{"url_path":"/sec/hllk/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1331421/0001493152-26-026929-index.html","accession_number":"0001493152-26-026929","cik":"0001331421","ticker":"HLLK","issuer_name":"SDR Drone, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1331421/0001493152-26-026929-index.html","primary_entity_key":"0001331421","primary_entity_name":"HALLMARK VENTURE GROUP, INC."},"word_count":610,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 28, 2026, Hallmark Venture Group, Inc. (the “Company” or “HLLK”) entered into an Assignment of Debt Agreement\n(the “Assignment Agreement”) with SB Technology Holdings, Inc., a Florida corporation whose common stock is quoted on the\nOTC Markets under the symbol “VGLS” (“SB Tech”). Pursuant to the Assignment Agreement, the Company sold, assigned,\nand transferred to SB Tech, on an “as is, where is,” non-recourse basis, all of the Company’s right, title, and interest\nin and to that certain On-Demand Promissory Note dated May 2, 2024 (the “Traderverse Note”) executed in favor of the Company\nby Aiversity, Inc., doing business as “TradersGPT” and now known as Traderverse, Inc. (“Traderverse”), together\nwith all principal, accrued interest, and related rights, remedies, and claims thereunder (collectively, the “Assigned Debt”).\n\n \n\nThe\nTraderverse Note had an original principal amount of $100,000, bears interest at the rate of 8.0% per annum compounded annually, and\nwas payable on demand and, in the absence of demand, due 180 days from issuance (on or about October 29, 2024). The Traderverse Note\nmatured on or about October 29, 2024 and has remained unpaid for more than eighteen (18) months. As of December 31, 2025, the outstanding\nbalance of the Traderverse Note was approximately $113,752, consisting of $100,000 of unpaid principal and $13,752 of accrued and unpaid\ninterest, with interest continuing to accrue thereafter at the contract rate. The Company had previously determined the Traderverse Note\nto be impaired and had written down its carrying value on the Company’s books and records to reflect the substantial doubt regarding\ncollectibility.\n\n \n\nIn\nconsideration for the Assigned Debt, SB Tech agreed to pay the Company $1,000 in cash, which the Company’s Board of Directors determined\nto represent the fair value of the Traderverse Note in its impaired condition. The assignment was made without recourse to the Company\nand without any representation, warranty, or guarantee by the Company as to the collectibility of the Assigned Debt or the solvency or\ncreditworthiness of Traderverse. The Assignment Agreement contains customary representations, warranties, and further-assurances covenants,\nis governed by the laws of the State of Florida, and provides for exclusive jurisdiction and venue in the state and federal courts located\nin the State of Florida.\n\n \n\n**Related\nParty Transaction.** SB Tech is a related party of the Company. Paul Strickland, who serves as the Company’s Secretary and a\ndirector, also serves as Secretary and a director of SB Tech, and the Company and SB Tech are under common control. Accordingly, the\nAssignment Agreement constitutes a related party transaction and a director’s conflicting interest transaction within the meaning\nof Section 607.0832 of the Florida Business Corporation Act. After full disclosure of the related party nature of the transaction and\nMr. Strickland’s interest therein, the Company’s Board of Directors authorized and approved the Assignment Agreement by written\nconsent dated May 28, 2026, determining in good faith that the consideration represents fair value for the Traderverse Note in its impaired\ncondition and that the transaction is fair to, and in the best interests of, the Company, on a basis intended to satisfy the requirements\nof Section 607.0832.\n\n \n\nThe\nCompany intends to report this transaction as a related party transaction in its subsequent periodic reports filed with the U.S. Securities\nand Exchange Commission to the extent required by Item 404 of Regulation S-K.\n\n \n\nThe\nforegoing description of the Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the\nfull text of the Assignment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated\nherein by reference."}