DEFENSE TECHNOLOGIES INTERNATIONAL CORP. Item 3.02Unregistered Sales of
On
Series B Preferred Stock is non-voting and each one share is convertible into ten shares of DTII common stock. The Preferred Stock exchanged for debt is to be held in book-form by the transfer until such time as the shares are converted into DTII common stock. Each individual receiving the Preferred Stock has agreed to limit the number of shares of common stock they can acquire upon a conversion of the Preferred Stock at any one time. Accordingly, the individual is permitted to convert only a number of Preferred Stock that will result in receiving a maximum of 4.99% of the total issued and outstanding DTII common shares following conversion. Subsequent conversions will also be limited so that the individual does not exceed the 4.99% maximum holding.
Issuance of the Series B Preferred Stock is being made in a private transaction to persons familiar with the company's business, pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933. Shares of Series B Preferred Stock are deemed to be restricted securities as defined by the Securities Act.
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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