Current Report Filing (8-k)

Date : 08/13/2019 @ 3:30PM
Source : Edgar (US Regulatory)
Stock : Target Group Inc (QB) (CBDY)
Quote : 0.01  0.001 (11.11%) @ 8:21PM

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: August 8, 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 ¨


Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class   Trading symbol   Name of each exchanges on which registered
N/A   N/A   N/A







Section 1- Registrant’s Business and Operations
Item 1.01 Entry into Material Definitive Agreement


Effective August 8, 2019, the Company entered into an Exclusive License Agreement (“License Agreement”) with cGreen, Inc., a Delaware corporation (“cGreen”) .


The License Agreement grants to the Company an exclusive license to manufacture, and distribute the patent-pending THC antidote True Focus™ in the United States, Europe and the Caribbean. The term of the license is ten (10) years and four (4) months from the effective date of August 8, 2019.


In consideration of the license, the Company will issue 10,000,000 shares of its common stock as follows: (i) 3.500,000 within ten (10) days of the effective date; (ii) 3,500,000 shares on January 10, 2020; and (iii) 3,000,000 shares not later than June 10, 2020. In addition, the Company will pay cGreen royalties of 7% of the net sales of the licensed products and 7% of all sublicensing revenues collected by the Company. The Company will pay cGreen an advance royalty of $300,000.00 within ten (10) days of the effective date; $300,000.00 on January 10, 2020; and $400,000.00 on or before June 10, 2020 and $500,000.00 on or before November 10, 2020. All advance royalty payments will be credited against the royalties owed by the Company through December 31, 2020.


The description of the License Agreement contained in this Report is not intended to be complete and is qualified by reference to the entire License Agreement which is filed as Exhibit 2.1 and which is incorporated in this Report by this reference.


Item 7.01 Regulation FD Disclosure


On August 13 2019, the Company issued a press release announcing the signing of the License Agreement. The press release is included as an exhibit to this Report.


Section 9- Financial Statements and Exhibits
Item 9.01 Exhibits


Exhibit No. Description


2.1 Exclusive License Agreement dated August 8, 2019
99.1 Press Release dated August 13, 2019.







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: August 13, 2019 By:   /s/ Rubin Schindermann
      Chief Executive Officer






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