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): January 17,
2020
Defense Technologies International Corp.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-54851
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99-0363802
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address
of principal executive off
2683 Via De
La Valle, Suite G418, Del Mar, CA 92014
ices)
Registrant's
telephone number, including area code: (800) 520-9485
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))
FORM 8-K
When used in this Current Report on Form 8-K, the terms “company”,
“Defense Technologies,” “DTII”, “we,” “us,” “our” and similar
terminology, reference Defense Technologies International
Corp.
Item
2.03 Creation of a
Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On January 17, 2020, the company finalized two separate funding
agreements from two separate lenders, whereby we received an
aggregate of $250,000. On January 21, the company issued a press
release to announce the funding, a copy of which is include
herewith as Exhibit 99.1.
The first agreement, a 15% Convertible Debenture in the
amount of $220,000 due January 12, 2021 (the “Debenture”),
includes a prorated original issue discount (“OID”) of $20,000.
As a result of the OID, the Company received $200,000. The
Debenture is convertible at any time into shares of DTII common
stock at a price equal to the lower of (a) $0.60 per share, subject
to adjustment; and (b) 60% of the lowest trading price during the
20 trading days immediately prior to the conversion date. In
addition to the OID, the Debenture carries an interest rate of ten
percent (10%) per annum.
The holder will not have the right to convert any portion of the
Debenture if, giving effect to the conversion, the holder and/or
any of its affiliates together, would beneficially own in excess of
4.99% of the outstanding shares of DTII. The company shall have the
right at any time to redeem the Debenture after giving a twenty day
notice of redemption to the holder.
The second funding agreement is a Convertible Promissory Note in
the principal amount of $171,000 (the “Note”) with an
interest rate of ten percent (10%) per annum. The Note includes a
prorated OID of up to $15,000 to cover the holder’s fees and other
transactional costs incurred in connection with the Note, which is
included in the principal balance, plus legal costs. At the closing
of the Note, we received the first tranche of $50,000. Additional
tranches, up to the maximum amount of $100,000, will be funded as
agreed upon by the parties. Thus, the purchase price of the Note
equals the principal amount ($171,000) minus the OID ($15,000), or
up to $156,000.00.
The holder of the Note has the right, at any time, to convert all,
or ay part of the outstanding and unpaid principal amount and
accrued interest, into shares of DTII common stock at a variable
conversion price [“VCP”). The
VCP will be 55% of the market price of DTII shares, as determined
by the lesser of the (i) lowest traded price, and (ii) lowest
closing bid price on the applicable over the counter trading
market, during the 25 trading-day period ending on the day prior to
conversion. In the event the DTII shares are not deliverable via
DWAC following a conversion under the Note, an additional ten
percent (10%) discount will be factored into the VCP. If during the
term of the Note the company ceases to be subject to the reporting
requirements of the Securities Exchange Act of 1933, an additional
fifteen percent (15%) will be factored into the VCP.
We intend to immediately use the new funds to purchase certain
fabrication center equipment and assembly fixtures, which we
believe will expand our production and fabrication capabilities of
our Passive Portal walk-through weapons detector scanner. We will
also pay out settlement of an existing note payable in the amount
of $80,620. Future tranches from the Note will be used to enhance
the production of the Passive Portal and for other general
corporate activities.
Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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15%
Convertible Debenture
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10.2
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Convertible
Promissory Note
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99.1
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Press Release
dated January 7, 2020
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Cautionary Note About Forward-looking Statements
Statements contained in this current report which are not
historical facts, may be considered "forward-looking statements,"
which term is defined by the Private Securities Litigation Reform
Act of 1995. Any “safe harbor under this Act does not apply
to a “penny stock” issuer, which definition would include the
company. Forward-looking statements are based on current
expectations and the current economic environment. We caution
readers that such forward-looking statements are not guarantees of
future performance. Unknown risks and uncertainties as well as
other uncontrollable or unknown factors could cause actual results
to materially differ from the results, performance or expectations
expressed or implied by such forward-looking statements.
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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Defense
Technologies International Corp.
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Date:
January 23, 2020
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By: /s/
Merrill W.
Moses
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Merrill W.
Moses
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President, CEO
and
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Interim Chief
Financial Officer
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