Current Report Filing (8-k)

Date : 04/26/2019 @ 3:34PM
Source : Edgar (US Regulatory)
Stock : Target Group Inc. (CBDY)
Quote : 0.07  0.0 (0.00%) @ 1:00AM

Current Report Filing (8-k)





Washington, DC 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported: April 19, 2019



(Exact name of registrant as specified in its charter)


Delaware 000-55066 46-3621499
State or other jurisdiction incorporation Commission File Number IRS Employer
    Identification No.


 55 Administration Road, Unit 13, Vaughan, Ontario, Canada   L4K 4G9
(Address of principal executive offices) (Zip Code)


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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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 ¨






Section 3- Securities and Trading Markets


Item 3.02 Unregistered Sales of Equity Securities


Between April 19, 2019 and April 25, 2019, the Company issued 154,223,889 shares of its common stock (“Shares”) in private transactions with persons who are bona fide residents of Canada. The prices per share ranged from US$0.02, US$0.07 to US$0.10.


In conjunction with the sale of the Shares, the Company issued its Common Stock Purchase Warrants (“Warrants”) to purchase up to an additional 150,949,587 shares of common stock, of which (a) 250,000 are exercisable at $0.15 per share for two years; (b) 1,372,079 are exercisable at $0.10 per share for two years; and (c) 149,327,508 are exercisable at $0.05 per share for three years.


The Shares and the Warrants were issued pursuant to the exemption from registration provided by Regulation S adopted under the Securities Act of 1933, as amended, for offers and sales to a non- “U.S. Person” in an “Offshore Transaction”, as those terms are defined in Regulation S.







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.


Dated: April 26, 2019 By: /s/ Rubin Schindermann
    Chief Executive Officer



Target Group Inc. (USOTC:CBDY)
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