UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO
SECTION 14C OF THE
SECURITIES EXCHANGE ACT OF
1934
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Definitive Information Statement Only
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Defense Technologies International
Corp.
(Name of Registrant as Specified In Its
Charter)
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DEFENSE
TECHNOLOGIES INTERNATIONAL CORP.
2683 Via De La Valle, Suite G418
Del
Mar, California 92014
Phone: (800) 520-9485
Email:
dtii@defensetechnologiesint.com
NOTICE OF ACTION BY WRITTEN
CONSENT OF OUR STOCKHOLDERS
Date of Mailing: October 12,
2021
To Our
Stockholders:
The attached Information
Statement is furnished by the Board of Directors of Defense
Technologies International Corp. (“DTII”, the “Company,” “we” or
“us”). The Company, a Delaware corporation, is a public company
registered with the Securities and Exchange Commission. The
Information Statement has been filed with the Securities and
Exchange Commission (the “SEC”) and is being furnished, pursuant to
Regulation 14C of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), to notify stockholders of actions we are
taking pursuant to written consents representing a majority of the
voting power of our common stock, in lieu of a meeting of
stockholders.
On September 23, 2021, our
Board and holders of Preferred Voting Shares ‘Series A’ (“Preferred
Stock”) that carry common stock voting rights equal to 292,486,900
votes, or approximately 69.83% of the voting power of our issued
and outstanding $0.0001 par value common stock (“Common Stock”),
consented in writing to amend the Company's Certificate of
Incorporation (the “Certificate of Amendment”). This consent was
sufficient to approve the Certificate of Amendment under Delaware
law and our Certificate of Incorporation. The attached Information
Statement describes the Certificate of Amendment approved by
written consent, which will increase the Company’s authorized
shares of common stock to 600,000,000 shares from 400,000,000
shares. The change in authorized capital will become effective no
earlier than twenty (20) calendar days after the filing and
dissemination of the Definitive Information Statement.
NO VOTE OR OTHER ACTION
OF THE COMPANY'S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS
INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
There are no stockholder
dissenters' or appraisal rights in connection with any of the
matters discussed in this Information Statement.
Please read this Notice and
Information Statement carefully and in its entirety. It
describes the terms of the actions taken by the
stockholders.
Although you will not have
an opportunity to vote on the approval of the Certificate of
Amendment, this Information Statement contains important
information about the Certificate of Amendment.
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By
Order of the Board of Directors
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/s/
Merrill W. Moses
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President and CEO, Director
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1
DEFENSE TECHNOLOGIES INTERNATIONAL CORP.
2683 Via De La Valle, Suite G418
Del
Mar, California 92014
INFORMATION STATEMENT
REGARDING CORPORATE ACTION TAKEN BY
WRITTEN CONSENT
IN LIEU OF SPECIAL MEETING.
NO VOTE OR OTHER CONSENT
OF OUR STOCKHOLDERS IS SOLICITED IN CONNECTION WITH THIS
INFORMATIOIN STATEMENT. WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
This Information Statement
is being furnished to stockholders of Defense Technologies
International Corp. (“DTII”), a Delaware corporation (the
“Company,” “we” or “us”), to advise them of corporate actions
authorized by our Board of Directors and the written consent of
holders of our Series “A” Convertible Preferred Stock
(“Preferred Stock”), which
carry common stock voting rights of 100 votes for each Preferred
Share that equates to 292,486,900 votes, or approximately 69.83% of
the voting power of our issued and outstanding, $0.0001 par value
common stock (“Common Stock”), as of the record date of
September 23, 2021 (the “Record Date”). These actions are being
taken without notice, meetings or votes in accordance with the
Delaware General Corporation Law (DGCL), the Company’s Certificate
of Incorporation and its Bylaws. This Information Statement is
being mailed to the stockholders of the Company as of the Record
Date, September 23, 2021.
On September 23, 2021, the
Board of Directors approved, and recommended to stockholders for
approval, an amendment to the Company's Certificate of
Incorporation that will increase the Company’s authorized shares of
common stock to 600,000,000 shares from 400,000,000 shares (the
“Certificate of Amendment”). The full text of the Certificate of
Amendment is attached to this Information Statement as Appendix
“A”.
Also on September 23, 2021,
holders of 2,924,869 Preferred Voting Shares Series A representing
voting power of 292,486,900 votes, or approximately 69.83%, of our
Common Stock voting power (and thus a majority of voting power),
consented in writing to approve the Certificate of Amendment. This
consent was sufficient to approve the Certificate of Amendment
under Delaware law.
We are
not aware of any substantial interest, direct or indirect, by
security holders or otherwise, that is in opposition to matters of
action being taken. In addition, pursuant to the laws of
Delaware, this action to be taken by majority written consent in
lieu of a special stockholder meeting does not create appraisal or
dissenters’ rights.
Our
Board of Directors determined to pursue stockholder action by
majority written consent of those shares entitled to vote, to
reduce the costs and management time required to hold a special
meeting of stockholders and to implement the above action in a
timely manner.
Under
Section 14(c) of the Exchange Act, actions taken by written consent
without a meeting of stockholders cannot become effective until 20
days after the mailing date of this definitive Information
Statement, or as soon thereafter as is practicable. We are
not seeking written consent from any stockholders other than as set
forth above and our other stockholders will not be given an
opportunity to vote with respect to the actions taken. All
necessary corporate approvals have been obtained, and this
Information Statement is furnished solely for the purpose of
advising stockholders of the actions taken by written consent and
giving stockholders advance notice of the actions taken.
2
FORWARD-LOOKING
INFORMATION
This Information Statement
and other reports that we file with the SEC may contain
"forward-looking statements." All statements other than statements
of historical fact are "forward-looking statements" for purposes of
these provisions, including any projections of earnings, revenues
or other financial items, any statement of the plans and objectives
of management for future operations, and any statement of
assumptions underlying any of the foregoing. These statements
may contain words such as "expects," "anticipates," "plans,"
"believes," "projects," and words of similar meaning. These
statements relate to our future business and financial
performance.
Actual outcomes may differ
materially from these statements. The risks listed in this
Information Statement as well as any cautionary language in this
Information Statement, provide examples of risks, uncertainties and
events that may cause our actual results to differ materially from
any expectations we describe in our forward-looking statements.
There may be other risks that we have not described that may
adversely affect our business and financial condition. We disclaim
any obligation to update or revise any of the forward-looking
statements contained in this Information Statement. We caution you
not to rely upon any forward-looking statement as representing our
views as of any date after the date of this Information Statement.
You should carefully review the information and risk factors set
forth in other reports and documents that we file from time to
time with the SEC.
OUTSTANDING VOTING SECURITIES AND CONSENTING
STOCKHOLDERS
As of
the date of the written consents by stockholders, DTII had issued
and outstanding 126,357,931 shares of common
stock and 2,924,869 shares of Series “A” Convertible Preferred
Stock. Each share of common stock entitles the holder thereof to
one vote on all matters submitted to stockholders and each share of
Series “A” Preferred Stock has Common Stock voting power of 100
votes per share.
On
September 23, 2021, stockholders representing 2,924,869 shares of
Preferred Stock executed and delivered to the Board of Directors
written consents equaling voting power of 292,486,900 shares of
Common Stock approving the amendment to increase authorized Common
Stock. Because the action was approved by stockholders
owning a majority of our outstanding voting power, no proxies are
being solicited with this Information Statement. No consideration
was paid for the consents.
Delaware corporate law provides in substance that unless a
company’s certificate of incorporation provide otherwise,
stockholders may take any action without a meeting of stockholders,
without prior notice and without a vote if a consent or consents in
writing, setting forth the action so taken, is signed by
stockholders of the outstanding stock having not less than the
minimum number of votes that would be necessary to authorize and
take such action at a meeting at which all shares entitled to
vote thereon were present voted.
NO APPRAISAL
RIGHTS
Under Delaware corporate
law, stockholders have no appraisal or dissenters' rights in
connection with the Certificate of Amendment.
INTERESTS OF CERTAIN
PARTIES IN THE MATTERS TO BE ACTED UPON
None of the directors or
executive officers of the Company has any substantial interest
resulting from the Certificate of Amendment that is not shared by
all other stockholders, pro rata, and in accordance with their
respective interests.
3
COST OF THIS INFORMATION
STATEMENT
The entire cost of
furnishing this Information Statement will be borne by the Company.
We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the
beneficial owners of our Common Stock held of record by
them.
HOUSEHOLDING OF
STOCKHOLDER MATERIALS
In some instances, we may
deliver only one copy of this Information Statement to multiple
stockholders sharing a common address. If requested by phone or in
writing, we will promptly provide a separate copy to a stockholder
sharing an address with another stockholder. Requests by phone
should be directed to our Admin. Advisory Officer at (800)
520-9485, and requests in writing should emailed to
dtii@defenstetechnologiesintl.com. Stockholders sharing an address who
currently receive multiple copies and wish to receive only a single
copy should contact their broker or send a signed, written request
to us at the above address.
AMENDMENT TO OUR
CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES
OF COMMON STOCK
General
Our Certificate of
Incorporation currently authorized 400,000,000 shares of common
stock and 20,000,000 shares of preferred stock.
On September 23, 2021, the
Board of Directors and the consenting stockholders approved the
filing of an amendment to our Certificate of Incorporation to
increase the authorized shares of common stock to 600,000,000
shares from 400,000,000 shares.
Reasons for the Increase
in Authorized Shares of Common Stock
As of September 23, 2021,
there were 126,357,931 shares of common stock outstanding.
In order to provide future funding for the Company’s
operations, it will be necessary to issue additional shares of
common stock, or other instruments that are convertible into common
stock. Most lenders that fund convertible instruments require that
the borrower direct its stock transfer agent to establish a reserve
of authorized shares to be available for conversion of the lender’s
convertible notes. If the market price of the borrower’s
convertible stock declines, the reserve may be required to be
increased. In the event that there are insufficient
authorized shares to honor a conversion notice, there may be
contractual penalties payable by the borrower. The increase in the
Company’s authorized shares to 600,000,000 shares from 400,000,000
shares is intended to provide adequate authorized shares to cover
the Company’s funding needs for at least the next 12
months.
Principal Effects of the
Increase in Authorized Shares of Common Stock
While the authorization of
additional shares of common stock is intended to increase our
financial flexibility, it could also lead to dilution of the
existing stockholders in the event that additional shares are sold
for less than the current market price (or in the case of
convertible debt, if the conversion price is less than our present
market price). This is likely in the case of convertible debt, as
convertible lenders typically require that they be permitted to
convert at a discount from the market price at the time of
conversion.
Effective
Date
Under Rule 14c-2,
promulgated pursuant to the Securities Exchange Act of 1934, as
amended, the Amendment shall be effective twenty (20) days after
this Information Statement is mailed to stockholders of the
Company. We anticipate the effective date to be on or
about November 1, 2021.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information, as of September 23,
2021, with respect to the holdings of (i) each person who is the
beneficial owner of more than 5% of our common stock, (ii) each of
our directors, (iii) each executive officer, and (iv) all of our
current directors and executive officers as a group.
Beneficial ownership of the common stock is determined in
accordance with the rules of the Securities and Exchange Commission
and includes any shares of common stock over which a person
exercises sole or shared voting or investment power, or of which a
person has a right to acquire ownership at any time within 60 days
of September 23, 2021. Except as otherwise indicated, we believe
that the persons named in this table have sole voting and
investment power with respect to all shares of common stock held by
them. Applicable percentage ownership in the following table is
based on 126,357,931
shares of common stock outstanding as of September 1, 2021 plus,
for each individual, any securities that individual has the right
to acquire within 60 days of that date.
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Name
and Address
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Amount and Nature of
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Percent
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of Beneficial
Owner
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Beneficial
Ownership(1)
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of
Class(2)
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Directors and
Executive Officers:
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Merrill W.
Moses, President & CEO
2683 Via De La
Valle, Suite G418
Del Mar, California
92014
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1,000,468
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0.0239%
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Charles C. Hooper, Director
2683 Via De La
Valle, Suite G418
Del Mar, California
92014
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167
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0.00004%
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5%
Beneficial Owners:
EMAC Handels AG(3)
Schuetzenstr. 22
Pfaeffikon,Switzerland
Series “A” Preferred Stock
Owners:
AMC
Service GmbH, Daniel Lacher, Control Person
Alte Greifenseestrasse 16,
Volketswil/Switzerland
Emac
Handels AG, Reinhard Hiestand, Control Person,
Churerstr. 106, Pfaeffikon/Switz
Velania
Treuhand AG, Thomas Hiestand, Control Person
Churerstr. 106, Pfaeffikon/Switz
Reinhard
Hiestand(4)
Churerstr. 106, Pfaeffikon/Switz
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1,374,605
390,234
(39,023,400 votes)
2,282,635 (228,263,500 votes)
390,234
(39,023,400 votes)
152,000
(15,200,000 votes)
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0.3282%
12,45%
54.50%
2.39%
3.63%
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_________________________
(1)
Unless otherwise
indicated, the named person will be the record and beneficially
owner of the shares indicated.
(2)Percent
of shares is based on 126,357,931 shares of Common
Stock outstanding as of September 23, 2021, except for holders of
Series “A” Preferred Stock, which is based on the aggregate number
of shares of Common Stock and Preferred Stock
outstanding.
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(3)EMAC
Handels AG is a Swiss company located in Pfaeffikon, Switzerland,
owned and controlled by Reinhard Hiestand.
(4)Reinhard
Hiestand owns 0 shares of common stock.
ADDITIONAL INFORMATION
This Information Statement
should be read in conjunction with certain reports that we
previously filed with the SEC, including our:
* Annual Report on Form 10-K
for the fiscal year ended April 30, 2021 and
* Quarterly Reports on Form
10-Q for the periods ended July 31, 2021
The reports we file with the
SEC and the accompanying exhibits may be inspected without charge
at the Public Reference Section of the Commission at 100 F Street,
N.E., Washington, DC 20549. Copies of such materials may also be
obtained from the SEC at prescribed rates. The SEC also maintains a
Web site that contains reports, proxy and information statements
and other information regarding public companies that file reports
with the SEC. Copies of the Reports may be obtained from the SEC's
EDGAR archives at http://www.sec.gov. We will also mail copies of
our prior reports to any stockholder upon written
request.
As a
matter of regulatory compliance, we are sending you this
Information Statement that describes the purpose and effect of the
above action. Your consent to the above action is not required
and is not being solicited in connection with this action. This
Information Statement is intended to provide our stockholders
information required by the rules and regulations of the Securities
Exchange Act of 1934.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL
PURPOSES ONLY.
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By
Order of the Board of Directors
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/s/
Merrill W. Moses
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Merrill
W. Moses, President and CEO, Director
October
12, 2021
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6
Appendix “A”
STATE OF DELAWARE
CERTIFICATE OF
AMENDMENT
OF CERTIFICATE OF
INCORPORATION
of
Defense Technologies International
Corp.
The undersigned officer Defense Technologies International
Corp. (“DTII”) a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware
(the “Corporation”), DOES HEREBY CERTIFY as follows:
FIRST: That at a meeting of the Board of Directors of
Defense Technologies International Corp.
RESOLVED, that the Certificate of Incorporation of
this corporation be amended by changing the Article thereof
numbered “Four” so that, as amended said Article shall be and read
as follows:
Article Four:
a) the total number of Common Shares of stock which the corporation
shall have the authority to issue shall be increased from two
hundred million (400,000,000) to four hundred million (600,000,000)
and the par value of each share shall be $0.0001; and
SECOND:
That thereafter, pursuant to resolution of its Board of Directors,
stockholders with a total of 69.83% of the issued and outstanding
shares of the corporation, having not less than the minimum number
of votes required to authorize such action, consented without a
meeting in writing to the above increase of the Authorized Capital
Stock.
THIRD:
That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this
certificate to be signed this 12th day of October, 2021.
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By:
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/S/
Merrill W. Moses
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Authorized Officer
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Title:
President and CEO
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Name:
Merrill W. Moses, Authorized Officer
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