8-K: GAMG Secures Placement Agent, Establishes Advisory Board

Global Asset Management Group, Inc. has engaged Alpine Securities Corporation as a non-exclusive placement agent for a proposed $1.5 million equity offering and established a Board of Advisors to enhance strategic guidance.

Summary

• Entered into a non-exclusive Placement Agent Agreement with Alpine Securities Corporation on January 15, 2026, for a proposed offering of Common Stock.
• The agreement is for a six-month period, with automatic 60-day renewals unless terminated 30 days prior.
• Alpine will act on a "best-efforts" basis to raise up to $1.5 million through the sale of equity securities or debt convertible into equity.
• Compensation to Alpine includes a 5% cash fee on gross proceeds from Agent Source sales and warrants to purchase common stock equal to 10% of the dollar amount raised, priced at 120% of the closing bid, exercisable for three years.
• A non-refundable retainer fee of $100,000 in restricted Common shares at $0.20 per share was paid to Alpine.
• The Board of Directors authorized the establishment of a Board of Advisors and adopted a comprehensive Charter, effective January 15, 2026.
• The Advisory Board will provide non-binding, independent strategic guidance to management across corporate strategy, capital markets, M&A, regulatory, partnerships, technology, and operational scalability.
• The Advisory Board will consist of 5 to 9 members with diverse industry experience and does not have governance authority.
• Andy Rionoitis, Chief Marketing Officer, has been appointed Advisory Board Chair.

Sentiment

Score: 7

Explanation: The company is taking proactive steps to secure funding for growth and enhance strategic oversight through a new advisory board. While the capital raise is on a "best-efforts" basis and involves significant fees and potential dilution, these are standard considerations for such initiatives. The establishment of the advisory board is a clear positive for long-term strategic development.

Positives

• Engagement of a placement agent (Alpine Securities Corporation) to assist in raising capital, potentially up to $1.5 million, which could fund growth initiatives.
• Establishment of a Board of Advisors to provide non-binding strategic guidance, enhancing decision-making depth and strategic infrastructure.
• The Advisory Board's composition of 5 to 9 members with diverse experience (asset management, real estate, corporate finance, regulatory, technology) suggests a broad range of expertise will be available to management.
• The Advisory Board is expected to strengthen the company's strategic infrastructure, expand its asset base, evaluate growth opportunities, and enhance engagement across capital markets, real estate, and operating businesses.

Negatives

• The placement agent agreement is on a "non-exclusive" and "best-efforts" basis, meaning Alpine is not obligated to purchase or place securities, and there's no guarantee of capital being raised.
• Significant fees and warrants are payable to Alpine: 5% cash fee on gross proceeds, warrants for 10% of the dollar amount raised (priced at 120% of closing bid), and a $100,000 retainer in restricted shares at $0.20 per share.
• The company is responsible for all its own expenses related to the offering, regardless of consummation, and must approve Alpine's out-of-pocket expenses.
• The indemnification clause requires the company to indemnify Alpine for losses, claims, damages, and liabilities related to Alpine's services, except for willful misconduct or gross negligence.

Risks

• No guarantee of successful capital raise: Alpine is retained on a "best-efforts" basis and has no obligation to purchase or place the securities.
• Market conditions and negotiation outcomes: The actual terms of the offering (pricing and structure) depend on market conditions and negotiations with prospective investors.
• Dilution risk: The proposed offering involves the sale of equity securities or debt convertible into equity, which could dilute existing shareholders.
• Warrant dilution: Warrants issued to Alpine (10% of dollar amount raised) could lead to further dilution if exercised.
• Reliance on information: Alpine will primarily rely on company-furnished information without independent verification, and does not assume responsibility for its accuracy.
• Indemnification obligations: The company is obligated to indemnify Alpine for certain liabilities, which could result in significant expenses.

Future Outlook

The company aims to expand its asset base, evaluate growth opportunities, and enhance engagement across capital markets, real estate, and operating businesses, supported by the newly formed Board of Advisors. It also seeks to raise up to $1.5 million in capital to meet operating and growth needs. The company also intends to pursue efforts to have its securities listed on a nationally listed stock exchange.

Management Comments

• The formation of the Advisory Board represents an important step in strengthening the Company’s strategic infrastructure as the Company continues to expand its asset base, evaluate growth opportunities, and enhance engagement across capital markets, real estate, and operating businesses.
• This Advisory Board structure is designed to complement our Board of Directors and management team by adding experienced perspectives where strategic insight is most valuable.
• As we continue to build a diversified asset management platform, this framework supports thoughtful growth while maintaining clear governance discipline.

Industry Context

The engagement of a placement agent for a capital raise and the establishment of an advisory board are common strategies for growth-oriented companies, particularly in the asset management sector, to secure funding and enhance strategic direction. This move suggests GAMG is actively pursuing expansion and seeking to professionalize its strategic oversight, aligning with broader industry trends of seeking external expertise for complex market navigation and capital formation.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential dilution from the proposed equity offering and warrants issued to the placement agent. Potential benefit from successful capital raise funding growth and enhanced strategic guidance from the Advisory Board.
• Management: Will receive strategic guidance from the Advisory Board, potentially improving decision-making and strategic execution.
• Investors (prospective): Opportunity to invest in the company's proposed offering.
• Alpine Securities Corporation: Will earn fees and warrants for its services.

Next Steps

• The company will negotiate pricing and structure of the offering with prospective investors.
• Alpine Securities Corporation will use reasonable efforts to introduce prospective investors for the offering.
• The Advisory Board will provide non-binding strategic guidance to management.
• The company may request Alpine's assistance in efforts to have its securities listed on a nationally listed stock exchange.

Key Dates

Recommendation

The company is taking positive steps towards growth by seeking capital and enhancing strategic oversight with an advisory board. However, the capital raise is on a "best-efforts" basis, meaning success is not guaranteed, and it comes with significant costs and potential dilution. While the strategic direction is positive, the immediate financial impact and execution risk warrant a "hold" rather than a "buy" until more concrete results from the capital raise and advisory board's impact are visible.

Keywords

Global Asset Management Group, GAMG, SEC 8-K, Placement Agent Agreement, Capital Raise, Equity Offering, Advisory Board, Corporate Governance, Strategic Guidance, Financial Services, Asset Management, Alpine Securities Corporation