AMMO, Inc. (NASDAQ: POWW, POWWP) (“AMMO” or the “Company”) the
owner of GunBroker.com, the largest online marketplace serving
the firearms and shooting sports industries, and a leading
vertically integrated producer of high-performance ammunition and
components, today announced that it has reached a settlement
agreement (the "Agreement") with Steven Urvan and Susan Lokey
(collectively, the “Urvan Group”).
Pursuant to the Agreement, the Company will
appoint Christos Tsentas and Wayne Walker to the AMMO Board of
Directors (the “Board”). Mr. Tsentas is a former investment banker
with M&A and investment management experience, who also
possesses firearms accessories manufacturing board experience. Mr.
Walker is a corporate governance expert with significant public
company experience and more than 35 years of experience in
corporate turnarounds. Messrs. Tsentas and Walker will stand for
election at the Company’s 2022 Annual Meeting of Shareholders (the
“Annual Meeting”), which is scheduled for December 15, 2022. With
the appointments, AMMO’s Board will increase in size to nine
directors.
“We are pleased to have reached a constructive
outcome with The Urvan Group,” said Fred Wagenhals, AMMO’s Chairman
& CEO. “We welcome these new directors and believe they can and
will contribute to our robust Board deliberations as we chart a
path for the creation of shareholder value.”
“As a large shareholder, Board member and
founder of GunBroker.com, I look forward to AMMO’s future, and
believe the addition of Messrs. Tsentas and Walker as directors
will help strengthen the Board and propel the Company forward,”
said Mr. Urvan. “I see a bright future for AMMO and look forward to
working with my fellow Board members to identify opportunities to
drive profitable growth.”
Pursuant to the Agreement, the Urvan Group has
withdrawn its slate of seven nominees and agreed to vote all of its
shares in favor of the Board’s slate at the Annual Meeting. The
Board will immediately form a new committee tasked with planning
for CEO succession with the assistance of a nationally recognized
search firm. Further, given market conditions and shareholder
feedback, the Company will suspend the separation of its ammunition
and marketplace businesses into two independent publicly traded
companies.
The Company has also ended its previously
announced internal investigation into Mr. Urvan and Ms. Lokey. Mr.
Urvan will remain on the Board.
Moreover, the Agreement includes customary
standstill and related provisions. The full agreement between AMMO
and the Urvan Group will be filed by the Company on a Form 8-K with
the U.S. Securities and Exchange Commission.
The Company will file its definitive proxy
statement and other relevant documents in due course. Shareholders
do not need to take any action at this time.
Sidley Austin LLP served as legal advisor to the
Company. Olshan Frome Wolosky LLP represented the Urvan Group.
About Christos Tsentas
Christos Tsentas serves as a Partner of Albion
River LLC, a private direct investment firm, with a focus on
aerospace, defense and government related opportunities. Earlier,
he served as an investment banker at KippsDeSanto & Co., an
M&A advisory firm focused on the aerospace and defense markets.
Mr. Tsentas has served on the board of directors of Magpul
Industries Corporation, a designer and manufacturer of firearms
accessories and outdoor lifestyle products. Mr. Tsentas holds a
B.S. in Finance and Accounting from the University of Virginia and
an M.B.A. from Columbia Business School.
About Wayne Walker
Wayne Walker has served as President of Walker
Nell Partners, Inc., an international business consulting firm
since its founding in 2004. Earlier in his career, Mr. Walker
served as Partner at ParenteBeard LLC, an accounting firm and as
Senior Legal Counsel at E. I. du Pont de Nemours and Company. He
currently serves on multiple public and private boards, including
Wrap Technologies, Inc., where he serves as chairman, Petro
Pharmaceuticals, Inc., AYRO, Inc. and Pitcairn Trust Company. Mr.
Walker holds a B.A. from Loyola University New Orleans and a J.D.
from the Columbus School of Law at the Catholic University of
America.
About AMMO, Inc.
With its corporate offices headquartered in
Scottsdale, Arizona, AMMO designs and manufactures products for a
variety of aptitudes, including law enforcement, military, sport
shooting and self-defense. The Company was founded in 2016 with a
vision to change, innovate and invigorate the complacent munitions
industry. AMMO promotes branded munitions as well as its patented
STREAK ™ Visual Ammunition, /stelTH/ ™subsonic
munitions, and specialty rounds for military and law enforcement
use via government programs. For more information, please
visit: www.ammo-inc.com.
About GunBroker.com
GunBroker.com is the largest online marketplace
dedicated to firearms, hunting, shooting and related products.
Third-party sellers list items on the site and Federal and state
laws govern the sale of firearms and other restricted items.
Ownership policies and regulations are followed using licensed
firearms dealers as transfer agents. Launched in 1999,
GunBroker.com is an informative, secure and safe way to buy and
sell firearms, ammunition, air guns, archery equipment, knives and
swords, firearms accessories and hunting/shooting gear
online. GunBroker.com promotes responsible ownership of
guns and firearms. For more information, please
visit: www.gunbroker.com.
Forward Looking Statements
This document contains “forward-looking
statements” within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words like “may,”
“will,” “likely,” “should,” “expect,” “anticipate,” “future,”
“plan,” “believe,” “intend,” “goal,” “seek,” “estimate,” “project,”
“continue,” and similar expressions. Forward-looking statements are
neither historical facts nor assurances of future performance.
Instead, they are based only on current beliefs, expectations and
assumptions regarding the future of the business, future plans and
strategies, projections, anticipated events and trends, the
economy, and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are
difficult to predict. Actual results and financial condition may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. The risks and uncertainties which
forward-looking statements are subject to include, but are not
limited to: risks related to the separation of our ammunition and
marketplace businesses, including that the process of exploring the
transaction and potentially completing the transaction could
disrupt or adversely affect the consolidated or separate
businesses, results of operations and financial condition, risks
related to Action Outdoor Sports, Inc. (“AOS”) not being able to
recruit the appropriate members of its executive management team or
board of directors, risks related to the transaction not being
completed in accordance with our expected plans or anticipated
timelines, or at all, risks related to the transaction not
achieving some or all of any of the anticipated benefits with
respect to either business, and risks related to AOS’s ability to
succeed as a standalone publicly traded company. We do not
undertake to update forward-looking statements to reflect the
impact of circumstances or events that arise after the dates they
are made. You should, however, consult further disclosures and risk
factors we include in Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports filed on Form 8-K.
Important Additional Information and
Where to Find It
AMMO, Inc. (the “Company”) intends to file a
proxy statement on Schedule 14A, an accompanying proxy card and
other relevant documents with the Securities and Exchange
Commission (“SEC”) in connection with its solicitation of proxies
from the Company’s shareholders for the Company’s 2022 Annual
Meeting of Shareholders (the “Annual Meeting”). BEFORE MAKING ANY
VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors may obtain copies of the Company’s proxy
statement, proxy card, any amendments or supplements thereto and
other documents filed by the Company with the SEC when they become
available at no charge at the SEC’s website at www.sec.gov.
Copies will also be available at no charge in the “SEC Filings”
section of the Company’s Investor Relations website
at https://investors.ammoinc.com or by contacting the
Company’s Investor Relations Department
at IR@ammo-inc.com after such materials are
electronically filed with, or furnished to, the SEC.
Certain Information Regarding
Participants to the Solicitation
The Company, its directors and certain of its
executive officers are participants in the solicitation of proxies
from the Company’s shareholders in connection with matters to be
considered at the Annual Meeting. Information regarding the direct
and indirect interests, by security holdings or otherwise, of the
Company’s directors and executive officers in the Company is
included in the Company’s Proxy Statement on Schedule 14A for its
2021 Annual Meeting of Shareholders, filed with the SEC on
September 13, 2021, the Company’s Annual Report on Form 10-K for
the year ended March 31, 2022, filed with the SEC on June 29, 2022,
and in the Company’s Current Reports on Form 8-K filed with the SEC
from time to time. Changes to the direct or indirect interests of
the Company’s directors and executive officers are set forth in SEC
filings on Initial Statements of Beneficial Ownership on Form 3 or
Statements of Change in Ownership on Form 4. These documents are
available free of charge as described above. Updated information
regarding the identities of potential participants and their direct
or indirect interests, by security holdings or otherwise, in the
Company will be set forth in the Proxy Statement for the Annual
Meeting and other relevant documents to be filed with the SEC, if
and when they become available.
Media Contact:Victoria WelchAMMO, Inc.Phone:
(480) 947-0001vwelch@ammoinc.com
Investor ContactMatt BlazeiPhone: (516)
386-0430IR@ammo-inc.com
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