Current Report Filing (8-k)
August 13 2019 - 10:30AM
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: August 8, 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 IRS Employer
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Identification No.
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55 Administration Road, Unit 13, Vaughan, Ontario, Canada L4K 4G9
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (647) 927-4644
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(Former name or former address, if changed since last report)
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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
¨
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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Section 1-
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Registrant’s Business and Operations
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Item 1.01
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Entry into Material Definitive Agreement
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Effective August 8,
2019, the Company entered into an Exclusive License Agreement
(“License Agreement”)
with cGreen, Inc., a Delaware
corporation
(“cGreen”)
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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.
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Item 7.01
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Regulation FD Disclosure
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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.
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Section 9-
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Financial Statements and Exhibits
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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: August 13, 2019
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By:
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/s/ Rubin Schindermann
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Chief Executive Officer
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Target (PK) (USOTC:CBDY)
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