Marquie Group 8-K/A: Acquisition, Equity Sales, Control Change

TL;DR

Marquie Group amended its 8-K to disclose a completed acquisition, equity sales, and a change in control.

AI Summary

Marquie Group, Inc. filed an 8-K/A amendment on October 29, 2025, to report on several material events. These include entering into a material definitive agreement, completion of an acquisition or disposition of assets, unregistered sales of equity securities, changes in control of the registrant, and updates regarding directors and officers, including compensatory arrangements. The filing also includes financial statements and exhibits.

Why It Matters

This amendment signals significant corporate actions for Marquie Group, including potential acquisitions, changes in ownership structure, and the issuance of new equity, which could impact its market position and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate events like acquisitions and changes in control, which can introduce volatility and uncertainty.

Key Players & Entities

• Marquie Group, Inc. (company) — Registrant
• 20251020 (date) — Period of report
• 20251029 (date) — Filing date

FAQ

Key Financial Figures

• $500,000 — 10.1, with GetGolf.com ("GetGolf"), for $500,000 payable over 24 months, with respect to
• $2,000,000 — cquie Angell in the principal amount of $2,000,000 (the "Angell Note"); and (iii) the retu
• $100 — alpha-numeric pager that sold for under $100. As a result, Angellcom became one of t

Filing Documents

• marquie_8ka1.htm (8-K/A) — 42KB
• marquie_ex1001.htm (EX-10.1) — 71KB
• 0001683168-25-007839.txt ( ) — 288KB
• tmgi-20251020.xsd (EX-101.SCH) — 3KB
• tmgi-20251020_lab.xml (EX-101.LAB) — 33KB
• tmgi-20251020_pre.xml (EX-101.PRE) — 22KB
• marquie_8ka1_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 20, 2025, Marc Angell, the Chief Executive Officer and controlling shareholder of The Marquie Group, Inc. (hereafter, "Company"), and Jacquie Angell, entered into a Purchase Agreement, as amended (the "Purchase Agreement") and attached hereto as Exhibit 10.1, with GetGolf.com ("GetGolf"), for $500,000 payable over 24 months, with respect to the sale of: (i) 200 Series A Preferred shares of the Company (the Series A Shares"), which Series A Shares have 80% of the vote of all classes of voting stock of the Company at all times, and (ii) that certain promissory note issued by the Company, in the name of Jacquie Angell in the principal amount of $2,000,000 (the "Angell Note"); and (iii) the return to treasury 666,700 held by the Angell Family Trust. Pursuant to the terms of the Purchase Agreement, the Series A Shares will be returned to treasury and reissued to the incoming Chief Executive Officer and Directors, as further detailed below. Also, pursuant to the Purchase Agreement, Marc and Jacquie Angell will retain all rights, title and interest to the trademarks, copyrights and other intellectual property pertaining to the Music of Your Life brand, and GetGolf will assign and transfer to the Company all rights, title and ownership interest in "Stand By Golf", "Mountain Brook Golf Club" and "Apache Creek Golf Club". Marc Angell will remain with the Company as its Secretary, Treasurer, and Chief Financial Officer for an initial term of 24 months.

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets On October 20, 2025, pursuant to the Purchase Agreement, the Company completed the disposition of all rights, title and interest to the trademarks, copyrights and other intellectual property pertaining to The Music of Your Life brand as described in Item 1.01 above.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities On October 20, 2025, pursuant to the terms of the Purchase Agreement, the Company returned all 200 Series A Shares to treasury and simultaneously reissued in the aggregate all 200 Series A Shares to Jeff Foster (67) and Kelly Kirchhoff (133), the incoming Chief Executive Officer and Directors of the Company, for such consideration as described in Item 1.01 above. Also on October 20, 2025, 666,700 shares of common stock held in the name of the Angell Family Trust were returned to treasury. In connection with the foregoing, all of the parties are either "accredited investors" as defined pursuant to Rule 501 of Regulation D or have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving the securities. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the sale of its securities in connection with the Purchase Agreement was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant On October 20, 2025, pursuant to the Purchase Agreement entered into between Marc and Jacquie Angell and GetGolf, GetGolf purchased of all 200 Series A Shares in exchange for $500,000 payable over 24 months. Following the sale of the Series A Shares, neither Marc or Jacquie Angell are individually or collectively, a controlling shareholder of the Company. As of October 20, 2025, in connection with the Purchase Agreement described in Item 1.01 above, Jeff Foster, and Kelly Kirchhoff, due to their holdings of the Series A Shares, hold a controlling beneficial interest in the Company and, unless an event of default occurs in respect of the Purchase Agreement, may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company's stockholders. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On October 20, 2025, Marc Angell was replaced as the Chairman of the Board of Directors and as the Company's Chief Executive Officer by Mr. Jeff Foster. Mr. Angell was subsequently appointed as the Company's Chief Financial Officer, Secretary and Treasurer, and Kelly Kirchhoff was appointed to the Board of Directors. A summary of the background and business experience of each of Jeff Foster, Marc Angell and Kelly Kirchhoff is as follows: 2 Jeff Foster, 69, Chairman of the Board, Chief Executive Officer. Mr. Jeff Foster, age 69, has more than 25 years of experience in entrepreneurial business development, operations, and industry leadership across the automotive, telecommunications, hospitality, and golf sectors. Early in his career, he became the youngest licensed automobile wholesaler in the State of Florida and later established one of Arizona's largest independent cellular communications companies during the expansion of mobile telecommunications in the 1980s. Mr. Foster has

(a) of Regulation S-K.\

Item 404(a) of Regulation S-K.\ Marc Angell, 68, Chief Financial Officer, Treasurer and Secretary . Marc Angell, former Chief Executive Officer of The Marquie Group, Inc. from November 2012 through October 20, 2025, is the current Secretary, Treasurer and Chief Financial Officer of The Marquie Group, Inc. Mr. Angell's career in media and broadcasting began in 1976 where he studied Broadcast Journalism at Columbia College in Hollywood, CA. After many years of working in the entertainment industry, Angell's trajectory took a significant turn when he acquired the renowned "Music of Your Life" trademark in 2008. Since 1978, "Music of Your Life" has been a cornerstone of the Adult Standards music format, broadcasting throughout the United States and Canada, and holds the title as the longest running non-stop music radio broadcast in the world. In November 2012, Angell founded Music of Your Life, Inc., an entertainment company aimed at expanding the brand beyond radio into television programming, live concerts, internet radio, and merchandising. The brand, known for its celebrity announcers, has been featured in popular TV shows, movies, celebrity cruises, and Time Life music collections. In January 1990 Mr. Angell founded Angellcom, a supplier and distributor of one-way paging devices in the U.S. where he remained CEO until 1999. Mr. Angell conceptualized, designed, and marketed one-way pagers for Angellcom that broke the traditional mold of pagers by offering them in multiple, vibrant colors. He also delivered the nation's first alpha-numeric pager that sold for under $100. As a result, Angellcom became one of the largest suppliers of one-way pagers in North America. During the 1990s, Mr. Angell was also involved in the land mobile radio business as a license holder and manager of 220MHz radio systems throughout the United States and Mexico. Angell became the first US citizen to hold a spectrum license in Mexico. In 2000, Angell founded Planet Halo, a wireless telec

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired. In accordance with Item 9.01(a)(4) of Form 8-K, the Company will file audited abbreviated financial statements required by Item 9.01(a) of Form 8-K in an amendment to this Form 8-K no later than 71 calendar days from October 20, 2025. (b) Pro Forma Financial Information. In accordance with Item 9.01(a)(4) of Form 8-K, the Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K in an amendment to this Form 8-K no later than 71 calendar days from October 20, 2025. (d) Exhibits . Exhibit No. Description 10.1 Purchase Agreement between Marc and Jacquie Angell and GetGolf.com 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 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: October 29, 2025 By: /s/ Jeff Foster Name: Jeff Foster Title: Chief Executive Officer 5

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