Item 1. 01 Entry into a Material Definitive Agreement.
On April 10, 2023 (the "Closing Date"), The Marquie Group, Inc. (the "Company")
entered into a Securities Purchase Agreement ("SPA") in connection with the
issuance of a discounted convertible promissory note ("Note") in the aggregate
principal amount of $61,100 for cash consideration of $55,000. The Note matures
on April 10, 2024 (the "Maturity Date"), and bears interest at the rate of 12%
per annum. The Note may be prepaid prior to its Maturity Date. The Note,
together with all interest as accrued, is convertible into shares of the
Company's common stock at a price equal to $0.003, and is subject to adjustment
for stock dividends, stock splits, stock combinations, rights offerings,
reclassifications or similar transaction stock consolidations. The SPA and the
Note have piggy-back registration rights should the Company file a registration
statement. The SPA and the Note also contain certain representations,
warranties, conditions, restrictions, and covenants of the Company that are
customary in such transactions with smaller companies.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On April 10, 2023, the Company executed the SPA and issued the Note as described
in Item 1.01 above. The Note may be accelerated by the holder in the event of
default and the rate of interest on the Note will increase to 16% per annum. In
addition, the amount due and payable under the Note (and, consequently, the
number of shares of common stock convertible thereunto) may be increased to 125%
of the principal amount of the Note, plus default interest as accrued thereon,
in the event of default. The Note is a direct financial obligation of the
Company and is considered a current liability of the Company for accounting
purposes.
Item 3.02 Unregistered Sales of Equity Securities.
On April 10, 2023, the Company issued a Note convertible into equity securities
of the Company as described in Item 1.01 above. The purchaser of the Note was an
"accredited investor" as such term is defined by rules promulgated by the
Securities and Exchange Commission ("SEC"). No solicitation was made and no
underwriting discounts were given or paid in connection with this transaction.
The Company believes that the issuance of shares pursuant to the Acquisition was
exempt from registration with the SEC pursuant to Section 4(2) of the Securities
Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Securities Purchase Agreement dated April 10, 2023 between The Marquie
Group, Inc. and MacRab, LLC .
10.2 Convertible Promissory Note issued by The Marquie Group, Inc.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
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THE MARQUIE GROUP, INC. 
