AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): December 14,
name of registrant as specified in its charter)
or other jurisdiction of
E. Gray Rd.
Scottsdale, Arizona 85260
of principal executive offices)
telephone number, including area code)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
Stock, $0.001 par value
Nasdaq Stock Market LLC (Nasdaq Capital Market)
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).
growth company [ ]
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.
1.01 Entry into a Material Definitive Agreement.
December 14, 2020, Ammo, Inc., a Delaware corporation (the
“Company”) entered into a Debt Conversion Agreement (the
“Agreement”) with Forest Street, LLC, an Arizona limited liability
company (“Forest Street”), wholly owned by Fred Wagenhals, the
Company’s Chief Executive Officer. Pursuant to a previously
disclosed September 23, 2020 promissory note (the “Note”), the
Company had owed the principal sum of Three Million Five Hundred
Thousand & 00/100 Dollars ($3,500,000.00) to Forest Street with
such principal accruing interest at 12% per annum. The Note has a
maturity date of September 23, 2022 (“Maturity Date”).
to the Agreement, the Company and Forest Street agreed to convert
Two Million One Hundred Thousand & 00/100 Dollars
($2,100,000.00) of the Note’s principal into one million
(1,000,000) shares of the Company’s common stock (the “Share
Issuance”). The Share Issuance occurred on December 15, 2020. As a
result of the Agreement, the principal of the Note is now One
Million Four Hundred Thousand & 00/100 Dollars ($1,400,000.00)
and the Maturity Date remains the same.
foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
3.02. Unregistered Sales of Equity Securities.
disclosures set forth in Item 1.01 are incorporated into this Item
3.02 by reference.
Share Issuance was not registered under the Securities Act of 1933,
as amended (the “Securities Act”), but qualified for exemption
under Section 4(a)(2) of the Securities Act. The securities were
exempt from registration under Section 4(a)(2) of the Securities
Act because the issuance of such securities by the Company did not
involve a “public offering,” as defined in Section 4(a)(2) of the
Securities Act, due to the insubstantial number of persons involved
in the transaction, size of the offering, manner of the offering
and number of securities offered. The Company did not undertake an
offering in which it sold a high number of securities to a high
number of investors. In addition, Forest Street had the necessary
investment intent as required by Section 4(a)(2) of the Securities
Act since Forest Street agreed to, and received, the securities
bearing a legend stating that such securities are restricted
pursuant to Rule 144 of the Securities Act. This restriction
ensures that these securities would not be immediately
redistributed into the market and therefore not be part of a
“public offering.” Based on an analysis of the above factors, the
Company has met the requirements to qualify for exemption under
Section 4(a)(2) of the Securities Act.
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
December 17, 2020, the Board of Directors (the “Board”) of the
Company appointed Jessica M. Lockett as a member of the Board. The
Board determined that Ms. Lockett qualifies as independent under
the director independence standards set forth in the rules and
regulations of the Securities and Exchange Commission and
applicable NASDAQ listing standards.
is no arrangement or understanding between Ms. Lockett and any
other persons pursuant to which Ms. Lockett was selected as a
director, and there are no related party transactions involving Ms.
Lockett that are reportable under Item 404(a) of Regulation S-K.
Ms. Lockett will receive a director fee of $4,000 per
Lockett was appointed to serve as Chair of the Board’s Audit
Committee. The Board determined Ms. Lockett qualifies as a
“financially sophisticated audit committee member” as defined in
the NASDAQ listing standards. In connection with Ms. Lockett’s
appointment, Robert J. Goodmanson resigned from his position on the
Audit Committee to enable him to take on a role with regard to the
Company’s operations. Mr. Goodmanson remains a member of the
is a description of Ms. Lockett’s professional work
M. Lockett, Age 34, Director
Lockett is a corporate and securities law attorney with a focus on
representing public and private companies at various stages of
development with corporate governance and securities regulations
compliance matters, including Securities Act and Exchange Act
reporting. Ms. Lockett also has experience in Mergers and
Acquisitions, financing, fundraising activities, and going public
transactions. Ms. Lockett earned her J.D., cum laude, from Thomas
Jefferson School of Law in 2012 and received the CALI and Witkin
Awards in Securities Regulations from Cal Western School of Law.
Ms. Lockett graduated from the University of Arizona with a
Bachelor of Arts in Psychology with a law minor. Ms. Lockett has
been an attorney with Horwitz + Armstrong, a Professional law
corporation since 2016, and operated her own legal practice prior
to joining the firm. Ms. Lockett is an active member of the State
Bar of California.
8.01 Other Events.
December 17, 2020, the Company issued a press release announcing
the Agreement with Forest Street. A copy of these press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
9.01 Financial Statements and Exhibits.
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.
December 17, 2020
Robert D. Wiley