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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):  March 21, 2022

 

DEFENSE TECHNOLOGIES INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

000-54851

99-0363802

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

2683 Via De La Valle, Suite G418, Del Mar, CA 92014

(Address of principal executive offices)

 

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)) 

 

Securities registered pursuant to Section 12(b) of the Act:   None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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. ☐


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  5.07Submission of Matters to a Vote of Security Holders. 

 

On March 11, 2022, our board of directors approved a proposal to effect a reverse stock split of issued and outstanding shares of common stock on a one share for five hundred (1:500) shares basis. Our voting securities consist of 203,526,392 shares of common stock and 3,583,326 shares of Series “A” Convertible Preferred Stock, which Preferred shares carry common stock voting rights of 100 shares for each Preferred share owned. As of March 11, 2022, stockholders who beneficially hold in the aggregate voting power equal to 361,034,898 shares, or approximately 64.258% of the voting power of our outstanding voting securities, executed and delivered to the board of directors written consents approving the reverse split. No other corporate action to be taken by written consent was considered.

 

The company’s voting power includes outstanding common stock as well as preferred shares that possess super voting power for common share votes. Written consents approving the action were executed and delivered to the board of directors on March 11, 2022. The effective date of the split will be established by our board, which we anticipate will be on or about Mary 4, 2022. Because the action was approved by the written consent of stockholders holding the majority of our outstanding voting securities, no proxies were solicited.

 

In connection with the proposed reverse stock split, on March 21, 2022 the company filed with the State of Delaware a Certificate of Amendment of Certificate of Incorporation reporting the action. We are also making necessary filings with FINRA and the SEC to effect the reverse stock split. We anticipate that an information statement announcing the proposed stock split will be mailed to stockholders on or about April 12, 2022.

 

Following the reverse stock split, we will have issued and outstanding approximately 407,052 shares of common stock, without giving effect to the rounding up of fractional shares. Split shares will be fully-paid and non-assessable. The rights and preferences of the outstanding common shares (post-split) will remain the same as pre-split shares.

 

Item 9.01Financial Statements and Exhibits. 

 

(d)Exhibits 

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to Certificate of Incorporation

 

 

 

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. 


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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.

 

 

Defense Technologies International Corp.

 

 

 

 

 

 

Date:  March 30, 2022

By:

/S/ MERRILL W. MOSES

 

 

Merrill W. Moses

 

 

President, CEO and

 

 

Interim Chief Financial Officer


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