SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 18, 2019
SECURITY DEVICES INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|107 Audubon Road, Suite 201 Wakefield, MA||01880|
|(Address of principal executive offices)||(Zip Code)|
|Registrants telephone number, including area code (902) 582-6402|
|(Former name or former address, if changed since last report.)|
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 (see General Instruction A.2. below):
[ ] 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))
Securities registered pursuant to Section 12(b) of the
|Title of each class||Trading
|Name of each exchange on which registered|
|Common Stock||SDEV||The Canadian Stock Exchange (CSE)|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
|SEC 873 (05-19)||Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.|
Item 1.01 Entry into a Material Definitive Agreement
On July 22, 2019, Security Devices International Inc. (the Company) entered into a Securities Purchase Agreement (the Agreement) with several investors (the Purchasers) and Northeast Industrial Partners, LLC as collateral agent for the Purchasers (the Collateral Agent) to sell up to approximately USD $3,000,000 of units (the Units), with each $1,000 of Units consisting of (i) a $1,000 unsecured convertible promissory note (collectively the Notes), convertible into the Companys Common Stock, par value $.001 per share (the Common Stock), and (ii) four thousand (4,000) warrants (the Warrants) each exercisable for one share of Common Stock at an exercise price of USD $0.25 per share, in a private placement (the Private Placement) pursuant to Regulation D under the Securities Act of 1933 (the Securities Act). An initial sale of $2,282,500 of the Units was closed on July 22, 2019. The Company has received expressions of interest to purchase up to USD $717,500 of additional Units and expects to close on the sale of any such additional Units on or about August 31, 2019. The net proceeds from the sale of the Units will be used for general corporate purposes and working capital.
Terms of the Notes
The outstanding principal amount of the Notes accrues interest at a rate of 10% per annum, provided that, in the event of default on the Notes, the interest rate will be 15.0% during the period of default. The maturity date of the Notes is June 30, 2021, which date is subject to optional extension by each Purchaser if a change of control of the Company is announced prior to such date. Interest on the Notes is payable in arrears on the last day of each January and July while the Notes are outstanding. The Company has the option to redeem the Notes by paying the Purchasers the Optional Redemption Price as described in the Notes. Each Note is convertible into Common Stock, at the option of the Purchaser. Upon such optional conversion, the outstanding principal amount of the Note converts into shares of Common Stock at a conversion price of $0.15 per share, subject to adjustment as set forth in the Notes (the Note Conversion Price). The Company is not required to convert any portion of a Note if doing so results in the Purchaser beneficially owning more than 4.99% of the outstanding Common Stock after giving effect to such conversion, provided that on sixty-one (61) days prior written notice from the Purchaser to the Company, that percentage may increase to 19.99% .
Upon a Change of Control (as defined in the Note), an Purchaser may require the Company to redeem all or a portion of a Note, in which case the Company will pay in cash an amount equal to the greater of (a) the sum of (x) the aggregate consideration that the Purchaser would be entitled to receive in connection with the Change of Control if the Purchaser were to fully convert (without giving effect to any limitations on conversion) the outstanding principal of the Note into Common Stock immediately prior to the consummation of such Change of Control, plus (y) any accrued and unpaid interest thereon through but excluding the effective date of the Change of Control and any accrued and unpaid late charges, or (b) an amount equal to the sum of (i) the outstanding principal of the Note plus, (ii) any accrued and unpaid interest thereon through but excluding the effective date of the Change of Control and any accrued and unpaid late charges plus, (iii) an amount equal to 100% of the interest that would have been earned on the Note from the effective date of the Change of Control through the maturity date of the Note. Notwithstanding any other provision of the Agreement or the Note, the effective interest rate may not exceed 25% per annum.
The Notes contain restrictive covenants which, among other things, restrict the Companys ability to incur additional indebtedness, grant security interests on its assets, or make distributions on or repurchase its common stock.
The Notes are secured, pursuant to the Agreement, with a security interest in substantially all of the Companys assets. The Purchasers have appointed a Collateral Agent to act as collateral agent for the Purchasers. The Company has granted the Collateral Agent a security interest in substantially all of its assets, as security for the Companys obligations under the Notes and the documents executed in connection with the Agreement.
Terms of the Warrants
Each Warrant is exercisable for one share of Common Stock at an exercise price of USD $0.25 per share, on or prior to the close of business on January 22, 2024. If the average closing price of the Common Stock is over USD $0.35 per share for a period of 20 consecutive trading days ending after the two-year anniversary of the issuance, the Company may give notice to the registered holders of the Warrants accelerating the expiry date to a date not less than 30 days following the date of such notice.
The Notes, the Warrants, and the Common Stock issuable upon conversion of the Notes and/or exercise of the Warrants have not been, and will not be, registered under the Securities Act, and may not be sold, transferred or assigned (i) in the absence of an opinion in a generally acceptable form of counsel, which counsel shall be selected by the holder and be reasonably acceptable to the Company, that registration is not required under the Securities Act or (ii) unless sold pursuant to Rule 144 under the Securities Act.
The foregoing summary of the Agreement, the Notes, the Warrants, and related agreements is qualified in its entirety by the terms of the Agreement and the exhibits thereto (including the form of Unsecured Convertible Note and form of Warrant), attached as Exhibit 10.1 and incorporated herein by reference.
This document contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Agreement, including benefits of the transaction. These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate, future, strategy , opportunity, plan, may, should, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including, but not limited to, the Companys ability to comply with all the terms and provisions of the Agreement and the documents executed in connection therewith, and general economic conditions. In addition, please refer to the documents that the Company files with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this document. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements and the Company assumes no obligation, and does not intend, to update or revise these forward-looking statements, whether as result of new information, future events, or otherwise.
Amendments to Existing Notes
On July 18, 2019, a majority of the holders of notes (Required Holders) related to Securities Purchase Agreements dated October 22, 2018 (October 2018 Notes) and April 15, 2019 (April 2019 Notes) respectively (collectively the Outstanding Notes), voted to amend the terms of the Outstanding Notes.
The amendments expand the definitions of Permitted Indebtedness and Permitted Lien in the Outstanding Notes, and modify certain restrictions on the payment of Permitted Indebtedness. By the terms of the amendments, the Company was authorized to issue up to $7,000,000 of debt in addition to that represented by the Outstanding Notes (Additional Debt) that may be secured by the companys assets provided that such Additional Debt be subordinate or pari passu to the Outstanding Notes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under and Off-Balance Sheet Arrangement of a Registrant.
The Company incorporates by reference the discussion included at item 1.01 above.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
The Companys quarterly reports on Form 10-Q for the second quarter ended May 31, 2019 was due to be filed with the Securities and Exchange Commission (SEC) by July 15, 2019 and would have been deemed filed on a timely basis if the Company had filed Form 12b-25 and Form 10-Q with the SEC by July 22, 2019. The Company filed a Form 12b-25 on July 15, 2019. However, the Company will not be able to file its Form 10Q by July 22, 2019 as expected for the reasons set forth below.
During the quarter the Company implemented new enterprise software in both the U.S. and in South Africa. Finalization of these implementations, production of the Companys financial statements, and related testing and independent review have taken longer than previously anticipated. The Company intends to file its quarterly reports on Form 10-Q for the quarter ended May 31, 2019 as soon as possible after the completion of the quarterly review by its independent auditors.
Item 3.02 Unregistered Sales of Equity Securities.
The Company incorporates by reference the discussion included at Item 1.01 above. The Company relied on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act to offer and sell the Notes and the Warrants inasmuch as the offer and sale was made to accredited investors only and the Company did not undertake any form of general solicitation or general advertising.
|Exhibit||Description||Method of Filing|
|10.1||Securities Purchase Agreement dated July 22, 2019 by and among Security Devices International Inc., Northeast Industrial Partners, LLC, and the purchasers party thereto, including exhibits.||Attached as Exhibit|
|10.2||Amendment to the October 2018 Notes||Attached as Exhibit|
|10.3||Amendment to the April 2019 Notes||Attached as Exhibit|
|99.1||News Release dated July 22, 2019||Attached as Exhibit|
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.|
|Date July 22, 2019|
|Name: Bryan Ganz|
|Title: Chief Executive Officer|