---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-018292"
form_type: "8-K"
ticker: "HLLK"
cik: "0001331421"
company_name: "HALLMARK VENTURE GROUP, INC."
filed_at: "2024-05-09T23:59:59+00:00"
generated_at: "2026-06-02T05:07:46.307384+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Hallmark Venture issues $100K 8% convertible note with 75% discount conversion and $100K on-demand note

## Summary
- Issued $100,000 8% Convertible Promissory Note to Nicosel, LLC, maturing April 30, 2025.
- Conversion price is 25% of average closing price over 10 days (75% discount), adjustable for DTC chill or default.
- Also issued 100,000 warrants exercisable within one year to the same investor.
- Separate $100,000 8% On Demand Promissory Note with unaffiliated third party, 180-day term.
- Proceeds from convertible note subject to use-of-proceeds schedule, funds for general corporate purposes.

## SEC filing metadata
- accession: 0001493152-24-018292
- form_type: 8-K
- ticker: HLLK
- cik: 0001331421
- company_name: HALLMARK VENTURE GROUP, INC.
- filed_at: 2024-05-09T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1331421/000149315224018292/0001493152-24-018292-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1331421/000149315224018292/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-018292
- JSON: https://secwatch.observer/filing/0001493152-24-018292.json
- Plain text: https://secwatch.observer/filing/0001493152-24-018292.txt

## Key facts
- Debt Financings
  HALLMARK VENTURE GROUP, INC. incurred convertible notes of $100,000 with Nicosel, LLC at 8% maturing April 30, 2025.
  - Instrument: convertible notes
  - Principal: $100,000
  - Counterparty: Nicosel, LLC
  - Rate: 8%
  - Maturity: April 30, 2025
  - Event: incurrence
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1331421/000149315224018292/0001493152-24-018292-index.htm
- Debt Financings
  HALLMARK VENTURE GROUP, INC. incurred loan with an independent privately-held non-affiliated third party at 8% maturing 180 day.
  - Instrument: loan
  - Counterparty: an independent privately-held non-affiliated third party
  - Rate: 8%
  - Maturity: 180 day
  - Event: incurrence
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1331421/000149315224018292/0001493152-24-018292-index.htm
- Material Agreements
  HALLMARK VENTURE GROUP, INC. entered into Warrant Subscription Agreement with Nicosel, LLC valued at 100,000 warrants (effective 2024-05-01).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Nicosel, LLC
  - Value: 100,000 warrants
  - Effective: 2024-05-01
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1331421/000149315224018292/0001493152-24-018292-index.htm
- Material Agreements
  HALLMARK VENTURE GROUP, INC. entered into On Demand Promissory Note Agreement with independent privately-held non-affiliated third party valued at $100,000 (implied 8% interest) (effective 2024-05-02).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: independent privately-held non-affiliated third party
  - Value: $100,000 (implied 8% interest)
  - Effective: 2024-05-02
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1331421/000149315224018292/0001493152-24-018292-index.htm
- Material Agreements
  HALLMARK VENTURE GROUP, INC. entered into Convertible Promissory Note with Nicosel, LLC valued at $100,000 (effective 2024-05-01).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Nicosel, LLC
  - Value: $100,000
  - Effective: 2024-05-01
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1331421/000149315224018292/0001493152-24-018292-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.