Byrna Technologies Inc.

Regulatory Filings • Jan 18, 2017

8-K 1 a51493952.htm SECURITY DEVICES INTERNATIONAL, INC. 8-K Licensed to: Business Wire Document created using EDGARfilings PROfile 4.2.0.0 Copyright 1995 - 2017 Summit Financial Printing, LLC. All rights reserved.

UNITED STATES

SECURITIES 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

January 13, 2017	333-132456
Date of Report (Date of earliest event reported)	Commission File Number

SECURITY DEVICES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	71-1050654
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
25 Sawyer Passway Fitchburg, Massachusetts 01420
(Address of Principal Executive Offices) (Zip Code)
(905)-582-6402
(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:

☐	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))

Item 3.02 Unregistered Sales of Equity Securities

On January 13, 2017 Security Devices International, Inc. (the "Company") issued 589,414 shares (the "Shares") of its common stock to Northeast Industrial Partners LLC ("Northeast") at a deemed price of $0.1142 per share. Northeast is controlled by Bryan Ganz, a member of the Company's board of directors. The Shares were the second installment to be paid by the Company to Northeast under that certain consulting agreement (the "Consulting Agreement") as previously reported by the Company on a Current Report on Form 8-K filed June 24, 2016. 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.

A copy of the Consulting Agreement was filed as Exhibit A to the Company's Definitive Proxy Statement on Schedule 14(a) filed on November 16, 2016.

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.

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.

SECURITY DEVICES INTERNATIONAL, INC. — By:	/s/ Dean Thrasher
Name:	Dean Thrasher
Title:	Chief Executive Officer