8-K
Cannaisseur Group Inc. (TCRG)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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 30, 2025
The Cannaisseur Group, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 000-56664 | 86-1907561 |
|---|---|---|
| (State or other jurisdiction<br><br> of incorporation) | (Commission File Number) | (IRS Employer<br><br> Identification No.) |
650 Ponce De Leon AveSuite 300Atlanta, GA 30308
(Address of principal executive offices) (Zip Code)
(678)626-0555
(Registrant’s telephone number, including area code)
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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common | TCRG | OTC Pink |
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 ☒
If 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. ☐
Item5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2025, Valarie Grant resigned from her position as Corporate Secretary of The Cannaisseur Group, Inc. (the “Company”), effective immediately. Ms. Grant’s resignation was submitted prior to her formal receipt of written notice placing her on unpaid administrative leave, as authorized by the Board of Directors at an emergency meeting held on May 1, 2025.
The administrative leave was instituted pending an internal review of matters concerning Ms. Grant’s conduct in her capacity as Corporate Secretary, including potential breaches of fiduciary duty, unauthorized communications, and prior violations of directives issued by the Board of Directors.
The Board of Directors convened again on May 2, 2025, to formally accept Ms. Grant’s resignation and ratify related administrative actions. The Company has revoked Ms. Grant’s access to Company systems and data, in accordance with standard protocol and internal security procedures.
At this time, the Company does not intend to immediately appoint a successor Corporate Secretary. The responsibilities of the Corporate Secretary will be temporarily assumed by the Transition Team during this interim period.
Copies of the resolutions adopted by the Board of Directors on May 1 and May 2, 2025 are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
Item7.01 Regulation FD Disclosure
On April 30, 2025, The Cannaisseur Group, Inc. (the “Company”) issued a press release announcing the formation of a Transition Team in connection with the Company’s previously announced Letter of Intent dated April 4, 2025. The press release also referenced an upcoming shareholder meeting on May 13, 2025.
The Company clarifies that the May 13, 2025 meeting is informational only. No shareholder votes will be solicited or conducted at this meeting. The purpose of the meeting is to update shareholders on the status of the pending strategic transaction and related corporate developments.
The Company intends to file a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission. Upon clearance of the definitive proxy, shareholders will receive materials and instructions regarding how to vote on the proposed transaction and any related matters.
A copy of the April 30, 2025 press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.
Item8.01 Other Events
As announced in the April 30, 2025 press release, the Company has formed a Transition Team to support the execution of the Company’s strategic transaction as outlined in the previously disclosed Letter of Intent dated April 4, 2025. The proposed transaction contemplates the acquisition of approximately $35 million in agricultural technology and sensor-based security and networking assets.
The Transition Team will assist with the evaluation and integration of the anticipated assets, development of operational infrastructure, support for leadership transition, and coordination of investor relations initiatives. This is a key step toward entering into a definitive agreement and repositioning the Company as a revenue-generating, asset-backed platform focused on agricultural innovation and sensor-based technology.
As part of these efforts, the Company will hold an informational shareholder meeting on Tuesday, May 13, 2025 at 1:30 p.m. Eastern Time, to provide shareholders with a comprehensive update on the transaction and the Company’s forward strategy. Shareholder voting will not occur at this meeting.
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Item9.01 Financial Statements and Exhibits.
(d)Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Board of Directors Resolution dated May 1, 2025 |
| 99.2 | Board of Directors Resolution dated May 2, 2025 |
| 99.3 | Press Release dated April 30, 2025 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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 by the undersigned hereunto duly authorized.
| THE CANNAISS GROUP, INC. | |
|---|---|
| Date:<br> May 5, 2025 | |
| By: | |
| Name: | |
| Title: |
All values are in Euros.
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Exhibit 99.1
THE CANNAISSEUR GROUP, INC.(OTC Pink: TCRG)
BODRESOLUTION****Emergency Meeting – May 1, 2025 at 4:30 PM ET
At a duly called emergency meeting of the Board of Directors (the “Board”) of Cannaisseur Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), held on May 1, 2025, in accordance with the Company’s bylaws and applicable state law, the following resolutions were unanimously adopted:
WHEREAS, the Board has received credible reports that the Company’s Corporate Secretary, Valarie Grant, has shared material non-public (MNP) information with at least two shareholders with whom she maintains personal affiliations, in breach of her fiduciary duty to the Company and its shareholders;
WHEREAS, it remains unclear whether the information she disclosed was accurate or complete, and such unauthorized disclosure poses significant legal and reputational risk to the Company;
WHEREAS, that shareholder subsequently contacted another shareholder in an attempt to turn them against the Company’s pending strategic transaction—despite having no lawful access or authorization to possess or disseminate such confidential information—raising serious regulatory concerns and creating risk for the Company; and
WHEREAS, this unauthorized disclosure of MNP information constitutes a direct violation of securities laws, a breach of fiduciary duty, and a reckless act that exposes the Company to reputational, legal, and financial harm; and
WHEREAS, Ms. Grant has also contacted vendors and the Company’s legal counsel without Board authorization, generating avoidable legal fees and making inappropriate and inflammatory comments in communications;
WHEREAS, the Company is currently operating under significant financial constraints and is working diligently to close a $35 million strategic acquisition of agricultural and sensor technology assets, a transaction deemed to be in the best interests of shareholders;
WHEREAS, the Board had previously authorized Director Jordan P. Balencic, D.O. to issue a formal cease-and-desist communication on April 19, 2025, directing Ms. Grant to refrain from contacting legal counsel, vendors, or shareholders without Board approval;
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THE CANNAISSEUR GROUP,INC.(OTC Pink: TCRG)
WHEREAS, despite this directive, Ms. Grant continued to violate these instructions, demonstrating repeated insubordination and a clear disregard for her responsibilities and fiduciary obligations;
WHEREAS, Ms. Grant has engaged in a pattern of inappropriate conduct including: contacting vendors and legal counsel without authorization, generating unnecessary legal fees for the Company, and making unprofessional and inflammatory comments in email communications, including a message dated April 30, 2025 in which she falsely challenged the legal status of Director Xavier Carter—with accountants and legal counsel copied; and
WHEREAS, Ms. Grant was invited to attend this emergency Board meeting to explain her actions, but failed to appear;
NOW, THEREFORE, BEIT RESOLVED, that Valarie Grant is hereby removed from her position as Corporate Secretary of CannaisseurGroup, Inc., retroactive to April 30, 2025, due to breach of fiduciary duty, insubordination, dissemination of false and misleading information, unauthorized communications, and conduct resulting in reputational harm and unnecessary legal expense to the Company;
FURTHER RESOLVED, that all access granted to Ms. Grant through Company-managed communication platforms—including, but not limited to, her corporate email account and internal systems - shall remain revoked and permanently terminated;
FURTHER RESOLVED, that the Company’s designated agents are instructed to secure and preserve all Company-related data, records, and communications associated with Ms. Grant, to ensure compliance with applicable retention policies and to protect the Company’s legal and operational interests;
FURTHER RESOLVED, that due to the Company’s pending change of control and transitional status, the Board will not appoint a new Corporate Secretary at this time; these duties will be delegated as needed under the direction of the Transition Team until such time as the incoming leadership determines a permanent appointment;
FURTHER RESOLVED, that the Board affirms these actions are taken to protect the confidentiality, integrity, and stability of Company operations during this critical transitional period.
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THE CANNAISSEUR GROUP, INC.(OTC Pink: TCRG)
IN WITNESS WHEREOF, the undersigned Directors of the Company have executed this resolution as of the date first written above.
Signed,
Floretta Gogo
Xavier Carter
Jordan P. Balencic, D.O.
Jamie Brown
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Exhibit 99.2
THE CANNAISSEUR GROUP, INC. (OTC Pink: TCRG)
5/2/2025 BOD RESOLUTION
THE CANNAISSEUR GROUP, INC. RESOLUTION OF THE BOARD OF DIRECTORS May 2, 2025
The undersigned, being all of the members of the Board of Directors (the “Board”) of The Cannaisseur Group, Inc. (the “Company”), pursuant to applicable laws and the Company’s governing documents, hereby adopt the following resolution by written consent:
WHEREAS, the Board convened an emergency meeting on May 1, 2025, to address serious concerns regarding the conduct of Ms. Valarie Grant, then serving as Corporate Secretary of the Company, including, but not limited to: potential breaches of fiduciary duty, unauthorized communications with shareholders, vendors, and legal counsel, and prior violations of Board directives;
WHEREAS, at said meeting, the Board voted to place Ms. Grant on unpaid administrative leave for twenty-one (21) days, effective immediately, pending an internal review to determine whether additional disciplinary or governance actions were warranted;
WHEREAS, prior to formal written notification of the Board’s decision, Ms. Grant submitted her resignation by email on May 2, 2025, effective immediately;
WHEREAS, the Company has secured and preserved all relevant records and revoked Ms. Grant’s access to internal systems and accounts as a matter of standard protocol;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby accepts the resignation of Ms. Valarie Grant, effective May 2, 2025;
FURTHER RESOLVED, that no successor Corporate Secretary will be appointed at this time, and the Company will make determinations regarding Ms. Grant’s final compensation, if any, after a review of all outstanding obligations and potential offsets for legal or administrative costs incurred by the Company as a result of her actions;
FURTHER RESOLVED, that this matter, including the resignation and preceding Board actions, shall be disclosed in a forthcoming Form 8-K, in accordance with SEC reporting obligations.
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THE CANNAISSEURGROUP, INC.(OTC Pink: TCRG)
5/2/2025 BOD RESOLUTION
IN WITNESS WHEREOF, the undersigned have executed this resolution as of the date first written above.
Signed,
| Floretta Gogo |
|---|
| Xavier Carter |
| Jordan P. Balencic, D.O. |
| Jamie Brown |
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Exhibit 99.3
ATLANTA, GA - April 30, 2025 (NEWMEDIAWIRE) - The Cannaisseur Group, Inc. (OTC Pink: TCRG) (“TCRG” or the “Company”) today announced the formation of a Transition Team to oversee the Company’s transformation pursuant to the previously announced Letter of Intent (“LOI”) to acquire $35 million in agricultural technology and sensor-based security and networking assets. The formation of the Transition Team marks another important step toward executing a definitive agreement and completing the contemplated change of control.
The Transition Team will play a key role in integrating incoming assets, establishing operational infrastructure, supporting the leadership transition, and launching an investor relations campaign designed to increase visibility as the Company initiates revenue-producing operations.
The initial members of the Transition Team include:
| ● | Floretta Gogo, CEO of The Cannaisseur Group, who brings extensive experience in corporate leadership,<br> operational management, and public company governance. Ms. Gogo has overseen TCRG’s<br> repositioning efforts and will continue to facilitate the Company’s strategic transition<br> during the integration period. |
|---|---|
| ● | Bruce Shreiner, CEO / CFO of Sense Technologies and Sense Natural Products, who is also a CPA<br> with a 40 plus years of experience in business development, financial structure, investment<br> analyses, and federal tax planning in income taxes for individuals, corporations, partnerships,<br> estates, and trusts. |
| --- | --- |
| ● | Scott Harmolin, Mr. Harmolin is a serial entrepreneur who founded and built ICON CMT, a successful<br> full-service Internet platform that was acquired by QWEST, $186M. He also founded several<br> other tech and media entities. He currently is the CEO of Superedibles founded in 2008. |
| --- | --- |
| ● | Alan Hirsch, has an extensive 35-year experience as an Investment and Merchant Banker, Specialty<br> Finance Lender and Investor funding in excess of $750M in transactions in the Private and<br> Public Capital Markets. He is also a Serial Entrepreneur. |
| --- | --- |
Official Notice of Shareholder Meeting
In connection with the anticipated change of control, the Company will hold a special shareholder meeting on Tuesday, May 13, 2025 at 1:30 p.m. ET. Shareholders will be asked to vote on matters critical to the closing of the transaction. The Company will distribute detailed meeting instructions and a webcast link in the coming days.
As previously announced, TCRG entered into a Letter of Intent on April 4, 2025 to acquire $35 million in AgTech and Sensor Technology assets. This transaction is expected to transition TCRG from its current operational platform to a fully asset-backed, revenue-generating business model spanning two dynamic industries: sustainable agriculture technology and advanced vehicular and industrial sensor solutions.
The definitive agreement remains subject to customary conditions, including due diligence, regulatory approvals, and shareholder approval.
“We are making strong progress toward completing this transformational transaction,” said Floretta Gogo, CEO of TCRG. “The Transition Team will ensure that we maintain momentum as we move toward definitive agreements, asset integration, and the launch of new operations. We look forward to updating shareholders as we continue to deliver on our commitment to creating long-term value.”
About The Cannaisseur Group, Inc.
The Cannaisseur Group, Inc. (OTC Pink: TCRG) is a publicly traded company currently undergoing a strategic transformation. Upon completion of the pending transaction, the Company intends to operate as a diversified platform focused on agricultural innovation and sensor-based security and vehicular solutions.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the Company’s current expectations regarding future operations, the pending transaction, shareholder value creation, and strategic initiatives. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those projected. The Company assumes no obligation to update forward-looking statements except as required by law.
Contact Information:
Jordan Balencic, Investor Relations
Email: jordan@thecannaisseurgroup.com
Website: thecannaisseurgroup.com