AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (date of earliest event reported): October
Technologies International Corp.
name of registrant as specified in its charter)
or other jurisdiction of incorporation)
Employer Identification No.)|
South Fort Apache Road, Suite 300, Las Vegas, Nevada 89147
of principal executive offices)
telephone number, including area code:
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
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
used in this Current Report on Form 8-K, the terms "company", "DTII,"
"we," "us," "our" and similar terminology are in reference to Defense
Technologies International Corp.
1.01 Entry into a Material Definitive Agreement.
of the new Patent License Agreement with Controlled Capture Systems is included
under Item 1.02 below.
1.02 Termination of a Material Definitive Agreement.
October 5, 2015, we entered into an agreement to acquire 100% of Defense
Technology Corporation, a privately held Colorado company ("DTC
a developer of defense, detection and protection products to improve security
schools and other public facilities. On
July 15, 2016, we executed documents intended to finalize the acquisition,
subject to DTC's obligation to deliver to us DTC's audited financial statements
that are necessary for DTII to complete its audited consolidated financial
has informed us that it is unable to complete the required audited financial
statements. Accordingly, DTII will not be able to consolidate DTC's financial
statements into our audited financial statements. After a thorough review of the
situation and discussions with DTC, we have mutually agreed to rescind the
acquisition of DTC and entered into a Rescission Agreement and Mutual Release,
effective October 17, 2016.
the terms of the Rescission Agreement, the original Definitive Agreement to
acquire DTC is rescinded and deemed null and void, together with any additional
agreements, amendments, extensions or other contracts related to the Definitive
Agreement. Also, the 100% owner of DTC retains his 100% ownership interest in
DTC, no DTII shares will be issued pursuant to the Definitive Agreement and no
assets will be transferred. Further, each of DTC and DTII agreed to mutually
release the other party from any agreements, obligations, liabilities, claims
and demands related to the Definitive Agreement.
connection with executing the Rescission Agreement with DTII, DTC rescinded its
agreement with the inventor and developer of the assets and technology related
to the defense, detection and protection products that were the subject of the
original Definitive Agreement. Thereafter, DTII entered into negotiations with
the inventor with a view of licensing the technology.
Capture Systems, LLC, an Idaho limited liability company ("CCS")
representing the inventor of the technology and assets previously acquired by
DTC, entered into a rescission agreement with DTC. The agreement dated October
17, 2016 provided that the previous license agreement and independent contract
agreement between DTC and CCS were terminated. Also, all debts and payments
between the parties were deemed paid in full and all terms and conditions of the
license agreement and independent contract agreement were terminated with no
further force or effect. The parties further agreed that CCS would have the full
and unencumbered right to enter into similar exclusive license agreements with
any third party.
October 19, 2016, DTII entered into a new Definitive Agreement with CCS that
included a new exclusive Patent License Agreement and Independent Contractor
Agreement. Under the agreements, CCS granted to DTII an exclusive license to the
the technology and products of the defense, detection
and protection security products invented and developed by the inventor and CCS.
Also, DTII agreed to pay certain outstanding liabilities of CCS and to also
compensate investors that have provided funding for the development of CCS's
technology with 4,000,000 shares of DTII common stock. Additionally, CCS
will be entitled to receive 250,000 share of DTII common stock upon completed
sale of 1,000 passive scanner units based on the CCS technology.
the license agreement, DTII acquires the world-wide exclusive rights and
privileges to the CCS security technology, patents, products and improvements.
DTII agrees to pay an initial licensing fee of $25,000 and to pay an ongoing
royalty at the end of each six-month period at the rate of the greater of 5% of
gross sales of products used or sold, or the minimum royalty payment of $25,000.
The License Agreement also contains certain terms and conditions common in
Independent Contractor Agreement between CCS and DTII provides that CCS will
provide support for the development of the security technology and products. An
initial payment of $5,000 is to be paid to CCS plus an ongoing hourly
compensation for services provided.
security products being developed by CCS are designed for personal and
collateral protection. The proposed detection technology is intended to provide
passive security scanning units for either walk-through or hand-held use. The
units use electromagnets and do not emit anything (such as x-rays) through the
subject. CCS is developing a prototype and expects to have a testing unit
operational in the coming days. The units are intended to improve security for
schools and other public facilities.
Statements and Exhibits.
Agreement and Mutual Release
Agreement including Patent License Agreement and Independent Contractor
Note About Forward-looking 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.
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
Technologies International Corp.
October 21, 2016