Nevada
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000-30105
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84-1421483
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1.
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The proposed transaction will be executed in several tranches as follows:
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1.1.
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First Tranche-in order to provide the Registrant with needed working capital, Dr. Gugenheim agreed to purchase a $1 million convertible note of the Registrant (the “Note”) (see Exhibit 10.2). The parties agree to use their best efforts to finalize the terms of the SPA during the period of 90 days from March 7, 2013. The intention is that the Note will be converted into the first $1 million tranche of the investment against the issuance and sale by the Registrant of 4,574,462 Shares to Dr. Gugenheim at the agreed upon price of $0.218 per share.
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1.2.
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Second Tranche-subject to the execution of the SPA, in consideration of an aggregate investment of $1,000,000 by August 31, 2013, the Registrant will issue and sell to Dr. Gugenheim 5,881,451 Shares at a price per share of $ 0.17.
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1.3.
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Loan Conversion-subject to the execution of the SPA, in consideration for Dr. Gugenheim 's agreement to convert a $500,000 loan provided to the Registrant pursuant to a loan agreement executed by and between Intercambio Comercial SA de CV, a company controlled by Dr. Gugenheim, and the Registrant dated January 14, 2013, concurrently with the Second Tranche, the Registrant will issue and sell to Dr. Gugenheim 3,619,355 Shares at a price per share of $0.138. In the event of the conversion of the Loan Amount, a $25,000 payment due under Loan Agreement will be waived.
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1.4.
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Option Grant-subject to the execution of the SPA, Dr. Gugenheim will be granted an option to invest an additional $500,000 in consideration of the issuance of 4,222,580 Shares at an exercise price per share of $0.118 (the ''Option''). The Option will be exercisable for a period ending the later of 12 months commencing at closing date of the SPA or 15 months from March 7, 2013. In addition, should the Registrant's total equity in accordance with the Registrant's audited financial statements for the period ended on December 31, 2012 be less than $5 million, the exercise price with respect to the Option will be the par
value per share.
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10.1
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Subscription Agreement between Dr. Elie Gugenheim and Defense Industries International, Inc.
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10.2
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Convertible Promissory Note between Dr. Elie Gugenheim and Defense Industries International, Inc.
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DEFENSE INDUSTRIES
INTERNATIONAL, INC.
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(Registrant)
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By /s/Uri Nissani
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Name: Uri Nissani
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Chief Executive Officer and
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President
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Date: March 12, 2013
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Exhibit Number
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Description of Exhibit
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10.1
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Subscription Agreement between Dr. Elie Gugenheim and Defense Industries International, Inc.
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10.2
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Convertible Promissory Note between Dr. Elie Gugenheim and Defense Industries International, Inc.
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