UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form
CURRENT REPORT
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Item 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On May 1, 2024, Hallmark Venture Group, Inc (the “Company”) issued a $100,000, 8% Convertible Promissory Note (the “Note”) and entered into a Warrant Subscription Agreement with Nicosel, LLC, a non-affiliate of the Company. The Note matures on April 30, 2025. The Warrant Subscription Agreement is for 100,000 warrants is exercisable within one year of the execution date of the agreement. On May 2, 2024, the Company subsequently made a strategic loan with an independent privately-held non-affiliated third party by entering into a 180 day 8% On Demand Promissory Note Agreement.
A copy of the Note which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K.
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AND OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT;
The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.01 | $100,000 8% Convertible Promissory Note & Warrant Subscription Agreement | |
| 10.02 | $100,000 8% On Demand Promissory Note | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: May 8, 2024
| Hallmark Venture Group, Inc. | ||
| By: | /s/ John D.Murphy, Jr. | |
| Name: | John D. Murphy, Jr. | |
| Title: | President and Chief Executive Officer |
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