Current Report Filing (8-k)
May 27 2021 - 4:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 25, 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
or organization)
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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)
(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:
[ ]
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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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8.75%
Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value
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POWWP
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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. [ ]
Item
1.01
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Entry
into a Material Definitive Agreement.
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On
May 25, 2021, Ammo, Inc. (“we” or “us”), entered into an underwriting agreement (the “Underwriting Agreement”)
with Alexander Capital, L.P. (the “Underwriter”), relating to a firm commitment public offering of 138,220 newly issued shares
of our 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock (the “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 us 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. We intend to use the net proceeds from this offering for to
fund organic growth initiatives and general corporate purposes.
The
Underwriting Agreement includes customary representations, warranties and covenants, and customary conditions to closing, expense and
reimbursement obligations and termination provisions. Additionally, under the terms of the Underwriting Agreement, we have agreed to
indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute
to payments the Underwriter may be required to make in respect of these liabilities.
The
shares of Series A Preferred Stock sold by us have been registered pursuant to a registration statement on Form S-3 (File No. 333-253192),
which the Securities and Exchange Commission (the “Commission”) declared effective on February 24, 2021. A final prospectus
supplement and accompanying base prospectus relating to the offering were filed with the Commission on May 25, 2021.
The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the legal opinion
of Lucosky Brookman LLP related to the shares of Series
A Preferred Stock sold in the offering is filed as Exhibit 5.1 hereto.
On
May 25, 2021, Alexander Capital, L.P. 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 option 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.
Item
9.01
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Financial
Statements and Exhibits.
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(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 27, 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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