$DTII 8k released Friday after hours: http://w
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Posted On: 07/29/2017 11:43:46 AM
$DTII 8k released Friday after hours:
http://www.otcmarkets.com/edgar/GetFilingHtml...D=12197114
ECURITIES 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): July 24, 2017
Defense Technologies International Corp.
(Exact name of registrant as specified in its charter)
Delaware
000-54851
Not Applicable
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4730 South Fort Apache Road, Suite 300, Las Vegas, Nevada 89147
(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 520-9485F
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 Ac (17 CFR 240.13e-4(c))
FORM 8-K
When used in this Current Report on Form 8-K, the terms "company", "DTIC," "we," "us," "our" and similar terminology are in reference to Defense Technologies International Corp .
Item 1.01 Entry into a Material Definitive Agreement.
On July 24, 2017, Defense Technologies International Corp. entered into a Funding Agreement with RAB Investments AG, located in Zug, Switzerland, which is intended to provide necessary funding towards the initial production of the company's non-X-ray security scanner. The Agreement calls for RAB to fund a minimum of $50,000 to a maximum of $150,000 on a "best efforts basis," with a first tranche of $25,000 to be completed by August 15, 2017. In exchange for the funds, DTIC will issue convertible notes that may be converted into DTIC common stock at a discount of 25%, based on the 10-day average trading value of DTIC shares at the time of the initial conversion. The notes may be converted at any time, in whole or partially, but all conversions must be at the same rate as the initial conversion.
No funding has been provided as of the date hereof and there is no assurance that funds will be provided by the anticipated initial first tranche of August 15, 2017, or thereafter. DTIC does not intend to file a registration statement for the convertible notes or any shares of DTIC common stock to be issued upon conversion of the notes. Any securities issued pursuant to the Funding Agreement or conversion of the notes will be considered restricted securities.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Funding Agreement
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: July 28, 2017
By: S/ Merrill W. Moses
Merrill W. Moses
President
Exhibit 10.1
FUNDING AGREEMENT
BETWEEN:
RAB Investments AG
Untermuehli 7, 6300 Zug, Switzerland
(Hereinafter referred to as " RAB "
AND:
Defense Technologies International Corp.
4730 South Fort Apache Road, Ste. 300, Las Vegas, NV 89147.
(Hereinafter referred to as " DTII "
WHEREAS 'RAB' is a present Shareholder/Lender of DTII , and
WHEREAS 'RAB' is willing to lend further funding to DTII , and
WHEREAS such funds shall be used explicit for the production of the PASSIVE SECURITY SCAN system as licensed by DTII .
WHEREAS DTII has the exclusive world-wide licenses to produce and market the PASSIVE SECURITY SCAN system, and
WHEREAS DTII developed a working prototype of the PASSIVE SECUTIY SCAN system and is ready to start production and marketing.
THEREFORE the above parties herewith agree to following funding subject to following terms and conditions:
1)
RAB shall provide a minimum of $50,000 to a maximum of $150,000 to be funded in tranches of minimum $25,000.
2)
The funding shall be based on 'Best Efforts Basis'.
3)
The funding shall commence within 10 days of the filing of the 10K per April 30, 2017 due on or before July 31, 2017.
4)
The funding shall be done through the means of loans with convertible notes at a discount of 25% on the prior 10 days average trading value of its common stock calculated at the time of conversion. The loan/s may be converted in tranches or in its entirety, provided however that the total loan/s shall be converted at the same rate of the first conversion.
5)
DTII must be in good standing within all applicable laws and the rules and regulations of the SEC.
6)
DTII must be current in all its filings at all times.
7)
DTII and RAB shall do and execute all such acts as are deemed necessary under the laws of the State of Delaware and as required under the Rules and Regulations of the US SEC to fully execute this Agreement.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this Agreement shall be continued and enforced as if such illegal, invalid or unenforceable provision were never a part hereof and in lieu of such provision, there shall be added automatically as part of his Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible to make such provision legal, valid and enforceable.
9)
This Agreement is being executed without the benefit of legal counsel, provided however, the parties to this Agreement may at their cost submit this Agreement to legal c ounsel for revision to give it proper and legal effect, provided however, the content and spirit of the Agreement shall not be changed and provided that such revision shall be done on or before 45 days from date of this Agreement.
10)
Each party to this Agreement agrees to do all such other actions and execute such other documents deemed necessary to give full effect to this Agreement.
11)
This Agreement shall endure to the benefit and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, associates and assigns.
12)
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware with place of Jurisdiction being Salt Lake County, Utah.
IN WITNESS WHEREOF, the parties hereto executed this Agreement as on this 24 th day of July, 2017.
Defense Technologies International Corp.
RAB Investments AG
__________________________________
Daniel Lacher, President
http://www.otcmarkets.com/edgar/GetFilingHtml...D=12197114
ECURITIES 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): July 24, 2017
Defense Technologies International Corp.
(Exact name of registrant as specified in its charter)
Delaware
000-54851
Not Applicable
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4730 South Fort Apache Road, Suite 300, Las Vegas, Nevada 89147
(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 520-9485F
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 Ac (17 CFR 240.13e-4(c))
FORM 8-K
When used in this Current Report on Form 8-K, the terms "company", "DTIC," "we," "us," "our" and similar terminology are in reference to Defense Technologies International Corp .
Item 1.01 Entry into a Material Definitive Agreement.
On July 24, 2017, Defense Technologies International Corp. entered into a Funding Agreement with RAB Investments AG, located in Zug, Switzerland, which is intended to provide necessary funding towards the initial production of the company's non-X-ray security scanner. The Agreement calls for RAB to fund a minimum of $50,000 to a maximum of $150,000 on a "best efforts basis," with a first tranche of $25,000 to be completed by August 15, 2017. In exchange for the funds, DTIC will issue convertible notes that may be converted into DTIC common stock at a discount of 25%, based on the 10-day average trading value of DTIC shares at the time of the initial conversion. The notes may be converted at any time, in whole or partially, but all conversions must be at the same rate as the initial conversion.
No funding has been provided as of the date hereof and there is no assurance that funds will be provided by the anticipated initial first tranche of August 15, 2017, or thereafter. DTIC does not intend to file a registration statement for the convertible notes or any shares of DTIC common stock to be issued upon conversion of the notes. Any securities issued pursuant to the Funding Agreement or conversion of the notes will be considered restricted securities.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Funding Agreement
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: July 28, 2017
By: S/ Merrill W. Moses
Merrill W. Moses
President
Exhibit 10.1
FUNDING AGREEMENT
BETWEEN:
RAB Investments AG
Untermuehli 7, 6300 Zug, Switzerland
(Hereinafter referred to as " RAB "
AND:
Defense Technologies International Corp.
4730 South Fort Apache Road, Ste. 300, Las Vegas, NV 89147.
(Hereinafter referred to as " DTII "
WHEREAS 'RAB' is a present Shareholder/Lender of DTII , and
WHEREAS 'RAB' is willing to lend further funding to DTII , and
WHEREAS such funds shall be used explicit for the production of the PASSIVE SECURITY SCAN system as licensed by DTII .
WHEREAS DTII has the exclusive world-wide licenses to produce and market the PASSIVE SECURITY SCAN system, and
WHEREAS DTII developed a working prototype of the PASSIVE SECUTIY SCAN system and is ready to start production and marketing.
THEREFORE the above parties herewith agree to following funding subject to following terms and conditions:
1)
RAB shall provide a minimum of $50,000 to a maximum of $150,000 to be funded in tranches of minimum $25,000.
2)
The funding shall be based on 'Best Efforts Basis'.
3)
The funding shall commence within 10 days of the filing of the 10K per April 30, 2017 due on or before July 31, 2017.
4)
The funding shall be done through the means of loans with convertible notes at a discount of 25% on the prior 10 days average trading value of its common stock calculated at the time of conversion. The loan/s may be converted in tranches or in its entirety, provided however that the total loan/s shall be converted at the same rate of the first conversion.
5)
DTII must be in good standing within all applicable laws and the rules and regulations of the SEC.
6)
DTII must be current in all its filings at all times.
7)
DTII and RAB shall do and execute all such acts as are deemed necessary under the laws of the State of Delaware and as required under the Rules and Regulations of the US SEC to fully execute this Agreement.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this Agreement shall be continued and enforced as if such illegal, invalid or unenforceable provision were never a part hereof and in lieu of such provision, there shall be added automatically as part of his Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible to make such provision legal, valid and enforceable.
9)
This Agreement is being executed without the benefit of legal counsel, provided however, the parties to this Agreement may at their cost submit this Agreement to legal c ounsel for revision to give it proper and legal effect, provided however, the content and spirit of the Agreement shall not be changed and provided that such revision shall be done on or before 45 days from date of this Agreement.
10)
Each party to this Agreement agrees to do all such other actions and execute such other documents deemed necessary to give full effect to this Agreement.
11)
This Agreement shall endure to the benefit and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, associates and assigns.
12)
This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware with place of Jurisdiction being Salt Lake County, Utah.
IN WITNESS WHEREOF, the parties hereto executed this Agreement as on this 24 th day of July, 2017.
Defense Technologies International Corp.
RAB Investments AG
__________________________________
Daniel Lacher, President
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