UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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Item 5.01. Changes in Control of Registrant
On June 15, 2026, Kelly Kirchhoff entered into an Assignment Agreement pursuant to which he transferred sixty-one (61) shares of the Company's Series A Preferred Stock to Jeff Foster for valuable consideration. Prior to the transaction, Mr. Kirchhoff beneficially owned one hundred thirty-three (133) shares of the Company's Series A Preferred Stock and Mr. Foster beneficially owned sixty-seven (67) shares of the Company's Series A Preferred Stock. Following the transaction, Mr. Foster beneficially owns one hundred twenty-eight (128) shares of Series A Preferred Stock and Mr. Kirchhoff beneficially owns seventy-two (72) shares of Series A Preferred Stock, together constituting all of the issued and outstanding Series A Preferred Stock of the Company. Pursuant to the rights and preferences of the Series A Preferred Stock, ownership thereof provides the holders with voting rights sufficient to control matters submitted to shareholders, including the election of directors. As a result of the transaction, voting control of the Company shifted from Mr. Kirchhoff to Mr. Foster. Following the transaction, Mr. Foster possesses voting control of the Company. There were no changes to the Company's officers or directors in connection with the transaction. Mr. Foster continues to serve as the Company’s President and Chairman of the Board of Directors, and Mr. Kirchhoff continues to serve as the Company’s Chief Executive Officer and as a member of the Board of Directors. The transaction was effected pursuant to an Assignment Agreement and an Irrevocable Stock Transfer Power, each dated June 15, 2026. Except for the consideration paid by Mr. Foster to Mr. Kirchhoff, no funds were borrowed or otherwise obtained for the purpose of acquiring control of the Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| 10.1 | Assignment Agreement dated June 15, 2026, by and between Kelly Kirchhoff and Jeff Foster. |
| 10.2 | Irrevocable Stock Transfer Power dated June 15, 2026, executed by Kelly Kirchhoff in favor of Jeff Foster. |
| 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.
| Transglobal Management Group, Inc. | ||
| Date: June 18, 2026 | By: /s/ Kelly L. Kirchhoff | |
| Kelly L. Kirchhoff | ||
| Chief Executive Officer |
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