Current Report Filing (8-k)
April 26 2019 - 10:34AM
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: April 19, 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
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Identification No.
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55 Administration Road, Unit 13, Vaughan, Ontario, Canada
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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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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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 3-
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Securities and Trading Markets
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Item 3.02
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Unregistered Sales of Equity Securities
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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.
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: April 26, 2019
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By:
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/s/
Rubin Schindermann
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Chief Executive Officer
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