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
| July 24, 2018 | 333-132456 |
| Date of Report (Date of earliest event reported) | Commission File Number |
SECURITY DEVICES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 71-1050654 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
107 Audubon Road, Bldg 2, Suite 201
Wakefield,
Massachusetts 01880
(Address of Principal Executive Offices) (Zip
Code)
(978) 868-5011
(Registrant’s telephone number,
including area code)
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))
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 8.01 | Other Event |
Wakefield, Massachusetts – July 24, 2018 - Security Devices International Inc. (“SDI” or “the Company”) continues the development on their less lethal Personal Security Devices (“PSD”), announces changes to officers of the Company and Board of Directors, and issues securities to officer. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit | Description | Method of Filing |
| Exhibit 99.1 | Press Release dated July 24, 2018 | Attached as Exhibit |
| 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. |
Not applicable.
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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.
| SECURITY DEVICES INTERNATIONAL INC. | ||
| July 24, 2018 | /s/ Dean Thrasher | |
| Name | Dean Thrasher | |
| Title: | Chief Executive Officer | |
3
PRESS RELEASE
SDI Announces Corporate Update
Wakefield, Massachusetts – July 24, 2018 (TSX-V: SDZ) (OTCQB: SDEV) Security Devices International Inc. (“SDI” or “the Company”) continues the development on their less lethal Personal Security Devices (“PSD”), announces changes to officers of the Company and Board of Directors, and issues securities to officer.
Development of Less Lethal Personal Security Devices
On April 15, 2018, the Company announced its acquisition of patents and related Intellectual Property (“IP”) focused on a new less lethal platform that delivers chemical irritants from a handgun-like Personal Security Device. As its first product offering utilizing the new IP, the Company is planning the introduction of a small, light-weight, .68 caliber hand-held PSD equipped with a 7-round magazine and capable of accurately and effectively engaging a target at up to 60 feet – less lethally and without causing serious injury. Targeted at home owners and enthusiasts who want protection without the burdens of gun ownership, the Company has already secured a commitment for 1,000 PSD’s from one of the leading distributors of firearms and accessories on the African continent.
Change to the Board of Directors
The Company is delighted to announce the addition of Paul Jensen to the SDI Board of Directors. Mr. Jensen, a graduate of the United States Military Academy at West Point, will bring his global network of contacts along with extensive product development experience to the Board as the Company expands outside of North America and continues to bring innovative security products to market.
Changes in Executive Positions
Dean Thrasher has been appointed Executive Chairman of the Company from his current position of CEO and will be responsible for the public side of the business. Paul Jensen has been appointed Chief Executive Officer of the Company from his current position as President & COO and will continue to steer our product development and move the Company into new markets that require less lethal platforms and munitions. Bryan Ganz has been appointed President of the Company from his current position of Executive Chairman and will be responsible for capital markets, investor relations, and some of our larger partners.
Issuance to Employee
The Company made a share issuance to Paul Jensen under the employment agreement announced August 28, 2017. SDI issued 298,880 common shares at a deemed price of CAD$0.2203 per share to satisfy the payment of USD $50,000 due in July 2018. The shares are subject to a four-month hold period.
Mr. Jensen is a related party of SDI under Multilateral Instrument 61-101 ("MI 61-101"). SDI is exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 in connection with this issuance.
About Security Devices International
SDI is a
technology company specializing in the areas of Personal Security Devices,
Military, Law Enforcement, Corrections, and Private Security. The Company
develops and manufactures innovative, less lethal equipment and munitions.
Forward Looking Statement
The information in
this news release includes certain information and statements about management’s
view of future events, expectations, plans and prospects that constitute forward
looking statements. Because of certain risks and uncertainties and as a result
of a variety of factors, the actual results, expectations, achievements or
performance may differ materially from those anticipated and indicated by these
forward-looking statements. Although SDI believes that the expectations
reflected in forward looking statements are reasonable, it can give no
assurances that the expectations of any forward-looking statements will prove to
be correct. Except as required by law, SDI disclaims any intention and assumes
no obligation to update or revise any forward-looking statements to reflect
actual results, whether as a result of new information, future events, changes
in assumptions, changes in factors affecting such forward-looking statements or
otherwise.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
| For additional information contact: |
| Paul Jensen, CEO |
| Tel. 978-868-5011 |
| www.securitydii.com |