Current Report Filing (8-k)
April 17 2019 - 1:25PM
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 15, 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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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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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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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 the
Company’s report on Form 8-K report filed on April 10, 2019 through April 15, 2019, Company issued 46,504,410 shares of its
common stock
(“Shares”)
to forty (40) persons, all of whom are residents of Canada. The prices per share were
US$0.02, US$0.0525 and US$0.075.
In addition, the Company
issued its Common Stock Purchase Warrants to the same persons to purchase up to an additional 18,222,003 shares of common stock
at an exercise price of US$0.05 for a period of three (3) years and 500,000 shares of common stock at an exercise price of US$0.20
per share for a period of two (2) years.
The Shares
and Warrants were issued pursuant to the exemption from registration 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 17, 2019
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By:
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/s/
Rubin Schindermann
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Chief Executive Officer
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