Amended Current Report Filing (8-k/a)
May 13 2021 - 11:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 30, 2021
AMMO,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-13101
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83-1950534
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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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7681
E. Gray Rd.
Scottsdale,
Arizona 85260
(Address
of principal executive offices)
(480)
947-0001
(Registrant’s
telephone number, including area code)
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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POWW
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The
Nasdaq Stock Market LLC (Nasdaq Capital Market)
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Explanatory
Note
On
May 6, 2021, Ammo, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting
the completion of its acquisition of Gemini Direct Investments, LLC (“Gemini”) and its nine (9) subsidiaries, all
of which are related to Gemini’s ownership of the gunbroker.com business. This Amendment No. 1 to the Initial Form 8-K amends
and supplements the Initial Form 8-K to include financial statements and pro forma financial information permitted to be filed
by amendment no later than 71 calendar days after the date that the Initial Form 8-K was required to be filed with the Securities
and Exchange Commission.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial statements of businesses or funds acquired.
The
audited consolidated financial statements of Gemini as of and for the years ended December 31, 2020 and December 31, 2019, as
well as the accompanying notes and independent auditors’ report are being filed as Exhibit 99.1 to this Current Report on
Form 8-K/A and are incorporated herein by reference.
(b)
Pro Forma Financial Information.
The
following unaudited pro forma financial information of the Company and Gemini is filed as Exhibit 99.2 to this Current Report
on Form 8-K/A and are incorporated herein by reference:
Unaudited
Pro Forma Condensed Combined Balance Sheet as of December 31, 2020;
Unaudited
Pro Forma Condensed Combined Balance Sheet as of March 31, 2020;
Unaudited
Pro Forma Condensed Combined Statement of Operations for the nine months ended December 31, 2020;
Unaudited
Pro Forma Condensed Combined Statement of Operations for the year ended March 31, 2020
Notes
to Unaudited Pro Forma Condensed Combined Financial Statements.
(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.
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AMMO,
INC.
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Dated:
May 13, 2021
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By:
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/s/
Robert D. Wiley
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Robert
D. Wiley
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Chief
Financial Officer
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