Current Report Filing (8-k)
November 22 2022 - 09:07AM
Edgar (US Regulatory)
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2022-11-21 0001015383 POWW:CommonStock0.001ParValueMember
2022-11-21 2022-11-21 0001015383
POWW:Sec8.75SeriesCumulativeRedeemablePerpetualPreferredStock0.001ParValueMember
2022-11-21 2022-11-21 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
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):
November 21, 2022
AMMO, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
001-13101 |
|
83-1950534 |
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
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:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common Stock, $0.001 par value |
|
POWW |
|
The
Nasdaq Stock Market LLC (Nasdaq Capital
Market) |
|
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock,
$0.001 par value |
|
POWWP |
|
The
Nasdaq Stock Market LLC (Nasdaq Capital
Market) |
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. Entry into a Material Definitive Agreement.
As
previously disclosed, on November 3, 2022, AMMO, Inc. (the
“Company”) entered into a Settlement Agreement (the
“Settlement Agreement”) with Steven F. Urvan and
Susan T. Lokey (collectively with each of their respective
affiliates and associates, the “Urvan Group”). The
Settlement Agreement provided that, among other things, the Company
would convene the 2022 annual meeting of stockholders (the
“2022 Annual Meeting”) no later than December 15,
2022. As the Company currently plans to convene its 2022 Annual
Meeting after such date, the Company and the Urvan Group have
entered into an Amendment to Settlement Agreement, dated November
21, 2022 (the “Amendment”), to provide that the
Company shall convene the 2022 Annual Meeting no later than January
5, 2023. The Amendment additionally provides that the Company will
(i) pay certain fees and costs for legal services incurred in
connection with certain litigation and the role of Mr. Urvan and
his affiliates in such litigation and (ii) promptly reimburse Mr.
Urvan and Ms. Lokey for reasonable and documented expenses they
incurred during the time period of their respective employments
with the Company.
Other
than as expressly modified pursuant to the Amendment, the
Settlement Agreement, which was filed as Exhibit 10.1 to the
Current Report on Form 8-K filed by the Company with the U.S.
Securities and Exchange Commission on November 7, 2022, remains in
full force and effect.
The
foregoing description of the Amendment is qualified by the full
text of such amendment, which is attached hereto as Exhibit 10.1
and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(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.
| Date:
November 22, 2022 |
AMMO,
INC. |
|
|
|
|
| |
By: |
/s/
Robert D. Wiley |
| |
Name: |
Robert
D. Wiley |
| |
Title: |
Chief
Financial Officer |
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