Amended Current Report Filing (8-k/a)
March 18 2020 - 10:33AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
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
(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 ¨
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
Title of each class
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Trading symbol
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Name of each exchanges on which registered
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N/A
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N/A
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N/A
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Explanatory Note
On March 5, 2019, Target
Group Inc. filed a Current Report on Form 8-K (“Original 8-K”) reporting, among other things, that on March
1, 2019, it had completed the acquisition of CannaKorp Inc. (“CannaKorp”) pursuant to the terms and conditions
of the Agreement and Plan of Reorganization dated January 25, 2019 (“Acquisition”). This amended Current Report
on Form 8-K is being filed to amend and supplement the Original Form 8-K to provide historical financial statements of CannaKorp
and the unaudited pro forma condensed consolidated financial statements of Target Group Inc.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements
of Business Acquired
The audited consolidated financial
statements of CannaKorp Inc as of December 31, 2018 and 2017 and for the years then ended are filed herewith as Exhibit 99.2
and are incorporated herein by reference. The consent of Fruci & Associates II, PLLC is attached as Exhibit 23.1 to this
amended Current Report.
(b) Pro Forma Financial
Information
The unaudited pro forma condensed
combined financial information of Target Group Inc. as of December 31, 2018 and 2017 and for the years then ended are filed
herewith as Exhibit 99.3 and are incorporated herein by reference. The unaudited pro forma condensed combined balance sheet
and the condensed combined Statements of Operations gives effect to the Acquisition as if it has occurred on December 31, 2018.
(d) Exhibits
Exhibit Index
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.
Dated: March 13, 2020
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TARGET GROUP INC.
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By:
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/s/ Anthony Zarcone
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Chief Executive Officer
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