SECURITY DEVICES INTERNATIONAL, INC. (OTCMKTS:SDEV) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02Unregistered Sales of Equity Securities
On January 23, 2019 Security Devices International, Inc. (the “Company”) made a share issuance to Paul Jensen (“Jensen”), the Company’s CEO under the employment agreement announced August 28, 2017. The Company issued 134,938 common shares at a deemed price of CAD$0.1967 per share. The Agreement provides for a quarterly payment of USD $50,000 to Jensen in shares of the Company up to June 30, 2018. Starting July 1, 2018, Jensen is to be paid $10,000 in cash per month and the balance of his remuneration in common shares of the Company. 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.
The Company also issued shares to Bryan Ganz (“Ganz”), the Company’s President under his consulting agreement dated June 1, 2018. The Company issued 500,000 common shares for the term September 1, 2018 to November 30, 2018 for his services. 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.
The Company also issued shares to 2412457 Ontario Corp. (“2412”) (a corporation controlled by Dean Thrasher), the Company’s Executive Chairman under his consulting agreement dated June 1, 2018. The agreement provides for a monthly payment of USD $3,500 per month to 2412. The Company issued 180,000 common shares for the term October 1, 2018 to December 31, 2018 for his services. 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.
The Company also issued shares to Lisa Klein Wager (“Wager”), the Company’s General Counsel under her consulting agreement dated October 29, 2018. The Company issued 166,666 common shares for her services for the term October 29, 2018 through December 31, 2018. 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.
Additionally, the Company has issued 134,938 common shares to Andre J. Buys Sr. (“Buys”) to his consulting agreement dated October 15, 2018 at a deemed price of CAD$0.1967 per share, to satisfy the payment under which Buys provided engineering consulting services to the Company. 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.
Item 9.01Financial 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.
About SECURITY DEVICES INTERNATIONAL, INC. (OTCMKTS:SDEV)
Security Devices International, Inc. (SDI) is a less-lethal defense technology company. The Company’s segments include the U.S.A. and Canada. It is specialized in the development, manufacturing and sale of next generation less-lethal ammunition. This ammunition is used by the military, correctional services and police agencies for crowd control. SDI’s 40 millimeter (mm) less-lethal weapon technology can be used over both short, as well as long distances. The Company has two products, which include Blunt Impact Projectile 40 millimeter (BIP) and Wireless Electric Projectile 40 millimeter (WEP). Its BIP family of ammunitions include BIP (Standard); BIP MP: Marking Powder; BIP ML: Marking Liquid; BIP OC: Oleoresin Capsicum; BIP MO: Malodorant; BIP DNA: Forensic Marking; BIP CS: Tear Gas Powder, and BIP TR: Training Round. The Company offers SDI Instructor Training Course, which provides professionally skilled instructors in less-lethal training.
