Current Report Filing (8-k)
January 29 2019 - 1:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported: January 25,
2019
TARGET
GROUP INC.
(Exact name of registrant as specified in
its charter)
Delaware
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000-55066
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46-3621499
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State or other jurisdiction
incorporation
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Commission File Number
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IRS Employer
Identification No.
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55 Administration Road, Unit 13, Vaughan, Ontario, Canada L4K 4G9
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number,
including area code: (647) 927-4644
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
x
For an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Emerging Growth Company
¨
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Section 1-
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Registrant’s Business and Operations
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Item 1.01
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Entry into Material Definitive Agreement
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Effective January 25,
2019, the Company entered into an Agreement and Plan of Share Exchange
(“Exchange Agreement”)
with CannaKorp
Inc., a Delaware corporation
(“CannaKorp”)
and David Manly, as Stockholder Representative. The Company had previously
entered into a Letter of Intent with CannaKorp dated November 30, 2018 which was disclosed in the Company’s report on Form
8-K filed December 4, 2018. The Exchange Agreement is the definitive agreement based on the general terms and conditions contained
in the Letter of Intent.
The Exchange Agreement
provides that, subject to its terms and conditions, the Company will issue to the CannaKorp shareholders an aggregate of 30,000,000
shares of the Company’s common stock, based on a price per share of $0.10, in exchange for 100% of the issued and outstanding
common stock of CannaKorp held by the CannaKorp shareholders. In the event that fewer than all CannaKorp shareholders agree to
the exchange, the Company will issue such percentage of the 30,000,000 shares of its common stock that corresponds to the percentage
of outstanding CannaKorp common stock actually exchanged.
In addition, the Company
will issue Common Stock Purchase Warrants
(“Warrants”)
in exchange for all outstanding and promised CannaKorp
stock options. The Warrants will grant the holders thereof the right to purchase up to approximately 7,200,000 shares of the Company’s
common stock. The Company will also assume all outstanding liabilities of CannaKorp.
Under the terms of
the Exchange Agreement, the Company is not obligated to consummate the share exchange unless the CannaKorp shareholders have tendered
to the Company not less than 90% of the outstanding CannaKorp capital stock. Upon the closing of the Exchange Agreement, CannaKorp
will continue its business operations as a subsidiary of the Company.
The description of
the Exchange Agreement contained in this Report is not intended to be complete and is qualified by reference to the entire Exchange
Agreement which is filed as Exhibit 2.1 and which is incorporated in this Report by this reference.
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Item 7.01
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Regulation FD Disclosure
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On January 29, 2019,
the Company issued a press release announcing the signing of the Exchange Agreement. The press release is included as an exhibit
to this Report.
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Section 9-
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Financial Statements and Exhibits
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Signatures
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TARGET GROUP INC.
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Dated: January 29, 2019
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By:
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/s/
Rubin Schindermann
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Chief Executive Officer
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Target (PK) (USOTC:CBDY)
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