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 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 ¨

  

 

 

 

 

Section 3- Securities and Trading Markets

 

Item 3.02 Unregistered Sales of Equity Securities

 

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.

 

 

  TARGET GROUP INC.
   
Dated: April 9, 2019 By:  /s/ Rubin Schindermann
    Chief Executive Officer

 

 

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