Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-258272
PROSPECTUS
AMMO,
INC.
13,728,241
Shares of Common Stock
Pursuant
to this prospectus, the selling shareholders identified herein (each a “Selling Shareholder” and, collectively, the “Selling
Shareholders”) are offering on a resale basis, up to 13,728,241 shares (the “Shares”) of our common stock, par value
$0.001 per share (the “Common Stock”), by the selling stockholders identified in this prospectus under “Selling Shareholders”
(the “Offering”). This amount consists of: (i) 10,000,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant
to the Merger Agreement (as defined below) dated as of April 30, 2021; (ii) 1,228,000 shares of Common Stock issued to thirty-six (36)
selling Shareholders pursuant to those certain Subscription Agreements entered into in connection with a 2017 friends and family financing;
(iii) 408,411 shares of Common Stock issued to five (5) Selling Shareholders pursuant to the Company’s Registration Statement on
filed with the Securities and Exchange Commission (“SEC”) on February 17, 2021; (iv) 450,000 shares of Common Stock issued
to one (1) Selling Shareholder pursuant to a Services Agreement between the Company and Trending Equities Corp., dated as of May 16,
2021; (v) 50,000 shares of Common Stock assigned by Trending Equities to Privateco LLC; (vi) 250,000 shares of Common Stock issued to
one (1) Selling Shareholder pursuant to a Consulting Agreement between the Company and White Bear Group LLC, dated as of May 1, 2021;
(vii) 162,830 shares of Common Stock underlying warrants issued to two (2) Selling Shareholders pursuant to the Company’s Registration
Statement on Form S-3 filed with the SEC on February 17, 2021 (the “February 2021 Warrants”); and (viii) 1,175,000 shares
of Common Stock underlying warrants issued to one (1) Selling Shareholder pursuant to a Soliciting Agent Agreement between the Company
and Paulson Investment Company, LLC, dated as of December 21, 2020 (the “December 2020 Warrants,” and together with the February
2021 Warrants, the “Warrants”). We are not selling any shares of our Common Stock under this prospectus and will not receive
any proceeds from the sale of the Shares. We will, however, receive proceeds from any warrants that are exercised through the payment
of the exercise price in cash. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of
the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.
On
April 30, 2021, the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company,
SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini
Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual, whereby Sub merged
with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Pursuant
to the terms and conditions set forth in that certain Investor Rights Agreement dated as of April 30, 2021, and entered into in connection
with the Merger Agreement, we agreed to file with the SEC a shelf registration statement covering resales of certain of the shares issued
pursuant to the Merger Agreement, which shares were issued to Mr. Urvan in a private transaction. This prospectus forms a part of a registration
statement filed by us as required by the Investor Rights Agreement.
The
Selling Shareholders may sell the Shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactions
or through any other means described in this prospectus under “Plan of Distribution.” The prices at which the Selling Shareholders
may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. No securities may
be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering
of such securities.
INVESTING
IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND IN THE DOCUMENTS INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our
Common Stock is listed on the Nasdaq Capital Market under the symbol “POWW”. On August 25, 2021, the last reported sale price
of our Common Stock on the Nasdaq Capital Market was $7.47 per share.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is August 25, 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”)
on behalf of the Selling Shareholders to permit the Selling Shareholders to sell the shares described in this prospectus in one or more
transactions. You should read this prospectus and the information and documents incorporated by reference carefully. Such documents contain
important information you should consider when making your investment decision. See “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference” in this prospectus.
This
prospectus may be supplemented from time to time to add, to update or change information in this prospectus. Any statement contained
in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained
in a prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this
prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You may only
rely on the information contained in this prospectus or or any applicable prospectus supplement. We and the Selling Shareholders have
not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any securities other than the securities offered by this prospectus. This prospectus and any future prospectus supplement
do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation
is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or
that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its date.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You
Can Find More Information.”
The
Selling Shareholders are offering the Shares only in jurisdictions where such offer is permitted. The distribution of this prospectus
and the sale of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession
of this prospectus must inform themselves about, and observe any restrictions relating to, the distribution of this prospectus and the
sale of the Shares outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to
sell, or a solicitation of an offer to buy, the Shares by any person in any jurisdiction in which it is unlawful for such person to make
such an offer or solicitation. If there is any inconsistency between the information in this prospectus and any prospectus supplement,
if any, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus
and any prospectus supplement, together with the additional information described under the headings “Where You Can Find More Information”
and “Incorporation by Reference.”
We
have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale
is not permitted. You should assume that the information appearing in this prospectus and any applicable prospectus supplement to this
prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as
of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations
and prospects may have changed since those dates.
When
we refer to “Ammo,” “we,” “our,” “us” and the “Company” in this prospectus,
we mean Ammo, Inc. and our subsidiaries, unless otherwise specified. When we refer to “you,” we mean the holders of the applicable
series of securities.
SPECIAL
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements. These forward-looking statements contain information about our expectations, beliefs
or intentions regarding our product development and commercialization efforts, business, financial condition, results of operations,
strategies or prospects, and other similar matters. These forward-looking statements are based on management’s current expectations
and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult
to predict. These statements may be identified by words such as “expects,” “plans,” “projects,” “will,”
“may,” “anticipates,” “believes,” “should,” “intends,” “estimates,”
and other words of similar meaning.
These
statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ
materially from current expectations include, among other things, those listed under the section titled “Risk Factors” and
elsewhere in this prospectus, in any related prospectus supplement and in any related free writing prospectus.
Any
forward-looking statement in this prospectus, in any related prospectus supplement and in any related free writing prospectus reflects
our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our
business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these
forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus, any related
prospectus supplement and any related free writing prospectus and the documents that we reference herein and therein and have filed as
exhibits hereto and thereto completely and with the understanding that our actual future results may be materially different from any
future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update
or revise these forward-looking statements for any reason, even if new information becomes available in the future.
This
prospectus, any related prospectus supplement and any related free writing prospectus also contain or may contain estimates, projections
and other information concerning our industry, our business and the markets for our products, including data regarding the estimated
size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies
is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected
in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research
surveys, studies and similar data prepared by third parties, industry and general publications, government data and similar sources.
In some cases, we do not expressly refer to the sources from which these data are derived.
PROSPECTUS
SUMMARY
This
summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus and in the documents
we incorporate by reference. This summary is not complete and does not contain all of the information that you should consider before
investing in our securities. To fully understand this offering and its consequences to you, you should read this entire prospectus carefully,
including the information referred to under the heading “Risk Factors” in this prospectus beginning on page 6, the financial
statements and other information incorporated by reference in this prospectus when making an investment decision. This is only a summary
and may not contain all the information that is important to you. You should carefully read this prospectus, including the information
incorporated by reference therein, and any other offering materials, together with the additional information described under the heading
“Where You Can Find More Information.”
THE
COMPANY
Our
Business
We
are a designer, producer, and marketer of performance-driven, high-quality ammunition and ammunition component products for sale to a
variety of consumers, including sport and recreational shooters, hunters, individuals seeking home or personal protection, manufacturers
and law enforcement and military agencies. We also own an online auction site supporting the lawful sale of firearms, ammunition and
hunting/shooting accessories. To enhance the strength of our brands and drive product demand, we emphasize product innovation and technology
to improve the performance, quality, and affordability of our products while providing support to our distribution channel and consumers.
We seek to sell products at competitive prices that compete with high-end, custom, hand-loaded ammunition at competitive prices. Additionally,
through our ammunition casing manufacturing and sales operations (“Jagemann Munition Components” or “JMC”) we
sell ammunition casings products of various types. We emphasize an American heritage by using predominantly American-made components
and raw materials in our products that are produced, inspected, and packaged at our facilities in Payson, Arizona and Manitowoc, Wisconsin.
Our
production processes focus on safety, consistency, precision, and cleanliness. Each round is developed for a specific purpose with a
focus on a proper mix of consistency, velocity, accuracy, and recoil. Each round is chamber gauged and inspected with redundant seven-step
quality control processes.
GunBroker.com
is our online auction site. In its role as our auction site, GunBroker.com serves as the listing service and provides for the exchange
of information in a secure manner supporting the third-party listing, sale and lawful purchase of firearms, ammunition and accessories
connecting over 6.6 million registered users.
Competition
The
ammunition and ammunition casing industry is dominated by a small number of companies, a number of which are divisions of large public
companies. We compete primarily on the quality, reliability, features, performance, brand awareness, and price of our products. Our primary
competitors include Federal Premium Ammunition, Remington Arms, the Winchester Ammunition division of Olin Corporation, and various smaller
manufacturers and suppliers, including Black-Hills Ammunition, CBC Group, Fiocchi Ammunition, Hornady Manufacturing Company, PMC, Rio
Ammunition, and Wolf.
Our
Growth Strategy
Our
goal is to enhance our position as a designer, producer, and marketer of ammunition products via our manufacturing and related sales
operations, while simultaneously enhancing the GunBroker.com brand and leverage the information technologies platform to develop additional
complimentary sales channels. Key elements of our strategy to achieve this goal are as follows:
Design,
Produce, and Market Innovative, Distinctive, Performance-Driven, High-Quality Ammunition and Ammunition Components
We
are focused on designing, producing, and marketing innovative, distinctive, performance-driven, high-quality products that appeal to
retailers, manufacturers, and consumers that will enhance our users’ shooting experiences. Our ongoing research and development
activities; our safe, consistent, precision, and clean production processes; and our multi-faceted marketing programs are critical to
our success.
Continue
to Strengthen Relationships with Channel Partners and Retailers
We
continue to strive to strengthen our relationships with our current distributors, dealers, manufactures, and mass market and specialty
retailers and to attract additional distributors, dealers, retailers, and manufacturers. The success of our efforts depends on the innovation,
distinctive features, quality, and performance of our products; the attractiveness of our packaging; the effectiveness of our marketing
and merchandising programs; and the effectiveness of our customer support.
Emphasis
on Customer Satisfaction and Loyalty
We
plan to continue to emphasize customer satisfaction and loyalty by offering innovative, distinctive, high-quality products on a timely
and cost-attractive basis and by offering effective customer service. We regard the features, quality, and performance of our products
as the most important components of our customer satisfaction and loyalty efforts, but we also rely on customer service and support.
Continuously
Improving Operations
We
plan to continue to emphasize customer satisfaction and loyalty by offering innovative, distinctive, high-quality products on a timely
and cost- attractive basis and by offering effective customer service, training, and support. We regard the features, quality, and performance
of our products as the most important components of our customer satisfaction and loyalty efforts, but we also rely on customer service
and support.
Enhance
Market Share, Brand Recognition, and Customer Loyalty
We
strive to enhance our market share, brand recognition, and customer loyalty. Industry sources estimate that 70 to 80 million people in
the United States own more than approximately 393 million firearms creating a large installed base for our ammunition products. We are
focusing on the premium segment of the market through the quality, distinctiveness, and performance of our products; the effectiveness
of our marketing and merchandising efforts; and the attractiveness of our competitive pricing strategies.
Pursue
Synergetic Strategic Acquisitions and Relationships
We
intend to pursue strategic acquisitions and develop strategic relationships designed to enable us to expand our technology and knowhow,
expand our product offerings, strengthen and expand our supply chain, enhance our production process, expand our marketing and distribution,
and attract new customers.
Our
Offices
We
maintain our principal executive offices at 7681 East Gray Road, Scottsdale, Arizona 85260. Our telephone number is (480) 947-0001. Our
website is www.ammoinc.com. The information contained on our website or that can be accessed through our website does not constitute
part of this prospectus.
Recent
Developments
On
March 16, 2021, we announced the closing of an underwritten public offering of 23 million newly-issued shares of Common Stock at a price
to the public of $5.00 per share. The closing included the full exercise of the underwriters’ over-allotment option to purchase
3 million shares of Common Stock at the public offering price, for gross proceeds to the Company of $115 million, prior to deducting
offering expenses, commissions and underwriting discounts.
On
May 21, 2021, we closed an underwritten public offering of 1,097,200 newly issued shares of our 8.75% Series A Cumulative Redeemable
Perpetual Preferred Stock (the “Series A Preferred Stock”) at a price to the public of $25.00 per share. The offering resulted
in gross proceeds to the Company of $27,430,000, prior to deducting offering expenses, commissions and underwriting discounts. On May
25, 2021, the underwriter exercised its previously announced over-allotment option to purchase 164,580 shares of Series A Preferred Stock
pursuant to that certain Underwriting Agreement dated May 19, 2021, by and between us and Alexander Capital, L.P., as representative
of the several underwriters identified therein. We closed the exercise of the over-allotment on May 27, 2021. The gross proceeds from
the exercise of the over-allotment option were $4,114,500, before deducting underwriting discounts and commissions.
On
May 25, 2021, we entered into an underwriting agreement with Alexander Capital, L.P. relating to a firm commitment public offering of
138,220 newly issued shares of our Series A Preferred Stock at a public offering price of $25.00 per share. The closing of the offering
took place on May 27, 2021. The gross proceeds to use from the sale of 138,220 shares of Series A Preferred Stock, before deducting underwriting
discounts and commissions and estimated offering expenses payable by us, were $3,455,500. The total net proceeds from the two Series
A Preferred Stock offerings in May 2021 was $32,940,000.
Acquisitions
On
April 30, 2021 (the “Effective Date”), the Company entered into an agreement and plan of merger (the “Merger Agreement”),
by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company
(“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan,
an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary
of the Company (the “Merger”). At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are related to Genimi’s
ownership of the gunbroker.com business. Gunbroker.com is a large on-line auction marketplace dedicated to firearms, hunting, shooting
and related products. The Merger was completed on the Effective Date.
In
consideration of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, on the Effective Date, (i)
the company assumed an aggregate amount of indebtedness of Gemini and its subsidiaries equal to $50,000,000 (the “Assumed Indebtedness”)
and (ii) the issued and outstanding membership interests in Gemini (the “Membership Interests”), held by the Seller, automatically
converted into the right to receive (A) $50,000,000 (the “Cash Consideration”) and (B) 20,000,000 shares of the Company’s
common stock (the “Stock Consideration”).
In
connection with the Merger Agreement, the Company and the Seller agreed that the Stock Consideration consisted of: (a) 14,500,000 shares
issued without being held in escrow or requiring prior stockholder approval, (b) 4,000,000 shares issued subject to that certain Pledge
and Escrow Agreement entered into pursuant to the Merger Agreement (the “Pledged Securities”), and (c) 1,500,000 shares that
will not be issued prior to the Company obtaining stockholder approval for the issuance (the “Additional Issuance”).
On
the Effective Date, in connection with the Merger Agreement, the company and the Seller entered into a Lock-Up Agreement, pursuant to
which the Pledged Securities shall not be sold or transferred by the Seller without the prior written consent of the Company until the
Pledged Securities are released pursuant to the terms of the Pledge and Escrow Agreement.
On
the Effective Date, in connection with the Merger Agreement, the Company and the Seller entered into a Voting Rights Agreement (the “Voting
Rights Agreement”), whereby for a period of six months following the Effective Date, the Seller: (i) agreed to vote in favor of
approving the implementation of a staggered board of directors at the next annual meeting of the Company; (ii) will not vote any securities
in favor of, or consent to, and will vote his 18.5 million shares of the Company’s common stock to which he has voting rights,
to vote against and not consent to, the approval of a proxy fight either individually or as part of a group for Schedule 13D or 13G purposes
that would result in one-third of the current officers and one-third of the current directors being replaced; and (iii) appointed the
Company as his attorney-in-fact and proxy with full power of substitution, for and in his name, to vote in the manner contemplated by
the Voting Rights Agreement.
On
the Effective Date, in connection with the Merger Agreement, the Company and the Seller entered into a Standstill Agreement (the “Standstill
Agreement”), whereby during the period beginning on the Effective Date and ending on the one (1) year anniversary of the Effective
Date (the “Standstill Period”), the Seller will not, among other things, make, effect, initiate, cause or participate in
(i) any acquisition of any securities of the Company or any securities of any subsidiary or other affiliate or associate of the Company
if such acquisition would result in the Seller and his affiliates and associates collectively beneficially owning twenty-five percent
(25%) or more of the then issued and outstanding shares of common stock of the Company, (ii) any Company Acquisition Transaction (as
this term is defined in the Standstill Agreement), or (iii) any “solicitation” of “proxies” (as those terms are
defined in Rule 14a-1 of the General Rules and Regulations under the Exchange Act) or consents with respect to any securities of the
Company.
On
the Effective Date, in connection with the Merger Agreement, the Company and the Seller entered into an Investor Rights Agreement (the
“Investor Rights Agreement”). The Investor Rights Agreement requires the Company to use its commercially reasonable efforts
to register 10 million shares of the Stock Consideration for resale on a registration statement to be filed with the Securities and Exchange
Commission (the “SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), within ninety (90)
days following the Effective Date. The Company also agreed in the Investor Rights Agreement to provide the Seller with demand registration
rights in connection with the other shares received by the Seller as part of the Stock Consideration, including the Pledged Securities
(to the extent released and delivered to the Seller in accordance with the terms of the Merger Agreement) and the Additional Securities
(if issued in accordance with the terms of the Merger Agreement).
Appointment
of New Director and Officer
On
April 30, 2021, in connection with the closing of the Merger, Steven F. Urvan was appointed to the Company’s Board of Directors
and elected to serve as the Company’s Chief Strategy Officer.
THE
OFFERING
Issuer
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Ammo,
Inc.
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Shares
of Common Stock offered by us
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None
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Shares
of Common Stock offered by the Selling Shareholders
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13,728,241
Shares (1)
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Shares
of Common Stock outstanding before the Offering
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113,153,460
shares (2)
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Shares
of Common Stock outstanding after completion of this offering, assuming the sale of all shares offered hereby
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114,491,290
shares
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Use
of proceeds
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We
will not receive any proceeds from the resale of the Shares by the Selling Shareholders. All proceeds from the sale of our common
stock pursuant to this prospectus will be for ethe accounts of the Selling Shareholders. We cannot precisely estimate the allocation
of the net proceeds from any exercise of the warrants for cash. Accordingly, in the event the Warrants are exercised for cash, our
management will have broad discretion in the application of the net proceeds of such exercises, which is anticipated to be for general
corporate purposes.
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Market
for Common Stock
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Our
Common Stock is listed on The Nasdaq Capital Market under the symbol “POWW.”
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Risk
Factors
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Investing
in our securities involves a high degree of risk. See the “Risk Factors” section of this prospectus on page 6 and in
the documents we incorporate by reference in this prospectus for a discussion of factors you should consider carefully before deciding
to invest in our securities.
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(1)
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This
amount consists of: (i) 10,000,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to the Merger Agreement
dated as of April 30, 2021; (ii) 1,228,000 shares of Common Stock issued to thirty-six (36) selling Shareholders pursuant to those
certain Subscription Agreements entered into in connection with a 2017 friends and family financing; (iii) 408,411 shares of Common
Stock issued to five (5) Selling Shareholders pursuant to the Company’s Registration Statement on filed with the SEC on February
17, 2021; (iv) 450,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Services Agreement between the
Company and Trending Equities Corp., dated as of May 16, 2021; (v) 50,000 shares of Common Stock assigned by Trending Equities to
Privateco LLC; (vi) 250,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Consulting Agreement between
the Company and White Bear Group LLC, dated as of May 1, 2021; (vii) 162,830 shares of Common Stock underlying warrants issued to
two (2) Selling Shareholders pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 17,
2021 (the “February 2021 Warrants”); and (viii) 1,175,000 shares of Common Stock underlying warrants issued to one (1)
Selling Shareholder pursuant to a Soliciting Agent Agreement between the Company and Paulson Investment Company, LLC, dated as of
December 21, 2020 (the “December 2020 Warrants,” and together with the February 2021 Warrants, the “Warrants”).
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(2)
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The
number of shares of Common Stock outstanding before and after the Offering is based on 113,153,460 shares outstanding as of August
18, 2021 and excludes the following:
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2,987,999
shares of Common Stock issuable upon the exercise of outstanding warrants having a weighted average exercise price of $2.39 per share;
and
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3,309,420
shares of Common Stock reserved for future issuance under the Company’s Ammo, Inc. 2017 Equity Incentive Plan, as amended.
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RISK
FACTORS
Investment
in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider
the risk factors incorporated by reference to our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed
with the SEC on June 29, 2021, and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date
of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent
filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement before acquiring
any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
Risks
Relating to the Offering
You
may lose all of your investment.
Investing
in our Common Stock involves a high degree of risk. As an investor, you might never recoup all, or even part of, your investment and
you may never realize any return on your investment. You must be prepared to lose all your investment.
The
market price of our Common Stock may be highly volatile, you may not be able to resell your shares at or above the public offering price
and you could lose all or part of your investment.
The
trading price of our Common Stock may be volatile. Our stock price could be subject to wide fluctuations in response to a variety of
factors, including the following:
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actual
or anticipated fluctuations in our revenue and other operating results;
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actions
of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow
our company, or our failure to meet these estimates or the expectations of investors;
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issuance
of our equity or debt securities, or disclosure or announcements relating thereto;
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the
lack of a meaningful, consistent and liquid trading market for our Common Stock;
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additional
shares of our Common Stock being sold into the market by us or our stockholders or the anticipation of such sales;
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announcements
by us or our competitors of significant events or features, technical innovations, acquisitions,
strategic
partnerships, joint ventures or capital commitments;
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changes
in operating performance and stock market valuations of companies in our industry;
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price
and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
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lawsuits
threatened or filed against us;
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regulatory
developments in the United States and foreign countries; and
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other
events or factors, including those resulting from the impact of COVID-19 pandemic, war or incidents of terrorism, or responses to
these events.
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In
addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common
Stock, regardless of our actual operating performance.
We
do not intend to pay dividends on our Common Stock so any returns will be limited to the value of our stock.
We
have never declared or paid any cash dividend on our Common Stock. We currently anticipate that we will retain future earnings for the
development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable
future. Additionally, any credit and security agreement that we may enter into in the future will likely contain covenants that will
restrict our ability to pay dividends. Any return to stockholders will therefore be limited to the appreciation of their stock.
Sales
of a substantial number of shares of our Common Stock in the public market by certain of our stockholders could cause our stock price
to fall.
Sales
of a substantial number of shares of our Common Stock in the public market or the perception that these sales might occur, could depress
the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities.
We are unable to predict the effect that sales may have on the prevailing market price of our Common Stock.
An
active trading market for our Common Stock may not be maintained.
Our
Common Stock is currently traded on The Nasdaq Capital Market, but we can provide no assurance that we will be able to maintain an active
trading market on this or any other exchange in the future. If an active market for our Common Stock is not maintained, it may be difficult
for our stockholders to sell or purchase shares. An inactive market may also impair our ability to raise capital to continue to fund
operations by selling shares and impair our ability to acquire other companies or technologies using our shares as consideration.
USE
OF PROCEEDS
All
proceeds from the resale of the Shares offered by this prospectus will belong to the Selling Shareholders. We will not receive any proceeds
from the resale of the Shares by the Selling Shareholders.
We
will receive proceeds from any cash exercise of the Warrants. If all such Warrants are fully exercised on a cash basis, we will receive
gross cash proceeds of approximately $2,618,669. We expect to use the proceeds from the exercise of such Warrants, if any, for general
corporate purposes. General corporate purposes may include providing working capital, funding capital expenditures, or paying for acquisitions.
We currently do not have any arrangements or agreements for any acquisitions. We cannot precisely estimate the allocation of the net
proceeds from any exercise of the warrants for cash. Accordingly, in the event the Warrants are exercised for cash, our management will
have broad discretion in the application of the net proceeds of such exercises. There is no assurance that the January Warrants will
ever be exercised for cash.
SELLING
STOCKHOLDERS
This
prospectus relates to the resale, from time to time, of up to 13,728,241 shares (the “Shares”) of our common stock, par value
$0.001 per share (“Common Stock”), by the Selling Shareholders identified in this prospectus under “Selling Shareholders”
(the “Offering”). This amount consists of: (i) 10,000,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant
to the Merger Agreement dated as of April 30, 2021; (ii) 1,228,000 shares of Common Stock issued to thirty-six (36) selling Shareholders
pursuant to those certain Subscription Agreements entered into in connection with a 2017 friends and family financing; (iii) 408,411
shares of Common Stock issued to five (5) Selling Shareholders pursuant to the Company’s Registration Statement on filed with the
SEC on February 17, 2021; (iv) 450,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Services Agreement
between the Company and Trending Equities Corp., dated as of May 16, 2021; (v) 50,000 shares of Common Stock assigned by Trending Equities
Corp. to Privateco LLC; (vi) 250,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Consulting Agreement
between the Company and White Bear Group LLC, dated as of May 1, 2021; (vii) 162,830 shares of Common Stock underlying warrants issued
to two (2) Selling Shareholders pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 17,
2021 (the “February 2021 Warrants”); and (viii) 1,175,000 shares of Common Stock underlying warrants issued to one (1) Selling
Shareholder pursuant to a Soliciting Agent Agreement between the Company and Paulson Investment Company, LLC, dated as of December 21,
2020 (the “December 2020 Warrants,” and together with the February 2021 Warrants, the “Warrants”).
All
expenses incurred with respect to the registration of the Common Stock will be borne by us, but we will not be obligated to pay any underwriting
fees, discounts, commission or other expenses incurred by the Selling Shareholders in connection with the sale of such shares.
Except
for Steven F. Urvan, who is currently serving as our Chief Strategy Officer and is a member of the Company’s Board of Directors,
neither the Selling Shareholders nor any of their associates or affiliates has held any position, office, or other material relationship
with us in the past three years.
The
following table sets forth the names of the Selling Shareholders, the number of shares of Common Stock beneficially owned by the Selling
Shareholders as of the date hereof and the number of shares of Common Stock being offered by the Selling Shareholders. The shares being
offered hereby are being registered to permit public secondary trading, and the Selling Shareholders may offer all or part of the shares
for resale from time to time. However, the Selling Shareholders are under no obligation to sell all or any portion of such shares. All
information with respect to share ownership has been furnished by the Selling Shareholders. The “Number of Shares Beneficially
Owned After the Offering” column assumes the sale of all shares offered.
The
common stock being offered by the Selling Shareholders are those owned by the Selling Shareholders and those issuable to the Selling
Shareholders, upon exercise of the Warrants. We are registering the shares of common stock in order to permit the Selling Shareholders
to offer these shares for resale from time to time. Except for the investment in the shares of Common Stock the Selling Shareholders
other than Mr. Urvan have not had any material relationship with us within the past three years.
The
table below lists the Selling Shareholders and other information regarding the beneficial ownership of the shares of Common Stock by
each of the Selling Shareholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Shareholder,
based on its ownership of the shares of Common Stock and warrants, as of the date hereof. The third column lists the shares of Common
Stock being offered by this prospectus by the Selling Shareholders. The fourth column lists the number of shares of Common Stock underlying
the Warrants to be sold pursuant to this prospectus and the fifth column lists the number of shares of Common Stock owned by each Selling
Shareholder after the offering pursuant to this prospectus, assuming the sale of all shares of Common Stock offered hereby.
Name of Selling Shareholder
|
|
Number of
Shares of
Common
Stock Owned
Prior to
Offering
|
|
|
% of
Shares
of
Common
Stock
Owned
Prior to
Offering
|
|
|
Maximum
Number
of shares
of
Common
Stock to
be Sold
Pursuant
to this
Prospectus
|
|
|
Maximum
Number of
shares of
Common
Stock
underlying
Warrants to
be Sold
Pursuant
to this
Prospectus
|
|
|
Number
of
shares of
Common
Stock
Owned
After the
Offering
|
|
Steven F. Urvan
|
|
|
18,500,000
|
(1)
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
8,500,000
|
|
Mill City Ventures III LTD
|
|
|
140,000
|
|
|
|
*
|
|
|
|
140,000
|
|
|
|
-
|
|
|
|
-
|
|
Brandon Glickstein and Charles K Bortz
|
|
|
42,858
|
|
|
|
*
|
|
|
|
42,858
|
|
|
|
-
|
|
|
|
-
|
|
Ron Wiley
|
|
|
20,000
|
|
|
|
*
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
Evan Williams
|
|
|
57,140
|
|
|
|
*
|
|
|
|
57,140
|
|
|
|
-
|
|
|
|
-
|
|
Pinnacle Family Office Investment L.P.
|
|
|
148,413
|
|
|
|
*
|
|
|
|
148,413
|
|
|
|
-
|
|
|
|
-
|
|
Richard W. Baskerville Lvg Trust
|
|
|
-
|
|
|
|
*
|
|
|
|
-
|
|
|
|
103,306
|
|
|
|
-
|
|
Porter Partners, L.P.
|
|
|
-
|
|
|
|
*
|
|
|
|
-
|
|
|
|
59,524
|
|
|
|
-
|
|
James L. Adams
|
|
|
16,000
|
|
|
|
*
|
|
|
|
16,000
|
|
|
|
-
|
|
|
|
-
|
|
Adam Bloom
|
|
|
5,000
|
|
|
|
*
|
|
|
|
5,000
|
|
|
|
-
|
|
|
|
-
|
|
Robert Cerrito
|
|
|
30,000
|
|
|
|
*
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
-
|
|
Maninder Chatha
|
|
|
20,000
|
|
|
|
*
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
Anthony Robert D’Amico
|
|
|
11,000
|
|
|
|
*
|
|
|
|
11,000
|
|
|
|
-
|
|
|
|
-
|
|
Jimmie D Dixon Jr
|
|
|
100,000
|
|
|
|
*
|
|
|
|
100,000
|
|
|
|
-
|
|
|
|
-
|
|
Michael Jackson Follmer
|
|
|
2,000
|
|
|
|
*
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
-
|
|
William L or Kathryn L Hallas
|
|
|
1,000
|
|
|
|
*
|
|
|
|
1,000
|
|
|
|
-
|
|
|
|
-
|
|
Roy L Hill
|
|
|
165,000
|
|
|
|
*
|
|
|
|
165,000
|
|
|
|
-
|
|
|
|
-
|
|
Kastner Family Trust
|
|
|
3,000
|
|
|
|
*
|
|
|
|
3,000
|
|
|
|
-
|
|
|
|
-
|
|
Ryan Kaulback
|
|
|
2,000
|
|
|
|
*
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
-
|
|
Paul Ray King
|
|
|
4,400
|
|
|
|
*
|
|
|
|
4,400
|
|
|
|
-
|
|
|
|
-
|
|
Taylor Kuehl
|
|
|
800
|
|
|
|
*
|
|
|
|
800
|
|
|
|
-
|
|
|
|
-
|
|
Austin Kuehl
|
|
|
800
|
|
|
|
*
|
|
|
|
800
|
|
|
|
-
|
|
|
|
-
|
|
Louis Laskis Irrevocable Trust
|
|
|
215,000
|
|
|
|
*
|
|
|
|
215,000
|
|
|
|
-
|
|
|
|
-
|
|
Michael A Lechter & Sharon L Lechter Jtten
|
|
|
40,000
|
|
|
|
*
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
-
|
|
Michael and Sharon Lechter Revocable Trust
|
|
|
40,000
|
|
|
|
*
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
-
|
|
Emily Friel Lopez
|
|
|
2,000
|
|
|
|
*
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
-
|
|
Randy Luth
|
|
|
40,000
|
|
|
|
*
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
-
|
|
Randy E Luth Revocable Trust
|
|
|
175,000
|
|
|
|
*
|
|
|
|
175,000
|
|
|
|
-
|
|
|
|
-
|
|
Sherilyn J. Madden
|
|
|
8,000
|
|
|
|
*
|
|
|
|
8,000
|
|
|
|
-
|
|
|
|
-
|
|
Michael Austin Martin
|
|
|
80,000
|
|
|
|
*
|
|
|
|
80,000
|
|
|
|
-
|
|
|
|
-
|
|
William Murphy
|
|
|
60,000
|
|
|
|
*
|
|
|
|
60,000
|
|
|
|
-
|
|
|
|
-
|
|
Joseph Pennella
|
|
|
20,000
|
|
|
|
*
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
Louis Piccerillo
|
|
|
30,000
|
|
|
|
*
|
|
|
|
30,000
|
|
|
|
-
|
|
|
|
-
|
|
Phillip and Kristen Risk
|
|
|
11,000
|
|
|
|
*
|
|
|
|
11,000
|
|
|
|
-
|
|
|
|
-
|
|
Philip and Nancy Rosenblatt
|
|
|
40,000
|
|
|
|
*
|
|
|
|
40,000
|
|
|
|
-
|
|
|
|
-
|
|
Frank and Marilyn Santorelli
|
|
|
32,000
|
|
|
|
*
|
|
|
|
32,000
|
|
|
|
-
|
|
|
|
-
|
|
Arthur F Smith and Cheryl D Smith
|
|
|
10,000
|
|
|
|
*
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
Barry Stowe
|
|
|
2,000
|
|
|
|
*
|
|
|
|
2,000
|
|
|
|
-
|
|
|
|
-
|
|
Brittany Van Horn
|
|
|
4,000
|
|
|
|
*
|
|
|
|
4,000
|
|
|
|
-
|
|
|
|
-
|
|
Douglas F Walton
|
|
|
20,000
|
|
|
|
*
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
-
|
|
Ralph L Westberg Revocable Trust
|
|
|
25,000
|
|
|
|
*
|
|
|
|
25,000
|
|
|
|
-
|
|
|
|
-
|
|
Michael Wormell
|
|
|
8,000
|
|
|
|
*
|
|
|
|
8,000
|
|
|
|
-
|
|
|
|
-
|
|
Lawrence Wormell
|
|
|
5,000
|
|
|
|
*
|
|
|
|
5,000
|
|
|
|
-
|
|
|
|
-
|
|
Shawn Patrick Zelek
|
|
|
4,000
|
|
|
|
*
|
|
|
|
4,000
|
|
|
|
-
|
|
|
|
-
|
|
Eugene Webb
|
|
|
-
|
|
|
|
*
|
|
|
|
-
|
|
|
|
1,175,000
|
|
|
|
-
|
|
Trending Equities
|
|
|
450,000
|
|
|
|
*
|
|
|
|
450,000
|
|
|
|
-
|
|
|
|
-
|
|
Privateco LLC
|
|
|
50,000
|
|
|
|
*
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
-
|
|
White Bear Group LLC
|
|
|
250,000
|
|
|
|
*
|
|
|
|
250,000
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
20,890,411
|
|
|
|
|
|
|
|
12,390,411
|
|
|
|
1,337,830
|
|
|
|
8,500,000
|
|
(1)
The shares beneficially owned by Mr. Urvan include 14,000,000 shares issued at the closing of the Merger not subject to pledge restriction
and 4,500,000 shares (the “Pledged Securities”) subject to a Pledge and Escrow Agreement entered into in connection with
the Merger (the “Pledge Agreement”) in order to secure the fulfilment of Mr. Urvan’s indemnification obligations set
forth in the Merger Agreement. Pursuant to the Pledge Agreement, Mr. Urvan agreed to irrevocably pledge and grant the Company a continuing
lien and security interest in and to the Pledged Securities. Mr. Urvan retained his voting rights with regard to the Pledged Securities.
*
Less than 1%
PLAN
OF DISTRIBUTION
The
Selling Shareholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of common stock on any
stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed
prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined
at the time of sale, or at negotiated prices. The Seller Shareholders may use any one or more of the following methods when disposing
of shares:
|
●
|
on
any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale;
|
|
|
|
|
●
|
in
the over-the-counter market;
|
|
|
|
|
●
|
in
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
|
|
|
|
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
|
|
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
|
|
●
|
privately
negotiated transactions;
|
|
|
|
|
●
|
short
sales;
|
|
|
|
|
●
|
through
the listing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;
|
|
|
|
|
●
|
broker-dealers
may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share;
|
|
|
|
|
●
|
a
combination of any such methods of sale; and
|
|
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
Selling Shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
If
the Selling Shareholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents,
such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions, or commissions from the Seller
Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as
principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Shareholders
may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the
course of hedging in positions they assume. The Selling Shareholders may also sell shares of Common Stock short and deliver shares of
Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales.
The Selling Shareholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.
The
Selling Shareholders may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of Common Stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act supplementing or amending the list of Selling Shareholders to include the pledgee, transferee
or other successors in interest as Selling Shareholders under this prospectus. The Selling Shareholders also may transfer or donate the
shares of Common Stock in other circumstances, in which case the transferees, donees, pledgees, or other successors in interest will
be the selling beneficial owners for purposes of this prospectus.
Under
the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that any Selling Shareholder will sell any or all of the shares of Common Stock registered pursuant to the registration
statement of which this prospectus forms a part.
The
Selling Shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, the anti-manipulation rules
of Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Common Stock by the Selling Shareholders
and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares
of Common Stock to engage in market-making activities with respect to the shares of common stock.
In
addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available
to the Selling Shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Seller Stockholders
may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including
liabilities arising under the Securities Act.
We
are required to pay all expenses of the registration of the shares of Common Stock, including SEC filing fees and expenses of compliance
with state securities or “blue sky” laws; provided, however, that the Selling Shareholders will pay all underwriting discounts
and selling commissions, if any, and all fees and expenses of their respective legal counsel. We have agreed to indemnify the Selling
Shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration
of the shares offered by this prospectus. We may be indemnified by the Selling Shareholders against liabilities, including liabilities
under the Securities Act, and state security laws, that may arise from any written information furnished to us by the Selling Shareholders
specifically for use in this prospectus.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock is not complete and may not contain all the information you should consider before investing
in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our Certificate of Incorporation
and Bylaws, which have been publicly filed with the SEC. See “Where You Can Find More Information” and “Incorporation
by Reference.”
Our
authorized capital stock consists of 200,000,000 shares of common stock, par value of $0.001 per share, and 10,000,000 shares of preferred
stock, par value of $0.001 per share. As of August 18, 2021, there were 113,153,460 shares of our Common Stock issued and outstanding
held by approximately 313 holders of record.
Common
Stock
Each
share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally
by our stockholders. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of
the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so.
Holders
of our common stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion may declare
out of funds legally available for the payment of dividends. We currently do not anticipate paying any cash dividends on the common stock
in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various
factors, including:
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general
business conditions;
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industry
practice;
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our
financial condition and performance;
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our
future prospects;
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our
cash needs and capital investment plans;
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our
obligations to holders of any preferred stock we may issue;
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income
tax consequences; and
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the
restrictions Delaware and other applicable laws and our credit arrangements may impose, from time to time.
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If
we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available for distribution
to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive
their liquidation preferences in full.
Our
common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.
Preferred
Stock
The
Company has 10,000,000 authorized shares of preferred stock par value $0.001 per share. As of August 18, 2021, there were 1,400,000 shares
of Series A Preferred Stock outstanding.
Our
Board has the authority, within the limitations and restrictions in our certificate of incorporation, to issue shares of preferred stock
in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates,
conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting
any series or the designation of any series, without further vote or action by the stockholders. The issuance of shares of preferred
stock may have the effect of delaying, deferring or preventing a change in our control without further action by the stockholders. The
issuance of shares of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of our common
stock. In some circumstances, this issuance could have the effect of decreasing the market price of our common stock.
Undesignated
preferred stock may enable our Board to render more difficult or to discourage an attempt to obtain control of the Company by means of
a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of
preferred stock may adversely affect the rights of our common stockholders. For example, any shares of preferred stock issued may rank
senior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible
into shares of common stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of
preferred stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the
market price of our common stock or any existing preferred stock.
Options
and Warrants
As
of August 18, 2021, there are no outstanding options to purchase our securities.
As
of August 18, 2021, we had 2,987,999 warrants outstanding, having a weighted average exercise price of $2.39 per share. Each warrant
provides the holder the right to purchase up to one share of our Common Stock at a predetermined exercise price.
Ammo,
Inc. 2017 Equity Incentive Plan
As
of August 18, 2021, there are 3,309,420 shares of our Common Stock reserved for future issuance under the Ammo, Inc. 2017 Equity Incentive
Plan, as amended.
Delaware
Anti-takeover Law
We
are subject to Section 203 of Delaware Law, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for a period of three years following
the date the person became an interested stockholder, unless:
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the
board of directors approves the transaction in which the stockholder became an interested stockholder prior to the date the interested
stockholder attained that status;
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when
the stockholder became an interested stockholder, he or she owned at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and certain shares owned
by employee benefits plans; or
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on
or subsequent to the date the business combination is approved by the board of directors, the business combination is authorized
by the affirmative vote of at least 66 2/3% of the voting stock of the corporation at an annual or special meeting of stockholders.
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Generally,
a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to
the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates,
owns, or is an affiliate or associate of the corporation and within three years prior to the determination of interested stockholder
status did own, 15% or more of a corporation’s voting stock.
The
existence of Section 203 of Delaware Law would be expected to have an anti-takeover effect with respect to transactions not approved
in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares
of our Common Stock
LEGAL
MATTERS
Lucosky
Brookman LLP will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby.
EXPERTS
The
consolidated balance sheet as of March 31, 2021 and the related consolidated statements of operations, stockholders’ equity, and
cash flows are incorporated into this prospectus and in the registration statement by reference and have been incorporated in reliance
on the reports of Pannell Kerr Forster Of Texas, P.C., independent registered public accounting firms, included herein, given on the
authority of said firm as experts in accounting and auditing
The
consolidated balance sheet as of March 31, 2020 and the related consolidated statements of operations, stockholders’ equity, and
cash flows included in this prospectus and in the registration statement have been so included in reliance on the report ( which contains
an explanatory paragraph which describe the conditions that raise substantial doubt about the Company’s ability to continue as
a going concern and are contained in Note 2 to the consolidated financial statements), of Marcum LLP, independent registered public accounting
firms, included herein given on the authority of said firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
Available
Information
We
file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our
website address is https://ammoinc.com. The information on our website, however, is not, and should not be deemed to be, a part of this
prospectus.
This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the
information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms
of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements
in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by
reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant
matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.
INCORPORATION
BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede
that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, between
the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however,
incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not
deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits
furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
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Our
Annual Report on Form 10-K for the year ended March 31, 2021, filed with the SEC on June 29, 2021.
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Our
Quarterly Report on Form 10-Q for the quarter ended June
30, 2021, filed with the SEC on August 16, 2021.
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Our
Current Reports on Form 8-K and Form 8-K/A filed with the SEC on April 1, 2021, April 14, 2021, May 6, 2021, May 13, 2021, May 21, 2021, May 27, 2021, June 21, 2021, and July 16, 2021.
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The
description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on November 24, 2020, and
any amendment or report filed with the SEC for the purpose of updating such description.
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All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this Offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior
to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will
also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports
and documents.
You
may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents) by writing or telephoning us at the following address:
Ammo,
Inc.
7681
East Gray Road
Scottsdale,
Arizona 85260
(480)
947-0001
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and
any accompanying prospectus supplement.
AMMO,
INC.
13,728,241
Shares of Common Stock
August
25, 2021
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