{"url_path":"/sec/gamg/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 OTHER INFORMATION.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/55234/0001477932-26-003343-index.html","accession_number":"0001477932-26-003343","cik":"0000055234","ticker":"GAMG","issuer_name":"Global Asset Management Group, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/55234/0001477932-26-003343-index.html","primary_entity_key":"0000055234","primary_entity_name":"Global Asset Management Group, Inc."},"word_count":742,"has_tables":true,"body_markdown":"**ITEM 5. OTHER INFORMATION.**\n\n \n\nOn May 6, 2026, Global Asset Management Group, Inc. (the “Company”) and its wholly-owned subsidiary RI Property Holdings, Inc. (the “Buyer SPE”) completed a Debt & Equity Transfer & Assumption Agreement (the “Agreement”) with FVP Investments, LLC and FVP Opportunity Fund III, LP (through their designee FVP Servicing, LLC, collectively, the “Seller”). Pursuant to the Agreement, the Buyer SPE acquired 100% of the Seller’s 83.125% membership interest in Memorial Real Estate Group LLC (“MREG”). Prior to the acquisition, the Buyer SPE (and/or its affiliate(s)) already held 16.875% of the membership interests in MREG. Following the closing of the transactions contemplated by the Agreement, the Buyer SPE owns 100% of the membership interests in MREG and, effective at closing, was to be appointed as the sole member and sole manager (or managing member, as applicable) of MREG.\n\n \n\nThe Agreement contemplates that FVP Opportunity Fund III, LP, as lender, assigns 100% of its interest in the MREG loan pursuant to a loan assignment agreement attached as Exhibit B to the Agreement (the “Debt Assignment Agreement”), and that FVP Servicing, LLC resigns as Administrative Agent under the loan agreement.\n\n \n\nThe total consideration payable to the Seller in connection with the transaction was $6,455,000, consisting of (i) a $6,000,000 principal amount one-year convertible promissory note issued by the Company (the “Convertible Note”) and (ii) a $455,000 cash down payment paid at closing (the “Down Payment”) and disbursed pursuant to Seller’s written wire instructions, including payments to FVP Servicing, LLC ($300,000), City of Pawtucket / Tax Settlement Authority ($55,000), KPRS Law ($50,000), and utilities/miscellaneous expenses ($50,000).\n\n \n\nOn April 10, 2026, the members of MREG, acting by unanimous written consent, authorized MREG to enter into a loan agreement with Bogdan Capital LLC relating to a loan in the principal amount of $1,000,000 (the “MREG Loan”). The MREG Loan was intended to be documented on or about April 13, 2026, consistent with a transaction term sheet dated April 9, 2026.\n\n \n\n \n\n7\n\n*Table of Contents*\n\n \n\n**Strategic Financing Relationship With Leonite Fund I, LP**\n\n \n\nOn March 18, 2026, the Company completed a series of Agreements to establish a strategic financing relationship with Leonite Fund I, LP (“Leonite”), designed to support the Company’s continued expansion through asset-backed real estate investments and disciplined capital deployment. The financing relationship provides the Company with structured capital aligned with the Company’s long-term growth strategy, while preserving flexibility as the Company scales its asset base and operating platform.\n\n \n\n*Overview of the Leonite–GAMG Relationship*\n\n \n\nUnder the terms of the Agreements, Leonite intends to provide GAMG with initial access to a senior secured convertible note facility of $10 million, to be funded in tranches for real estate acquisitions. Proceeds will be used as equity for acquiring income-producing multifamily real estate and general working capital, with subsequent tranches earmarked for additional property acquisitions. The credit facility is structured with Senior Secured positioning tied to specific assets, defined maturity and interest terms, defined Conversion features aligned with long-term equity participation, prepayment flexibility for the Company, and restrictions designed to protect capital structure integrity.\n\n \n\nManagement of the Company believes this structure reflects a capital partner aligned with asset-level discipline rather than short-term market dynamics, and strengthens the Company across several dimensions:\n\n \n\n·\nAccess to Institutional Capital. The facility provides GAMG with capital from an experienced investment fund accustomed to structured, asset-backed transactions.\n\n \n\n \n\n·\nAlignment With Asset-Backed Growth. Proceeds are intended to be deployed directly into income-producing real estate, reinforcing balance-sheet quality rather than speculative use of funds.\n\n \n\n \n\n·\nCapital Structure Discipline. The senior secured nature of the financing, combined with staged funding, supports measured growth while maintaining oversight and accountability.\n\n \n\n \n\n·\nFlexibility for Shareholders. The Company retains discretion over draw timing, use of proceeds, and prepayment, allowing management to optimize capital deployment as opportunities arise.\n\n \n\nManagement believes these efforts collectively position the Company as a more institutionally credible platform, capable of responsibly deploying capital at scale. The Leonite financing complements several recent initiatives undertaken by the Company, including expansion of the Company’s Washington, D.C. real estate portfolio, integration of in-house asset management capabilities, strengthening of corporate governance and advisory infrastructure, and enhancements to the Company’s capital markets foundation.\n\n \n\nThe foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements set forth in the Current Report on Form 8‑K filed on March 18, 2026 and incorporated herein by reference.\n\n \n\n \n\n8\n\n*Table of Contents*"}