture Group Announces Leadership Changes

TL;DR

Hallmark Venture Group shakes up leadership with new CEO and CFO, plus a new material agreement.

AI Summary

Hallmark Venture Group, Inc. announced on September 26, 2024, the departure of director Michael J. Collins and the appointment of new officers, including President and CEO, David L. Nelson, and CFO, Michael J. Collins. The company also entered into a material definitive agreement.

Why It Matters

Significant leadership changes can signal a shift in company strategy or operational focus, potentially impacting future performance and investor confidence.

Risk Assessment

Risk Level: medium — Leadership changes and new agreements introduce uncertainty about future strategy and execution, warranting a medium risk assessment.

Key Players & Entities

• Hallmark Venture Group, Inc. (company) — Registrant
• Michael J. Collins (person) — Departing Director and Appointed Officer
• David L. Nelson (person) — Appointed President and CEO
• September 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $500,000 — pany") authorized the issuance of up to $500,000 in non-convertible promissory notes. Th
• $2.00 — rant shall be exercisable at a price of $2.00 per share and shall expire two years af
• $50,000 — n October 9, 2024, the Company issued a $50,000 promissory note and a warrant to purcha
• $1,000,000 — onths and entitles Mr. Bloomberg to (i) $1,000,000 in shares of Company common stock; (ii)
• $340,000 — in shares of Company common stock; (ii) $340,000 in annual salary; and (iii) a tiered pe

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex10-1.htm (EX-10.1) — 58KB
• ex10-2.htm (EX-10.2) — 16KB
• ex10-3.htm (EX-10.3) — 42KB
• ex10-4.htm (EX-10.4) — 109KB
• ex10-5.htm (EX-10.5) — 60KB
• 0001493152-24-043635.txt ( ) — 551KB
• hllk-20240926.xsd (EX-101.SCH) — 3KB
• hllk-20240926_lab.xml (EX-101.LAB) — 33KB
• hllk-20240926_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT On October 9, 2024, Hallmark Venture Group, Inc. (the "Company") authorized the issuance of up to $500,000 in non-convertible promissory notes. The notes, when issued, will bear interest at a rate of 12% per month and will be due and payable six months after issuance. Purchasers of the notes will also be issued a common stock purchase warrant (each a "Warrant"). The warrant shall be exercisable at a price of $2.00 per share and shall expire two years after the issuance date. Also on October 9, 2024, the Company issued a $50,000 promissory note and a warrant to purchase 1,250 shares of Company common stock. On October 31, 2024 , the "Company and Creative Venture Capital LTD ("CVC") entered into an Agreement for the Supply of Introductory Services & Financing Partners (the "CVC Agreement") whereby CVC agreed to introduce the Company to prospective clients and business partners. In exchange for said services, CVC will receive 5% of all revenue generated by the Company as a direct result of introductions made under the CVC Agreement. A copy of the aforementioned documents which are filed as Exhibits hereto and incorporated by reference in this Current Report on Form 8-K.

02

ITEM 5.02 ELECTION OF DIRECTORS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On October 31, 2024, Nicholas Cardosi was nominated and appointed as a Director of the Company. Nick Cardosi has spent over 12 years building and managing high-impact partnerships in search engine marketing and programmatic advertising. Throughout his career, he has held pivotal roles at Carbon DMP and Clicksco, where he was instrumental in establishing and nurturing relationships with industry giants like Yahoo, Microsoft, and Google. As Partnerships Manager at Clicksco, Nick drove significant growth by strategically aligning partnerships and securing long-term alliances with major players in the digital space. Building on this success, Nick launched his consulting business, NDC Solutions, where he leverages his extensive network to broker valuable client partnerships. These alliances open new revenue streams and innovative solutions to complex digital challenges. His vast connections and hands-on approach make him a trusted expert known for forging partnerships that drive substantial opportunities and sustainable growth in digital advertising. Nick is also a principal of CVC. On October 23, 2024, the Company entered into an Executive Compensation Agreement ("Agreement") with its President and CEO, Evan Bloomberg. The Agreement has a term of 24 months and entitles Mr. Bloomberg to (i) $1,000,000 in shares of Company common stock; (ii) $340,000 in annual salary; and (iii) a tiered performance bonus based on quarterly revenues.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT INDEX Exhibit Number Description 10.01 Form of Promissory Note & Warrant Agreement 10.02 Form of Promissory Note 10.03 Form of Warrant 10.04 CVC Agreement 10.05

Executive Compensation Agreement

Executive Compensation Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

SIGNATURES 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. Dated: November 5, 2024 Hallmark Venture Group, Inc. By: /s/ Evan Bloomberg Name: Evan Bloomberg Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR