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

Date of Report: March 2, 2015 (Date of earliest event reported)

API TECHNOLOGIES CORP.

(Exact Name of registrant as specified in its charter)

Commission File Number: 001-35214

(855) 294-3800

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

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:

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On March 2, 2015, Mr. Bel Lazar informed the Board of Directors of his decision to resign as the President and Chief Executive Officer of API Technologies Corp. (the “Company”), effective immediately.

(c), (d), (e) On March 2, 2015, the Company announced that Mr. Robert Tavares was appointed as President and Chief Executive Officer of the Company, effective March 2, 2015. Simultaneously with his appointment as President and Chief Executive Officer, Mr. Tavares was appointed to the Board of Directors of the Company in connection with the terms of his employment letter agreement. He is not expected to serve on any committees of the Board of Directors and will not receive any additional compensation for serving on the Board of Directors.

Mr. Tavares, 53, joins the Company with 30 years of experience in microelectronics and semiconductors for both commercial and defense applications. From March 2012 until joining the Company, Mr. Tavares served as the President of Crane Electronics Inc., which serves the defense, commercial aerospace and medical markets with microelectronic based solutions for power and microwave applications. Prior experience includes serving as the President of e2v US Operations, a supplier of technology solutions in RF power, semiconductors, including lifecycle management as well as high performance imaging semiconductors for space instrumentation from July 2010 to March 2012. Mr. Tavares also served as a Director of Hunter Technologies, a privately held PCB and EMS provider in Santa Clara CA from June 2010 to April of 2012. Mr. Tavares spent most of his career, from May 1985 to February 2010, at Tyco Electronics, M/A Com Division where he started his career as a design and development engineer and progressively advanced to become the Vice President, General Manager, where he was responsible for setting the strategic direction, growth and profitability of a $320 million RF and microwave multi-site business making a diverse set of highly custom and application specific technology solutions. Mr. Tavares holds a B.S in Engineering from the University of Massachusetts, Dartmouth.

None of the above-referenced companies is a parent, subsidiary or other affiliate of the Company.

The Company entered into an employment letter agreement dated January 28, 2015 with Mr. Tavares effective March 2, 2015 (the “Effective Date”). Material terms of the employment letter agreement, including the compensation Mr. Tavares will receive, are summarized below.

“Cause” includes, without limitation, material acts of dishonesty, conviction of a felony or a misdemeanor involving an act of moral turpitude, gross or willful misconduct, and failure to discharge the duties of employment.

“Good reason” includes, without limitation, the occurrence of events such as the assignment or reduction of any of Mr. Tavares’ duties resulting in a material diminution of authority, a material change in the geographic location of where Mr. Tavares is required to work, and any material breach by the Company of the employment letter agreement.

A “change in control” includes the occurrence of events such as: any person becoming the beneficial owner of fifty percent (50%) or more of the Company’s outstanding common stock, the consummation of a plan of reorganization, merger, or consolidation, and a sale of all or substantially all of the Company’s assets.

The foregoing description of the employment letter agreement with Mr. Tavares does not purport to be complete and is qualified in its entirety by reference to the full text of the employment letter agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Since the beginning of the Company’s last fiscal year, there was no transaction or series of similar transactions, nor is there any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Tavares, or members of his immediate family, had or will have a direct or indirect material interest, other than the officer compensation arrangements described above. There are no arrangements or understandings between Mr. Tavares and any person, other than the directors and officers of the Company acting as such, pursuant to which he was selected as an officer or director, and there are no family relationship between Mr. Tavares and any director, executive officer, or person nominated by the Company to become a director or executive officer.

In connection with Mr. Lazar’s resignation, the Company and Mr. Lazar entered into a separation agreement and release, dated March 2, 2015, effective March 1, 2015 (“Separation Date”). Material terms of the separation agreement and release are set forth below.

The press release announcing Mr. Lazar’s resignation and Mr. Tavares’ appointments is furnished as Exhibit 99.1 to this Form 8-K.

(d) Exhibits

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.