Current Report Filing (8-k)
23 November 2022 - 1:07AM
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2022-11-21
2022-11-21
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2022-11-21
2022-11-21
0001015383
POWW:Sec8.75SeriesCumulativeRedeemablePerpetualPreferredStock0.001ParValueMember
2022-11-21
2022-11-21
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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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