Current Report Filing (8-k)
April 10 2019 - 6:03AM
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 3, 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:
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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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Since the date of filing
on April 1, 2019 of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, the Company issued
8,234,850 shares of its common stock
(“Shares”)
to an officer/director of the Company in conjunction with the
termination of the officer’s employment agreement with the Company. The effective price per share was $0.02.
The Shares were issued
pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended
(“1933 Act”),
for transactions not involving a public offering and under Regulation S adopted under the 1933 Act for offers and sales made outside
the United States to non-U.S. Persons, as 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 9, 2019
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By:
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/s/ Rubin Schindermann
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Chief Executive Officer
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