UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices)
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:
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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.
FORM 8-K
When used in this Current Report on Form 8-K, the terms “company”, “Defense Technologies,” “DTII”, “we,” “us,” “our” and similar terminology, reference Defense Technologies International Corp.
Item 5.07Submission of Matters to a Vote of Security Holders.
On March 11, 2022, our board of directors approved a proposal to effect a reverse stock split of issued and outstanding shares of common stock on a one share for five hundred (1:500) shares basis. Our voting securities consist of 203,526,392 shares of common stock and 3,583,326 shares of Series “A” Convertible Preferred Stock, which Preferred shares carry common stock voting rights of 100 shares for each Preferred share owned. As of March 11, 2022, stockholders who beneficially hold in the aggregate voting power equal to 361,034,898 shares, or approximately 64.258% of the voting power of our outstanding voting securities, executed and delivered to the board of directors written consents approving the reverse split. No other corporate action to be taken by written consent was considered.
The company’s voting power includes outstanding common stock as well as preferred shares that possess super voting power for common share votes. Written consents approving the action were executed and delivered to the board of directors on March 11, 2022. The effective date of the split will be established by our board, which we anticipate will be on or about Mary 4, 2022. Because the action was approved by the written consent of stockholders holding the majority of our outstanding voting securities, no proxies were solicited.
In connection with the proposed reverse stock split, on March 21, 2022 the company filed with the State of Delaware a Certificate of Amendment of Certificate of Incorporation reporting the action. We are also making necessary filings with FINRA and the SEC to effect the reverse stock split. We anticipate that an information statement announcing the proposed stock split will be mailed to stockholders on or about April 12, 2022.
Following the reverse stock split, we will have issued and outstanding approximately 407,052 shares of common stock, without giving effect to the rounding up of fractional shares. Split shares will be fully-paid and non-assessable. The rights and preferences of the outstanding common shares (post-split) will remain the same as pre-split shares.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. |
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3.1 |
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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.
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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. | |
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Date: March 30, 2022 | By: | /S/ MERRILL W. MOSES |
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| Merrill W. Moses |
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| President, CEO and |
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| Interim Chief Financial Officer |
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Exhibit 3.1
STATE OF DELAWARE CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
of
Defense Technologies International Corp.
The undersigned officer of Defense Technologies International Corp. (DTII), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:
FIRST: That at a meeting of the Board of Directors of
Defense Technologies International Corp.
a resolution was duly adopted setting forth a proposed reverse split of the corporations issued and outstanding common shares; declaring said change to be advisable and seeking the consent without meeting of a majority of the shareholders of said corporation to adopt such change. The resolution setting forth the proposed change is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Articles thereof numbered “Four” so that, as amended said Article shall be and read as follows:
FIRST:
Article Four:
a) upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this certificate of amendment to the certificate of incorporation of the Corporation, with the consent of a majority of the shareholders of the corporation, each Five Hundred shares of the Corporation’s common stock, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time shall be combined into One (1) validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, with fractional share rounded up. (the “Reverse Stock Split” (500:1)); and the afore going reverse split shall solely affect the issued common stock and shall have no effect on the Preferred Stock.
SECOND:That thereafter, pursuant to resolution of its Board of Directors, stockholders with a total of 64.258% of the issued and outstanding shares of the corporation, having not less than the minimum number of votes required to authorize such action, consented without a meeting in writing to the above Reverse Split.
THIRD:That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be
This 21st day of March, 2022
By:
Authorized Officer
Title: President, Director and CEO
Name: Merrill W. Moses, Authorized Officer