For Immediate Release
SDI Noteholders Elect to PIK
Company Updates FinTekk Arrangement: Takes Back 3.7 Million Shares
Wakefield, MA January 20, 2020 (CSE:SDZ) (OTCQB::SDEV) Security Devices International Inc. (the Company) previously announced the issuance of 6,666,666 shares of its common stock, par value $0.001 per share (the Common Stock) to FinTekk AP, LLC (FinTekk) at an agreed price of US$0.15 per share. The shares were issued to retire certain debt incurred by the Company to FinTekk in connection with a sponsorship agreement (the "Sponsorship Agreement") dated October 30, 2018. The Sponsorship Agreement details a marketing campaign for the launch of the Company's ByrnaTM HD product. On January 15, 2020, the Company, FinTekk and Rick Ware Racing, LLC executed an agreement as of January 8, 2020 (the FinTekk Agreement) that, among other things, deemed an additional 1,300,000 of the shares previously issued to FinTekk fully vested as of November 30, 2019. Moreover, under the FinTekk agreement, FinTekk agreed to return 3,700,000 of the Companys shares previously received. Notwithstanding FinTekks return of such shares, the FinTekk Agreement provided that the debt subject to the Debt Settlement Agreement remains fully satisfied.
Additionally, the Company previously issued units (the Units) in private placements pursuant to Regulation D under the Securities Act of 1933, with each $1,000 of Units consisting of (i) a $1,000 10% unsecured convertible promissory note (collectively the Notes), convertible into 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. Such issuances were discussed in the Companys Forms 8-K filed on October 23, 2018, April 23, 2019 and July 23, 2019 and the Companys Forms 8-K/A filed on May 21, 2019 and May 22, 2019.
Certain holders of the Units, including the Companys Chief Executive Officer and Chief Legal Officer, have agreed to receive additional Units in lieu of receiving a cash payment for owed interest. On January 15, 2020, the Company issued $124,604.37 of new Notes and 498,417 new Warrants to such holders, which new Notes and new Warrants have the same terms as the original Notes and Warrants, as amended, respectively. 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 April 15, 2020, which date is subject to optional extension by each holder 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 April and October while the Notes are outstanding. The Company has the option to redeem the Notes by paying the holders the Optional Redemption Price as described in the Notes.
Each Note is convertible into Common Stock, at the option of the holder. Upon such optional conversion, the outstanding principal amount of the Note converts into shares of Common Stock at a conversion price of $0.15 (US) 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 holder 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 holder to the Company, that percentage may increase to 19.99% .
Upon a Change of Control (as defined in the Note), a holder 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 holder would be entitled to receive in connection with the Change of Control if the holder 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 relevant Stock Purchase 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 with a security interest in substantially all of the Companys assets. The noteholders have appointed a collateral agent to act as collateral agent for the noteholders. 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 Securities Purchase Agreement relating to such Units.
Each Warrant is exercisable for one share of Common Stock at an exercise price of USD $0.25 per share, on or prior to October 22, 2023. 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 Fintekk arrangement, the Notes, the Warrants and the related agreements is qualified in its entirety by the terms of the relevant agreements, exhibits thereto and amendments thereof as described in more detail in the form 8-K to be filed with the Securities and Exchange Commission in connection with the foregoing transactions.
Certain statements in this news release constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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 press release including, but not limited to, 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 and managements discussion and analysis filed with the CSE and on SEDAR. 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 press release. Forwardlooking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forwardlooking statements and the Company assumes no obligation and does not intend to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
About Security Devices International Inc.
SDI is a technology company specializing in the areas of Personal Security Devices, Military, Law Enforcement, Corrections, and Private Security. The Company develops and manufactures innovative, less lethal equipment and munitions.
Security Devices International Inc.
Bryan Ganz, CEO