SECURITY DEVICES INTERNATIONAL, INC. (OTCMKTS:SDEV) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities
On April 1, 2019 Security Devices International, Inc. (the “Company”) made a share issuance to Bryan Ganz (“Ganz”), the Company’s President under his consulting agreement dated June 1, 2018. The Company issued 333,333 common shares for the term December 1, 2018 to March 31, 2019 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 Company issued 180,000 common shares for the term January 1, 2019 to March 31, 2019 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 250,000 shares to Lisa Klein Wager (“Wager”), the Company’s General Counsel for her services from January through March of 2019. 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 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
The Company’s Chief Executive Officer, Paul Jensen has retired and resigned effective April 1, 2019 as CEO. He will remain a director.Dean Thrasher, who has served as Executive Chairman and Corporate Secretary of the Board has resigned effective April 1, 2019 from these positions giving him the ability to pursue other endeavors. He will remain a director. Bryan Ganz, the Company’s President, will assume the title and responsibilities of CEO effective April 1, 2019, and continue to serve as Chairman of the Board. Lisa Klein Wager, who was appointed effective October 29, 2018 as the Company’s General Counsel and Chief Legal Officer, will continue to serve in those capacities and has also been appointed as Corporate Secretary to take over those responsibilities from Mr. Thrasher effective April 1, 2019.
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.
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.
