Current Report Filing (8-k)
November 29 2017 - 6:07AM
Edgar (US Regulatory)
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
November
28, 2017
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333-132456
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Date
of Report (Date of earliest event reported)
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Commission File Number
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SECURITY DEVICES INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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71-1050654
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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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107 Audubon Road, Suite 201
Wakefield, MA 01880
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(Address of Principal Executive Offices) (Zip Code)
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(978)-868-5011
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(Registrant’s telephone number, including area code)
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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))
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.
⃞
Item 3.02 Unregistered Sale of Equity Securities
On November 28, 2017 – Security Devices International Inc. (“
SDI
”
or the “
Company
”) completed a private placement (the
“Private Placement”) for the sale of 35,783,612 units (the “Units) at
$0.106 per Unit for gross proceeds of USD$3,793,063.
Each Unit consists of one (1) common share of the Company’s common stock
(a “Common Share”) and one-half (1/2) of one Common Share purchase
warrant (each whole warrant, a “Warrant”). Each Warrant is exercisable
into one Common Share on or before November 28, 2022 at an exercise
price of $0.18. If the average closing price of the Common Shares is
over USD$0.36 per share for a period of 20 consecutive trading days
ending after November 28, 2019, the Company may give notice to the
registered holders of the Warrants accelerating the expiry date to a
date not less than 30 days following the date of such notice.
In connection with the Private Placement, the Company paid a placement
agent $60,669.00 in cash commission and issued to the placement agent
572,354 “Agent Warrants.” Each Agent Warrant is exercisable into one
Common Share on or before November 28, 2022 at an exercise price of
$0.15. If the average closing price of the Common Shares is over
USD$0.30 per share for a period of 20 consecutive trading days ending
after November 28, 2019, the Company may give notice to the registered
holders of the Agent Warrants accelerating the expiry date to a date not
less than 30 days following the date of such notice.
The Units, the Warrants, the Agent Warrants, and the shares of Common
Stock issuable upon exercise of the Warrants and the Agent Warrants were
issued in reliance upon the exemption from registration provided by
Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D
promulgated thereunder. This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of such state.
Item
9.01 Financial Statements and Exhibits
(a)
Financial
Statements of Business Acquired.
Not applicable.
(b)
Pro Forma Financial Information.
Not applicable.
(c)
Shell Company Transaction.
Not applicable.
(d)
Exhibits.
99.1
Press
Release entitled “SDI Announces Closing of Private Placement” dated as
of November 28, 2017
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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SECURITY DEVICES INTERNATIONAL, INC.
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November 28, 2017
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/s/ Dean Thrasher
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Name:
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Dean Thrasher
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Title:
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Chief Executive Officer
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