0001157523-17-000088.txt : 20170118 0001157523-17-000088.hdr.sgml : 20170118 20170118103035 ACCESSION NUMBER: 0001157523-17-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170113 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170118 DATE AS OF CHANGE: 20170118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Security Devices International Inc. CENTRAL INDEX KEY: 0001354866 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 711050654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-132456 FILM NUMBER: 17532597 BUSINESS ADDRESS: STREET 1: 9325 PUCKETT ROAD CITY: PERRY STATE: FL ZIP: 32348 BUSINESS PHONE: 905-582-6402 MAIL ADDRESS: STREET 1: 9325 PUCKETT ROAD CITY: PERRY STATE: FL ZIP: 32348 8-K 1 a51493952.htm SECURITY DEVICES INTERNATIONAL, INC. 8-K
 
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
 

January 13, 2017
 
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)
 
 
 
 
 
 
25 Sawyer Passway
Fitchburg, Massachusetts 01420
(Address of Principal Executive Offices) (Zip Code)
 
 (905)-582-6402
 
(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))
Item 3.02        Unregistered Sales of Equity Securities

On January 13, 2017 Security Devices International, Inc. (the "Company") issued 589,414 shares (the "Shares") of its common stock to Northeast Industrial Partners LLC ("Northeast") at a deemed price of $0.1142 per share. Northeast is controlled by Bryan Ganz, a member of the Company's board of directors. The Shares were the second installment to be paid by the Company to Northeast under that certain consulting agreement (the "Consulting Agreement") as previously reported by the Company on a Current Report on Form 8-K filed June 24, 2016. The Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Consulting Agreement was filed as Exhibit A to the Company's Definitive Proxy Statement on Schedule 14(a) filed on November 16, 2016.

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.


 
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.  
     
     
       
January 13, 2017
By:
/s/ Dean Thrasher  
  Name: Dean Thrasher  
  Title: Chief Executive Officer