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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$
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10.39
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(1)
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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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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)
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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)
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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)
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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)
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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)
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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)
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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)
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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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