As filed with the Securities and Exchange Commission on December 3,
2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
DEFENSE TECHNOLOGIES INTERNATIONAL CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
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99-0363802
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Number)
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2683 Via De La Valle, Suite G418, Del Mar California
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92014
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(Address of Principal Executive Offices)
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(Zip Code)
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Legal Services Agreement – November 15, 2019
(Full title of the plan)
Merrill W. Moses
President
Defense Technologies International Corp.
2683 Via De La Valle, Suite G418, Del Mar California
92014
(Name and address of agent for service)
(800) 520-9485
(Telephone number, including area code, of agent for service)
Copy to:
Leonard
E. Neilson, Esq.
8160
Highland Drive, Suite 104
Sandy,
Utah 84093
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer
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☐ |
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities
Act. □
CALCULATION OF REGISTRATION FEE
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Title
of securities
to be
registered
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Amount
to be
Registered
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Proposed maximum
offering price
per
share
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Proposed maximum
aggregate
offering price
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Amount
of
registration fee(1)
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Common Stock, par value $.0001(1)
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200,000 Shares
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$0.40 per share
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$
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80,000
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$
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10.39
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TOTAL FEE |
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$ |
10.39
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(1) |
Based upon shares of common stock granted under the plan covered by
this registration statement. The fee with respect to
these shares has been calculated pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, and based upon the last sale
reported for the registrant’s common stock on a date within five
(5) days prior to the date of filing this registration statement,
as reported by The Pink Market.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference
The following documents, which have been filed by Defense
Technologies International, Inc., a Delaware corporation (the
“Company” or
“Registrant”) with
the Securities and Exchange Commission (the “SEC”), are
incorporated by reference in this registration statement:
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*
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Registrant’s Annual Report on Form 10-K for the fiscal year ended
April 30, 2019, filed August 13, 2019.
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*
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Registrant’s Quarterly Report on Form 10-Q for the fiscal quarters
ended July 31, 2019 (filed September 23, 2019.
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*
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Registrant’s Current Report on Form 8-K filed on May 13,
2019.
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*
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The
description of the Company’s Common Stock set forth in its
Registration Statement on Form 8-A, filed on November 13, 2012,
together with any amendment or report filed with the SEC for the
purpose of updating such description.
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All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold,
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this registration statement to the
extent that a statement contained herein, or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.
Item 4.
Description of
Securities.
Not applicable. The Common Stock of the Company is registered under
Section 12 of the Exchange Act.
Item 5.
Interest of Named
Experts and Counsel.
The recipient of the 200,000 shares to which this registration
statement relates, Leonard E. Neilson, Attorney at Law, has given
an opinion on the validity of the securities being registered
hereby. The shares subject to this registration statement are
being issued pursuant to that certain Legal Services Agreement
dated November 15, 2019 in consideration for legal and consulting
services provided to the Registrant.
Item 6.
Indemnification
of Directors and Officers.
The Delaware General Corporation Law (“DGCL”) authorizes
corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties as directors,
and the Company’s amended and restated certificate of incorporation
includes such an exculpation provision. The Company’s amended
and restated certificate of incorporation and bylaws include
provisions that indemnify, to the fullest extent allowable under
the DGCL, the personal liability of directors or officers for
monetary damages for actions taken as a director or officer of the
Company, or for serving at the Company’s request as a director or
officer or another position at another corporation or enterprise,
as the case may be. The Company’s amended and restated
certificate of incorporation and bylaws also provide that the
Company must indemnify and advance reasonable expenses to its
directors and officers, subject to its receipt of an undertaking
from the indemnified party as may be required under the
DGCL. The Company’s amended and restated certificate of
incorporation expressly authorizes the Company to carry directors’
and officers’ liability insurance to protect the Company, its
directors, officers and certain employees against some liabilities,
and the Company has purchased such insurance.
The limitation of liability and indemnification provisions in
the Company’s amended and restated certificate of incorporation and
bylaws may discourage stockholders from bringing a lawsuit against
directors for breach of their fiduciary duties. These
provisions may also have the effect of reducing the likelihood of
derivative litigation being brought against the Company’s directors
and officers, even though such an action, if successful, might
otherwise benefit the Company and its stockholders. However,
these provisions will not limit or eliminate the Company’s rights,
or those of any stockholder, to seek non-monetary relief such as an
injunction or rescission in the event of a breach of a director’s
duty of care. The provisions will not alter the liability of
directors under the federal securities laws. In addition, the
Company may be adversely affected to the extent that, in a class
action or direct suit, the Company pays the costs of settlement and
damage awards against directors and officers pursuant to these
indemnification provisions.
The foregoing indemnification right shall not be exclusive of any
other right which an indemnified person may have, or hereafter
acquire by statute, articles of incorporation, bylaws, agreement,
vote of stockholders or other means.
Item 7.
Exemption from
Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following exhibits represent a complete list of exhibits
filed or incorporated by reference as part of this Registration
Statement:
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Exhibit Name
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5.1
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Opinion of Leonard
E. Neilson, Attorney at Law P.C.
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Consent of Fruci & Associates II, PLLC, Independent Registered
Certified Public Accountants.
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23.2
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Consent of Leonard
E. Neilson, Attorney at Law, P.C. (included in Exhibit 5.1).
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99.1
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Legal Services
Agreement – November 15, 2019.
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Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
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(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the SEC pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the
effective registration statement;
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(iii) |
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
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provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished
to the SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
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(2) |
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.; and
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(3) |
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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(b) |
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
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(c) |
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Del
Mar, State of California, on this 3rd
day of December 2019.
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Defense Technologies International Corp.
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(“Registrant”)
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By: /s/Merrill W. Moses
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Merrill W. Moses, Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Merrill W. Moses such
person’s true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in
such person’s name, place and stead, in any and all capacities, to
sign any or all pre- and post-effective amendments and supplements
to this registration statement, and to file the same, or cause to
be filed the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and
agent, or the substitute or substitutes may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/S/ Merrill w. Moses
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President, Chief
Executive Officer
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Merrill W. Moses
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and Director
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(Principal
Executive Officer)
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(Acting Principal
Financial and
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Accounting
Officer)
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/S/ Charles C. Hooper
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Director
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Charles C. Hooper
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