As filed with the Securities and Exchange Commission on July 29, 2021
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FormFORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMMO, Inc.INC.
(Exact name of registrant as specified in its charter)
| Delaware | 83-1950534 | |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer Identification Number) |
7681 East Gray Road
Scottsdale, Arizona 85260
(480) 947-0001
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Fred W. Wagenhals
President and Chief Executive Officer
7681 East Gray Road
Scottsdale, Arizona 85260
(480) 947-0001
(Name, Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Anthony N. DeMint,Copies to:
Joseph M. Lucosky, Esq.
DeMint Law, PLLCAdele Hogan, Esq.
3753 Howard Hughes ParkwaySecond Floor Suite 314Las Vegas, Nevada 89169Lucosky Brookman LLP
(702) 714-0889101 Wood Avenue South, 5th Floor
Woodbridge, NJ 08830
(732) 395-4400
Jon S. Cohen, Esq.
Snell & Wilmer, LLP
400 East Van Buren StreetSuite 1900Phoenix, AZ 85004APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
(602) 382-6000
From time to time after the effective date of the Registration Statement.
(Approximate date of commencement of proposed sale of the securities to the public)this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this formForm is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective uponon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If this formForm is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |
| Non-accelerated filer | [X] | Smaller reporting company | [X] | |
| 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 7(a)(2)(B) of Securities Act. [ ]
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per unit(1)(2) | Proposed maximum aggregate offering price(1)(2) | Amount of fee(3) | ||||||||||||
Primary Offering: Common Stock, par value $0.001 per share(4) | $ | 20,000,000 | (5) | $ | — | $ | 20,000,000 | (5) | $ | 2,424.00 | ||||||
| Title of Each Class of Securities to be Registered | Amount of Shares to be Registered (1) | Proposed Maximum Offering Price per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||||||||||
| Common Stock, par value $0.001 per share | 12,390,411 | $ | 7.06 | $ | 87,476,301.70 | $ | 9,543.67 | |||||||||
| Common Stock, $0.001 par value per share, issuable upon exercise of the Warrants | 1,337,830 | (3) | $ | 7.06 | $ | 9,445,079.80 | $ | 1,030.46 | ||||||||
| Total | 13,728,241 | - | $ | 96,921,381.50 | $ | 10,574.13 | (4) | |||||||||
| (1) | Pursuant to Rule |
| (2) | |
| (3) | Represents the |
| (4) | |
| Paid herewith. The |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thisthe registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. WeThe Selling Shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED January 17, 2019Subject to Completion, dated July 29, 2021.
PROSPECTUS
AMMO, INC.
$20,000,00013,728,241 Shares of Common Stock
Pursuant to this prospectus, the selling shareholders identified herein (each a “Selling Shareholder” and, collectively, the “Selling Shareholders”) are offering on a resale basis, up to 13,728,241 shares (the “Shares”) of our common stock, par value $0.001 per share (the “Common Stock”), by the selling stockholders identified in this prospectus under “Selling Shareholders” (the “Offering”). This amount consists of: (i) 10,000,000 shares of Common Stock
issued to one (1) Selling Shareholder pursuant to the Merger Agreement (as defined below) dated as of April 30, 2021; (ii) 1,228,000 shares of Common Stock issued to thirty-six (36) selling Shareholders pursuant to those certain Subscription Agreements entered into in connection with a 2017 friends and family financing; (iii) 408,411 shares of Common Stock issued to five (5) Selling Shareholders pursuant to the Company’s Registration Statement on filed with the Securities and Exchange Commission (“SEC”) on February 17, 2021; (iv) 500,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Services Agreement between the Company and Trending Equities Corp., dated as of May 16, 2021; (v) 250,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Consulting Agreement between the Company and White Bear Group LLC, dated as of May 1, 2021; (vi) 162,830 shares of Common Stock underlying warrants issued to two (2) Selling Shareholders pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 17, 2021 (the “February 2021 Warrants”); and (vii) 1,175,000 shares of Common Stock underlying warrants issued to one (1) Selling Shareholder pursuant to a Soliciting Agent Agreement between the Company and Paulson Investment Company, LLC, dated as of December 21, 2020 (the “December 2020 Warrants,” and together with the February 2021 Warrants, the “Warrants”). We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of the Shares. We will, however, receive proceeds from any warrants that are exercised through the payment of the exercise price in cash. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.
Pursuant to the terms and conditions set forth in that certain Investors Rights Agreement dated as of April 30, 2021, and entered into in connection with the Merger Agreement, we agreed to file with the SEC a shelf registration statement covering resales of certain of the shares issued pursuant to the Merger Agreement, which shares were issued to the applicable Selling Shareholder in a private transaction. This prospectus forms a part of a registration statement filed by us as required by the Investors Rights Agreement.
WeThe Selling Shareholders may offer and sell the Shares from time to time in one or more series or issuances and on terms that we will determineto be determined at the time of the offering, shares of common stock (the “Common Stock”) up to an aggregate amount of $20,000,000.
This prospectus provides you with a general description of the securities we may offer and sell. We will provide specific terms ofsale through ordinary brokerage transactions or through any offering in a supplement to this prospectus. Any prospectus supplement may also add, update, or change information containedother means described in this prospectus. You should carefully readprospectus under “Plan of Distribution.” The prices at which the Selling Shareholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement as well asdescribing the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase anymethod and terms of the securities offered hereby.offering of such securities.
These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities and their compensation and the nature of our arrangements with them will be described in the applicable prospectus supplement. The net proceeds we expect to receive from any such sale will also be included in the applicable prospectus supplement.INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our Common Stock is tradedlisted on the OTCQBNasdaq Capital Market under the symbol “POWW.”“POWW”. On January 15, 2019,July 28, 2021, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $3.70$7.08 per share.
This prospectus may not be used to consummate a sale of our securities unless accompanied by the applicable prospectus supplement.
Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties referenced under the heading “Risk Factors” containedSee “Risk Factors” beginning on page 6 in this prospectus beginning on page 4 andfor a discussion of information that should be considered in any applicable prospectus supplement, and under similar headingsconnection with an investment in the other documents that are incorporated by reference into this prospectus.our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ____________ __, 2019
July , 2021.
TABLE OF CONTENTS
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This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission or(the “SEC”) on behalf of the SEC, utilizing a “shelf” registration process. Under this shelf registration process, we maySelling Shareholders to permit the Selling Shareholders to sell the shares of Common Stock described in this prospectus in one or more offerings, up to a total dollar amounttransactions. You should read this prospectus and the information and documents incorporated by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find More Information” and “Incorporation of $20,000,000. This prospectus provides you with general information regarding the securities that we may offerCertain Information by Reference” in the future. Each time we sell securities, we will provide a prospectus supplement that contains specific information about any offering by us.this prospectus.
TheThis prospectus supplement also may be supplemented from time to time to add, to update or change information in this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in a prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You should read bothmay only rely on the information contained in this prospectus and the prospectus supplement related to any offering, as well as additional information described under the heading “Where You Can Find More Information.”
or that we have referred you to. We have not authorized anyone to provide you with information different from that containedinformation. This prospectus does not constitute an offer to sell or incorporateda solicitation of an offer to buy any securities other than the securities offered by reference in this prospectus. This prospectus orand any accompanyingfuture prospectus supplement or any “free writing prospectus.” We are offeringdo not constitute an offer to sell and seeking offersor a solicitation of an offer to buy any securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus and in any accompanying prospectus supplementcircumstances in which such offer or solicitation is accurate only as ofunlawful. Neither the date indicated on their respective cover pages, regardless of the time of delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is correct as of any time after its date.
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”
The Selling Shareholders are offering the Shares only in jurisdictions where such offer is permitted. The distribution of this prospectus and the sale of our securities.the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the distribution of this prospectus and the sale of the Shares outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the Shares by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”
We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. You should rely only on
When we refer to “Ammo,” “we,” “our,” “us” and the information contained or incorporated by reference“Company” in this prospectus, we mean Ammo, Inc., unless otherwise specified. When we refer to “you,” we mean the holders of the applicable series of securities.
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. These forward-looking statements contain information about our expectations, beliefs or intentions regarding our product development and commercialization efforts, business, financial condition, results of operations, strategies or prospects, and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. These statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning.
These statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any accompanying prospectus supplement. Tofuture results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the extent there is a conflict between the information containedsection titled “Risk Factors” and elsewhere in this prospectus, and thein any related prospectus supplement you should rely on the informationand in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date — for example, a document incorporated by reference into this prospectus or any prospectus supplement — the statement in the document having the later date modifies or supersedes the earlier statement.related free writing prospectus.
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InAny forward-looking statement in this prospectus, in any related prospectus supplement and in any related free writing prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus, any related prospectus supplement and any related free writing prospectus and the terms “Ammo, Inc.,” “documents that we,” “our,” “us,” reference herein and “therein and have filed as exhibits hereto and thereto completely and with the understanding that our company”actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
This prospectus, any related prospectus supplement and any related free writing prospectus also contain or may contain estimates, projections and other information concerning our industry, our business and the markets for our products, including data regarding the estimated size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry and general publications, government data and similar sources. In some cases, we do not expressly refer to AMMO, Inc. and its wholly owned operating subsidiaries SNI, LLC, AMMO Munitions, Inc. and Ammo Technologies, Inc.the sources from which these data are derived.
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The followingThis summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus and in the documents we incorporate by reference. This summary is not complete and does not contain all of the information that may be important to purchasers ofyou should consider before investing in our securities. Prospective purchasers of Common StockTo fully understand this offering and its consequences to you, you should read this entire prospectus carefully, reviewincluding the detailed information risk factors andreferred to under the heading “Risk Factors” in this prospectus beginning on page 6, the financial statements including the notes thereto, appearing elsewhere in orand other information incorporated by reference intoin this Prospectus,prospectus when making an investment decision. This is only a summary and may not contain all the applicableinformation that is important to you. You should carefully read this prospectus, supplement, or applicable free writing prospectus.including the information incorporated by reference therein, and any other offering materials, together with the additional information described under the heading “Where You Can Find More Information.”
Our Business
We are a designer, producer, and marketer of performance-driven, high-quality ammunition and ammunition component products for sale to a variety of consumers, including sport and recreational shooters, hunters, individuals seeking home or personal protection, manufacturers and law enforcement and military agencies. We also own an online auction site supporting the lawful sale of firearms, ammunition and hunting/shooting accessories. To enhance the strength of our brands and drive product demand, we emphasize product innovation and technology to improve the performance, quality, and affordability of our products while providing support to our distribution channel and consumers. We seek to sell products at competitive prices that perform likecompete with high-end, custom, hand-loaded ammunition at competitive prices. Additionally, through our ammunition casing manufacturing and sales operations (“Jagemann Munition Components” or “JMC”) we sell ammunition casings products of various types. We emphasize an American heritage by using predominantly American-made components and raw materials in our products that are produced, inspected, and packaged at our facilityfacilities in Payson, Arizona.Arizona and Manitowoc, Wisconsin.
Our production processes focus on safety, consistency, precision, and cleanliness. Each round is developed for a specific purpose with a focus on a proper mix of consistency, velocity, accuracy, and recoil. Each round is chamber gauged and inspected with redundant seven-step quality control processes.
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GunBroker.com is our online auction site. In its role as our auction site, GunBroker.com serves as the listing service and provides for the exchange of information in a secure manner supporting the third-party listing, sale and lawful purchase of firearms, ammunition and accessories connecting over 6.6 million registered users.
Competition
The ammunition and ammunition casing industry is dominated by a small number of companies, a number of which are divisions of large public companies. We compete primarily on the quality, reliability, features, performance, brand awareness, and price of our products. Our primary competitors include Federal Premium Ammunition, Remington Arms, the Winchester Ammunition division of Olin Corporation, and various smaller manufacturers and suppliers, including Black-Hills Ammunition, CBC Group, Fiocchi Ammunition, Hornady Manufacturing Company, PMC, Rio Ammunition, and Wolf.
Our Growth Strategy
Our goal is to enhance our position as a designer, producer, and marketer of ammunition products.products via our manufacturing and related sales operations, while simultaneously enhancing the GunBroker.com brand and leverage the information technologies platform to develop additional complimentary sales channels. Key elements of our strategy to achieve this goal are as follows:
Design, Produce, and Market Innovative, Distinctive, Performance-Driven, High-Quality Ammunition and Ammunition Components
We are focused on designing, producing, and marketing innovative, distinctive, performance-driven, high-quality products that appeal to retailers, manufacturers, and consumers that will enhance our users’ shooting experiences. Our ongoing research and development activities; our safe, consistent, precision, and clean production processes; and our multi-faceted marketing programs are critical to our success.
Continue to Strengthen Relationships with Channel Partners and Retailers.Retailers
We continue to strive to strengthen our relationships with our current distributors, dealers, manufactures, and mass market and specialty retailers and to attract additional distributors, dealers, retailers, and retailers.manufacturers. The success of our efforts depends on the innovation, distinctive features, quality, and performance of our products; the attractiveness of our packaging; the effectiveness of our marketing and merchandising programs; and the effectiveness of our customer support.
Emphasis on Customer Satisfaction and Loyalty
We plan to continue to emphasize customer satisfaction and loyalty by offering innovative, distinctive, high-quality products on a timely and cost-attractive basis and by offering effective customer service. We regard the features, quality, and performance of our products as the most important components of our customer satisfaction and loyalty efforts, but we also rely on customer service and support.
Continuously Improving Operations
We plan to continue to emphasize customer satisfaction and loyalty by offering innovative, distinctive, high-quality products on a timely and cost- attractive basis and by offering effective customer service, training, and support. We regard the features, quality, and performance of our products as the most important components of our customer satisfaction and loyalty efforts, but we also rely on customer service and support, such as toll-free, customer support numbers, extensive service policies, and product warranties.support.
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Continuously Improving Operations
We plan to continue focusing on improving all aspects of our business, including research and development, component sourcing, production processes, marketing programs, and customer support. We are continuing our efforts to enhance our production by increasing daily production quantities through equipment acquisitions, expanded shifts and process improvements, increased operational availability of our equipment, reduced equipment down times, and increased overall efficiency.
Enhance Market Share, Brand Recognition, and Customer Loyalty
We strive to enhance our market share, brand recognition, and customer loyalty. Industry sources estimate that 70 million to 80 million people in the United States own more than approximately 300393 million firearms creating a large installed base for our ammunition products. We are focusing on the premium segment of the market through the quality, distinctiveness, and performance of our products; the effectiveness of our marketing and merchandising efforts; and the attractiveness of our competitive pricing strategies.
Pursue Synergetic Strategic Acquisitions and Relationships
We intend to pursue strategic acquisitions and develop strategic relationships designed to enable us to expand our technology and knowhow, expand our product offerings, strengthen and expand our supply chain, enhance our production process, expand our marketing and distribution, and attract new customers.
Our History
We were originally incorporated in California on November 15, 1990 under the name Retrospettiva, Inc., but ceased operations in 2001 and were dormant until October 11, 2006; when the company commenced activities to become current in reporting with the Commission with the intention to become a publicly traded company. In December of 2016, we changed our domicile from California to Delaware (through the merger with and into Advanced Munitions International, Inc., which concurrently changed its name to Retrospettiva, Inc.) and instituted a 1-for-25 reverse stock split of our outstanding shares of Common Stock. Lastly, effective October 24, 2018, we amended and restated our certificate of incorporation to change our name to AMMO, Inc., increase our authorized shares of Common Stock to 200,000,000 and authorized 10,000,000 shares of blank check preferred stock.
On October 13, 2016, our principal stockholder, Fred Wagenhals, organized another Delaware company named AMMO, Inc. (“Privco”).
On December 15, 2016, the then principal stockholders of Retrospettiva sold their outstanding Common Stock to Fred W. Wagenhals, who is our Chairman of the Board, President, Chief Executive Officer, and largest stockholder. On the same date, Mr. Wagenhals became the sole officer and director of Retrospettiva.
On March 17, 2017, we entered into a share exchange agreement with Privco, whereby we issued 17,285,800 shares of our Common Stock for 100% of the issued and outstanding shares in Privco and Privco became our wholly-owned operating subsidiary. Effective October 24, 2018, Privco amended its certificate of incorporation to change its name to AMMO Munitions, Inc.
We entered into licensing an endorsement agreement with Jesse James, a well-known motorcycle and gun designer, in October 2016, and a license and endorsement agreement with Jeff Rann, a well- known wild game hunter, guide, and spokesman for the firearm and ammunition industry, in February 2017; received a federal firearms license from the Bureau of Alcohol, Tobacco, and Explosives in February 2017; purchased an ammunition manufacturing facility in Payson, Arizona in March 2017; and built a management team and otherwise prepared our self to participate in the ammunition industry.
Our Offices
We maintain our principal executive offices at 7681 East Gray Road, Scottsdale, Arizona.Arizona 85260. Our telephone number is (480) 947-0001. Our website is located at www.ammo-inc.com. Other thanwww.ammoinc.com. The information contained on our website as described in “Where You Can Find More Information” below, the information on, or that can be accessedassessed through our website isdoes not incorporated by reference in this prospectus or any prospectus supplement, and you should not consider it to be aconstitute part of this prospectus or any prospectus supplement. Our website address is included as an inactive textual reference only.prospectus.
Our Common StockRecent Developments
We may offer up to $20,000,000On March 16, 2021, we announced the closing of an underwritten public offering of 23 million newly-issued shares of Common Stock $0.001 par valueat a price to the public of $5.00 per share, in one or more offerings. Each holdershare. The closing included the full exercise of the underwriters’ over-allotment option to purchase 3 million shares of Common Stock at the public offering price, for gross proceeds to the Company of $115 million, prior to deducting offering expenses, commissions and underwriting discounts.
On May 21, 2021, we closed an underwritten public offering of 1,097,200 newly issued shares of our Common8.75% Series A Cumulative Redeemable Perpetual Preferred Stock is entitled(the “Series A Preferred Stock”) at a price to one vote for each sharethe public of $25.00 per share. The offering resulted in gross proceeds to the Company of $27,430,000, prior to deducting offering expenses, commissions and underwriting discounts. On May 25, 2021, the underwriter 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 on all mattersMay 27, 2021. The gross proceeds from the exercise of the over-allotment option were $4,114,500, before deducting underwriting discounts and commissions.
On May 25, 2021, we entered into an underwriting agreement with Alexander Capital, L.P. relating to be voted upon by the stockholders, and there are no cumulative rights. Subject to any preferential rightsa firm commitment public offering of any outstanding preferred stock, holders138,220 newly issued shares of our CommonSeries 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 use 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. The total net proceeds from the two Series A Preferred Stock offerings in May 2021 was $32,940,000.
Acquisitions
On April 30, 2021 (the “Effective Date”), the Company entered into an agreement and plan of merger (the “Merger Agreement”), by and among the Company, SpeedLight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sub”), Gemini Direct Investments, LLC, a Nevada limited liability company (“Gemini”), and Steven F. Urvan, an individual (the “Seller”), whereby Sub merged with and into Gemini, with Sub surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). At the time of the Merger, Gemini had nine (9) subsidiaries, all of which are entitledrelated to receive ratablyGenimi’s ownership of the dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefore. If theregunbroker.com business. Gunbroker.com is a liquidation, dissolution or winding up of our company, holders of our Common Stock would be entitledlarge on-line auction marketplace dedicated to share in our assets remaining afterfirearms, hunting, shooting and related products. The Merger was completed on the payment of liabilities and any preferential rights of any outstanding preferred stock.
In this prospectus, we also refer to the Common Stock as “securities.” This prospectus provides you with a general description of the securities we may offer. A prospectus supplement, which we will provide each time we offer securities, will describe the specific amounts, prices, and terms of the securities we offer. We will also include in the prospectus supplement information, when applicable, about material U.S. federal income tax considerations relating to the securities, and the securities exchange or quotation service, if any, on which the securities will be listed. This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.Effective Date.
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In consideration of the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, on the Effective Date, (i) the company assumed an aggregate amount of indebtedness of Gemini and its subsidiaries equal to $50,000,000 (the “Assumed Indebtedness”) and (ii) the issued and outstanding membership interests in Gemini (the “Membership Interests”), held by the Seller, automatically converted into the right to receive (A) $50,000,000 (the “Cash Consideration”) and (B) 20,000,000 shares of the Company’s common stock (the “Stock Consideration”).
In connection with the Merger Agreement, the Company and the Seller agreed that the Stock Consideration consisted of: (a) 14,500,000 shares issued without being held in escrow or requiring prior stockholder approval, (b) 4,000,000 shares issued subject to that certain Pledge and Escrow Agreement entered into pursuant to the Merger Agreement (the “Pledged Securities”), and (c) 1,500,000 shares that will not be issued prior to the Company obtaining stockholder approval for the issuance (the “Additional Issuance”).
On the Effective Date, in connection with the Merger Agreement, the company and the Seller entered into a Lock-Up Agreement, pursuant to which the Pledged Securities shall not be sold or transferred by the Seller without the prior written consent of the Company until the Pledged Securities are released pursuant to the terms of the Pledge and Escrow Agreement.
On the Effective Date, in connection with the Merger Agreement, the Company and the Seller entered into a Voting Rights Agreement (the “Voting Rights Agreement”), whereby for a period of six months following the Effective Date, the Seller: (i) agreed to vote in favor of approving the implementation of a staggered board of directors at the next annual meeting of the Company; (ii) will not vote any securities in favor of, or consent to, and will vote his 18.5 million shares of the Company’s common stock to which he has voting rights, to vote against and not consent to, the approval of a proxy fight either individually or as part of a group for Schedule 13D or 13G purposes that would result in one-third of the current officers and one-third of the current directors being replaced; and (iii) appointed the Company as his attorney-in-fact and proxy with full power of substitution, for and in his name, to vote in the manner contemplated by the Voting Rights Agreement.
On the Effective Date, in connection with the Merger Agreement, the Company and the Seller entered into a Standstill Agreement (the “Standstill Agreement”), whereby during the period beginning on the Effective Date and ending on the one (1) year anniversary of the Effective Date (the “Standstill Period”), the Seller will not, among other things, make, effect, initiate, cause or participate in (i) any acquisition of any securities of the Company or any securities of any subsidiary or other affiliate or associate of the Company if such acquisition would result in the Seller and his affiliates and associates collectively beneficially owning twenty-five percent (25%) or more of the then issued and outstanding shares of common stock of the Company, (ii) any Company Acquisition Transaction (as this term is defined in the Standstill Agreement), or (iii) any “solicitation” of “proxies” (as those terms are defined in Rule 14a-1 of the General Rules and Regulations under the Exchange Act) or consents with respect to any securities of the Company.
On the Effective Date, in connection with the Merger Agreement, the Company and the Seller entered into an Investor Rights Agreement (the “Investor Rights Agreement”). The Investor Rights Agreement requires the Company to use its commercially reasonable efforts to register 10 million shares of the Stock Consideration for resale on a registration statement to be filed with the Securities and Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended (the “Securities Act”), within ninety (90) days following the Effective Date. The Company also agreed in the Investor Rights Agreement to provide the Seller with demand registration rights in connection with the other shares received by the Seller as part of the Stock Consideration, including the Pledged Securities (to the extent released and delivered to the Seller in accordance with the terms of the Merger Agreement) and the Additional Securities (if issued in accordance with the terms of the Merger Agreement).
Appointment of New Director and Officer
On April 30, 2021, in connection with the closing of the Merger, Steven F. Urvan was appointed to the Company’s Board of Directors and elected to serve as the Company’s Chief Strategy Officer.
| 4 |
| Issuer | Ammo, Inc. | |
| Shares of Common Stock offered by us | None | |
| Shares of Common Stock offered by the Selling Shareholders | 13,728,241 Shares (1) | |
| Shares of Common Stock outstanding before the Offering | 113,132,110 shares (2) | |
| Shares of Common Stock outstanding after completion of this offering, assuming the sale of all shares offered hereby | 114,469,940 shares | |
| Use of proceeds | We will not receive any proceeds from the resale of the Shares by the Selling Shareholders. All proceeds from the sale of our common stock pursuant to this prospectus will be for ethe accounts of the Selling Shareholders. We cannot precisely estimate the allocation of the net proceeds from any exercise of the warrants for cash. Accordingly, in the event the Warrants are exercised for cash, our management will have broad discretion in the application of the net proceeds of such exercises, which is anticipated to be for general corporate purposes. | |
| Market for Common Stock | Our Common Stock is listed on The Nasdaq Capital Market under the symbol “POWW.” | |
| Risk Factors | Investing in our securities involves a high degree of risk. See the “Risk Factors” section of this prospectus on page 6 and in the documents we incorporate by reference in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our securities. |
| (1) | This amount consists of: (i) 10,000,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to the Merger Agreement dated as of April 30, 2021; (ii) 1,228,000 shares of Common Stock issued to thirty-six (36) selling Shareholders pursuant to those certain Subscription Agreements entered into in connection with a 2017 friends and family financing; (iii) 408,411 shares of Common Stock issued to five (5) Selling Shareholders pursuant to the Company’s Registration Statement on filed with the SEC on February 17, 2021; (iv) 500,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Services Agreement between the Company and Trending Equities Corp., dated as of May 16, 2021; (v) 250,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Consulting Agreement between the Company and White Bear Group LLC, dated as of May 1, 2021; (vi) 162,830 shares of Common Stock underlying warrants issued to two (2) Selling Shareholders pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 17, 2021 (the “February 2021 Warrants”); and (vii) 1,175,000 shares of Common Stock underlying warrants issued to one (1) Selling Shareholder pursuant to a Soliciting Agent Agreement between the Company and Paulson Investment Company, LLC, dated as of December 21, 2020 (the “December 2020 Warrants,” and together with the February 2021 Warrants, the “Warrants”). |
| (2) | The number of shares of Common Stock outstanding before and after the Offering is based on 112,382,110 shares outstanding as of July 23, 2021 and excludes the following: |
| ● | 3,350,676 shares of Common Stock issuable upon the exercise of outstanding warrants having a weighted average exercise price of $2.32 per share; and | |
| ● | 3,311,920 shares of Common Stock reserved for future issuance under the Company’s Ammo, Inc. 2017 Equity Incentive Plan, as amended. |
| 5 |
Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider the risk factors incorporated by reference to our Registration Statement on Form S-3, filed with the SEC on February 17, 2021, as amended, our most recent Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the SEC on June 29, 2021 and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
Risks Relating to the Offering
You may lose all of your investment.
Investing in our securitiesCommon Stock involves a high degree of risk. Please see the risk factors described under the caption “Risk Factors” in our Annual ReportAs an investor, you might never recoup all, or even part of, your investment and you may never realize any return on Form 10-KT for the transition year ended March 31, 2018 on file with the SEC, which is incorporated by reference in this prospectus and in any accompanying prospectus supplement. Before making an investment decision, you should carefully consider these risks as well as information we include or incorporate by reference in this prospectus and in any accompanying prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company. Additional risks and uncertainties not presently knownyour investment. You must be prepared to us or that we currently deem immaterial may also affect our business operations.lose all your investment.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSThe market price of our Common Stock may be highly volatile, you may not be able to resell your shares at or above the public offering price and you could lose all or part of your investment.
The trading price of our Common Stock may be volatile. Our stock price could be subject to wide fluctuations in response to a variety of factors, including the following:
This document contains certain “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies, goals and objectives of management for future operations; any statements concerning proposed new products and services or developments thereof; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words, or the negative thereof. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. 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 Reports filed on Form 8-K.
In our Form 10-K, Form 10-Q and Form 8-K filings with the Securities and Exchange Commission, references to “AMMO, Inc.”, “AMMO”, “the Company”, “we,” “us,” “our” and similar terms refer to AMMO, Inc. and its wholly owned operating subsidiaries SNI, LLC, AMMO Munitions, Inc. and Ammo Technologies, Inc.
This prospectus provides you with a general description of the proposed offering of our securities. Each time that we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may add to, update, or change information contained in this prospectus and should be read as superseding this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”
The prospectus supplement will describe the terms of any offering of securities, including the offering price to the public in that offering, the purchase price and net proceeds of that offering, and the other specific terms related to that offering of securities.
| actual or anticipated fluctuations in our revenue and other operating results; | ||
| ● | actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; | |
| ● | issuance of our equity or debt securities, or disclosure or announcements relating thereto; | |
| ● | the lack of a meaningful, consistent and liquid trading market for our Common Stock; | |
| ● | additional shares of our Common Stock being sold into the market by us or our stockholders or the anticipation of such sales; | |
| ● | announcements by us or our competitors of significant events or features, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; | |
| ● | changes in operating performance and stock market valuations of companies in our industry; | |
| ● | price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; | |
| ● | lawsuits threatened or filed against us; | |
| ● | regulatory developments in the United States and foreign countries; and |
| 6 |
| ● | other events or factors, including those resulting from the impact of COVID-19 pandemic, war or incidents of terrorism, or responses to these events. |
In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance.
We do not intend to pay dividends on our Common Stock so any returns will be limited to the value of our stock.
We have never declared or paid any cash dividend on our Common Stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Additionally, any credit and security agreement that we may enter into in the future will likely contain covenants that will restrict our ability to pay dividends. Any return to stockholders will therefore be limited to the appreciation of their stock.
Sales of a substantial number of shares of our Common Stock in the public market by certain of our stockholders could cause our stock price to fall.
Sales of a substantial number of shares of our Common Stock in the public market or the perception that these sales might occur, could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our Common Stock.
An active trading market for our Common Stock may not be maintained.
Our Common Stock is currently traded on The Nasdaq Capital Market, but we can provide no assurance that we will be able to maintain an active trading market on this or any other exchange in the future. If an active market for our Common Stock is not maintained, it may be difficult for our stockholders to sell or purchase shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and impair our ability to acquire other companies or technologies using our shares as consideration.
Except as may be otherwise set forth in any prospectus supplement accompanyingAll proceeds from the resale of the Shares offered by this prospectus will belong to the Selling Shareholders. We will not receive any proceeds from the resale of the Shares by the Selling Shareholders.
We will receive proceeds from any cash exercise of the Warrants. If all such Warrants are fully exercised on a cash basis, we will receive gross cash proceeds of approximately $2,618,669. We expect to use the proceeds from the exercise of such Warrants, if any, for general corporate purposes. General corporate purposes may include providing working capital, funding capital expenditures, or paying for acquisitions. We currently do not have any arrangements or agreements for any acquisitions. We cannot precisely estimate the allocation of the net proceeds we receive from salesany exercise of securities offered herebythe warrants for cash. Accordingly, in the repaymentevent the Warrants are exercised for cash, our management will have broad discretion in the application of indebtedness outstandingthe net proceeds of such exercises. There is no assurance that the January Warrants will ever be exercised for cash.
| 7 |
This prospectus relates to the resale, from time to time, and for general corporate purposes, which may include working capital, capital expenditures, acquisitions, and repurchasesof up to 13,728,241 shares (the “Shares”) of our common stock, par value $0.001 per share (“Common Stock”), by the Selling Shareholders identified in this prospectus under “Selling Shareholders” (the “Offering”). This amount consists of: (i) 10,000,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to the Merger Agreement dated as of April 30, 2021; (ii) 1,228,000 shares of Common Stock issued to thirty-six (36) selling Shareholders pursuant to those certain Subscription Agreements entered into in connection with a 2017 friends and family financing; (iii) 408,411 shares of Common Stock issued to five (5) Selling Shareholders pursuant to the Company’s Registration Statement on filed with the SEC on February 17, 2021; (iv) 500,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Services Agreement between the Company and Trending Equities Corp., dated as of May 16, 2021; (v) 250,000 shares of Common Stock issued to one (1) Selling Shareholder pursuant to a Consulting Agreement between the Company and White Bear Group LLC, dated as of May 1, 2021; (vi) 162,830 shares of Common Stock underlying warrants issued to two (2) Selling Shareholders pursuant to the Company’s Registration Statement on Form S-3 filed with the SEC on February 17, 2021 (the “February 2021 Warrants”); and (vii) 1,175,000 shares of Common Stock underlying warrants issued to one (1) Selling Shareholder pursuant to a Soliciting Agent Agreement between the Company and Paulson Investment Company, LLC, dated as of December 21, 2020 (the “December 2020 Warrants,” and together with the February 2021 Warrants, the “Warrants”).
All expenses incurred with respect to the registration of the Common Stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commission or other securities. Pending these uses,expenses incurred by the net proceeds may also be temporarily investedSelling Shareholders in cash equivalents or short-term securities. When specific securities are offered, the prospectus supplement relating thereto will set forth our intended use of the net proceeds that we receive fromconnection with the sale of such securities.shares.
SECURITIES WE MAY OFFERExcept for Steven F. Urvan, who is currently serving as our Chief Strategy Officer and is a member of the Company’s Board of Directors, neither the Selling Shareholders nor any of their associates or affiliates has held any position, office, or other material relationship with us in the past three years.
The following is a general descriptiontable sets forth the names of the terms and provisionsSelling Shareholders, the number of shares of Common Stock beneficially owned by the Selling Shareholders as of the securities wedate hereof and the number of shares of Common Stock being offered by the Selling Shareholders. The shares being offered hereby are being registered to permit public secondary trading, and the Selling Shareholders may offer all or part of the shares for resale from time to time. However, the Selling Shareholders are under no obligation to sell all or any portion of such shares. All information with respect to share ownership has been furnished by the Selling Shareholders. The “Number of Shares Beneficially Owned After the Offering” column assumes the sale of all shares offered.
The common stock being offered by the Selling Shareholders are those owned by the Selling Shareholders and those issuable to the Selling Shareholders, upon exercise of the Warrants. We are registering the shares of common stock in order to permit the Selling Shareholders to offer these shares for resale from time to time. Except for the investment in the shares of Common Stock the Selling Shareholders other than Mr. Urvan have not had any material relationship with us within the past three years.
| 8 |
The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Shareholders. The second column lists the number of shares of Common Stock beneficially owned by each Selling Shareholder, based on its ownership of the shares of Common Stock and warrants, as of the date hereof. The third column lists the shares of Common Stock being offered by this prospectus by the Selling Shareholders. The fourth column lists the number of shares of Common Stock underlying the Warrants to be sold pursuant to this prospectus and the fifth column lists the number of shares of Common Stock owned by each Selling Shareholder after the offering pursuant to this prospectus, assuming the sale of all shares of Common Stock offered hereby.
| Name of Selling Shareholder | Number of Shares of Common Stock Owned Prior to Offering | % of Shares of Common Stock Owned Prior to Offering | Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus | Maximum Number of shares of Common Stock underlying Warrants to be Sold Pursuant to this Prospectus | Number of shares of Common Stock Owned After the Offering | |||||||||||||
| Steven F. Urvan | 18,500,000 | (1) | 10,000,000 | 8,500,000 | ||||||||||||||
| Mill City Ventures III LTD | 140,000 | * | 140,000 | - | - | |||||||||||||
| Brandon Glickstein and Charles K Bortz | 42,858 | * | 42,858 | - | - | |||||||||||||
| Ron Wiley | 20,000 | * | 20,000 | - | - | |||||||||||||
| Evan Williams | 57,140 | * | 57,140 | - | - | |||||||||||||
| Pinnacle Family Office Investment L.P. | 148,413 | * | 148,413 | - | - | |||||||||||||
| Richard W. Baskerville Lvg Trust | - | * | - | 103,306 | - | |||||||||||||
| Porter Partners, L.P. | - | * | - | 59,524 | - | |||||||||||||
| James L. Adams | 16,000 | * | 16,000 | - | - | |||||||||||||
| Adam Bloom | 5,000 | * | 5,000 | - | - | |||||||||||||
| Robert Cerrito | 30,000 | * | 30,000 | - | - | |||||||||||||
| Maninder Chatha | 20,000 | * | 20,000 | - | - | |||||||||||||
| Anthony Robert D’Amico | 11,000 | * | 11,000 | - | - | |||||||||||||
| Jimmie D Dixon Jr | 100,000 | * | 100,000 | - | - | |||||||||||||
| Michael Jackson Follmer | 2,000 | * | 2,000 | - | - | |||||||||||||
| William L or Kathryn L Hallas | 1,000 | * | 1,000 | - | - | |||||||||||||
| Roy L Hill | 165,000 | * | 165,000 | - | - | |||||||||||||
| Kastner Family Trust | 3,000 | * | 3,000 | - | - | |||||||||||||
| Ryan Kaulback | 2,000 | * | 2,000 | - | - | |||||||||||||
| Paul Ray King | 4,400 | * | 4,400 | - | - | |||||||||||||
| Taylor Kuehl | 800 | * | 800 | - | - | |||||||||||||
| Austin Kuehl | 800 | * | 800 | - | - | |||||||||||||
| Louis Laskis Irrevocable Trust | 215,000 | * | 215,000 | - | - | |||||||||||||
| Michael A Lechter & Sharon L Lechter Jtten | 40,000 | * | 40,000 | - | - | |||||||||||||
| Michael and Sharon Lechter Revocable Trust | 40,000 | * | 40,000 | - | - | |||||||||||||
| Emily Friel Lopez | 2,000 | * | 2,000 | - | - | |||||||||||||
| Randy Luth | 40,000 | * | 40,000 | - | - | |||||||||||||
| Randy E Luth Revocable Trust | 175,000 | * | 175,000 | - | - | |||||||||||||
| Sherilyn J. Madden | 8,000 | * | 8,000 | - | - | |||||||||||||
| Michael Austin Martin | 80,000 | * | 80,000 | - | - | |||||||||||||
| William Murphy | 60,000 | * | 60,000 | - | - | |||||||||||||
| Joseph Pennella | 20,000 | * | 20,000 | - | - | |||||||||||||
| Louis Piccerillo | 30,000 | * | 30,000 | - | - | |||||||||||||
| Phillip and Kristen Risk | 11,000 | * | 11,000 | - | - | |||||||||||||
| Philip and Nancy Rosenblatt | 40,000 | * | 40,000 | - | - | |||||||||||||
| Frank and Marilyn Santorelli | 32,000 | * | 32,000 | - | - | |||||||||||||
| Arthur F Smith and Cheryl D Smith | 10,000 | * | 10,000 | - | - | |||||||||||||
| Barry Stowe | 2,000 | * | 2,000 | - | - | |||||||||||||
| Brittany Van Horn | 4,000 | * | 4,000 | - | - | |||||||||||||
| Douglas F Walton | 20,000 | * | 20,000 | - | - | |||||||||||||
| Ralph L Westberg Revocable Trust | 25,000 | * | 25,000 | - | - | |||||||||||||
| Michael Wormell | 8,000 | * | 8,000 | - | - | |||||||||||||
| Lawrence Wormell | 5,000 | * | 5,000 | - | - | |||||||||||||
| Shawn Patrick Zelek | 4,000 | * | 4,000 | - | - | |||||||||||||
| Eugene Webb | - | * | - | 1,175,000 | - | |||||||||||||
| Trending Equities | 500,000 | * | 500,000 | - | - | |||||||||||||
| White Bear Group LLC | 250,000 | * | 250,000 | - | - | |||||||||||||
| Total | 20,890,411 | 12,390,411 | 1,337,830 | 8,500,000 | ||||||||||||||
(1) The shares beneficially owned by Mr. Urvan include 14,000,000 shares issued at the closing of the Merger not subject to pledge restriction and 4,500,000 shares (the “Pledged Securities”) subject to a Pledge and Escrow Agreement entered into in connection with the Merger (the “Pledge Agreement”) in order to secure the fulfilment of Mr. Urvan’s indemnification obligations set forth in the Merger Agreement. Pursuant to the Pledge Agreement, Mr. Urvan agreed to irrevocably pledge and grant the Company a continuing lien and security interest in and to the Pledged Securities. Mr. Urvan retained his voting rights with regard to the Pledged Securities.
* Less than 1%
| 9 |
The Selling Shareholders may, from time to time, sell, transfer, or otherwise dispose of any or all of their shares of common stock on any stock exchange, market, or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Seller Shareholders may use any one or more of the following methods when disposing of shares:
| ● | on any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale; | |
| ● | in the over-the-counter market; | |
| ● | in transactions otherwise than on these exchanges or systems or in the over-the-counter market; | |
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | short sales; | |
| ● | through the listing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise; | |
| ● | broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share; | |
| ● | a combination of any such methods of sale; and | |
| ● | any other method permitted pursuant to applicable law. |
The Selling Shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
If the Selling Shareholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions, or commissions from the Seller Stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The Selling Shareholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The Selling Shareholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.
| 10 |
The Selling Shareholders may from time to time pledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell bythe shares of Common Stock from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act supplementing or amending the list of Selling Shareholders to include the pledgee, transferee or other successors in interest as Selling Shareholders under this prospectus. These summaries are not meant to be complete. This prospectus andThe Selling Shareholders also may transfer or donate the applicable prospectus supplement will contain the material terms and provisions of each security. A prospectus supplement, which we will provide each time we offer securities, will describe the specific amounts, prices, and terms of the securities we offer. Any prospectus supplement may also add, update, or change information contained in this prospectus, including the material terms and provisions of the securities as described in this prospectus. We will also include in the prospectus supplement information, when applicable, about material U.S. federal income tax considerations relating to the securities, and the securities exchange or quotation service, if any, on which the securities will be listed. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the securities offered hereby.
We may offer up to $20,000,000shares of Common Stock in oneother circumstances, in which case the transferees, donees, pledgees, or more offerings.other successors in interest will be the selling beneficial owners for purposes of this prospectus.
This prospectusUnder the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be usedsold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.
There can be no assurance that any Selling Shareholder will sell any or all of the shares of Common Stock registered pursuant to consummatethe registration statement of which this prospectus forms a part.
The Selling Shareholders and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, the anti-manipulation rules of Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the Common Stock by the Selling Shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of common stock.
In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling Shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Seller Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We are required to pay all expenses of the registration of the shares of Common Stock, including SEC filing fees and expenses of compliance with state securities unless it is accompaniedor “blue sky” laws; provided, however, that the Selling Shareholders will pay all underwriting discounts and selling commissions, if any, and all fees and expenses of their respective legal counsel. We have agreed to indemnify the Selling Shareholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by a prospectus supplement.this prospectus. We may be indemnified by the Selling Shareholders against liabilities, including liabilities under the Securities Act, and state security laws, that may arise from any written information furnished to us by the Selling Shareholders specifically for use in this prospectus.
The following description of our capital stock is not complete and provisions ofmay not contain all the information you should consider before investing in our certificate of incorporationcapital stock. This description is summarized from, and bylaws are summaries and are qualified in its entirety by reference to, our Certificate of Incorporation and Bylaws, which have been publicly filed with the certificate of incorporation and the bylaws. Copies of these documents are exhibits to our registration statement, of which this prospectus forms a part, and are incorporatedSEC. See “Where You Can Find More Information; Incorporation by reference into the registration statement.Reference.”
Our authorized capital stock consists of 200,000,000 shares of common stock, par value of $0.001 per share, and 10,000,000 shares of preferred stock, par value of $0.001 per share. As of December 31, 2018, we had 34,610,586July 23, 2021, there were 112,382,110 shares of Common Stock outstanding and no shares of preferred stock outstanding.
The following description of our Common Stock issued and preferred stock may not be complete and is subject to, and qualified in its entiretyoutstanding held by reference to Delaware Law and the actual terms and provisions contained in our certificateapproximately 313 holders of incorporation and our bylaws, each as amended from time to time.record.
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Common Stock
This section describes the general termsEach share of our Common Stock. A prospectus supplement may provide information that is different from this prospectus. If the informationcommon stock entitles its holder to one vote in the prospectus supplement with respect toelection of each director and on all other matters voted on generally by our Common Stock being offered differs from this prospectus, you should rely on the information in the prospectus supplement. Our Common Stock and the rightsstockholders. No share of our common stock affords any cumulative voting rights. This means that the holders of our Common Stock are subject to the applicable provisionsa majority of the Delaware General Corporation Law, which we refer to as “Delaware Law,” our certificate of incorporation, our bylaws, the rightsvoting power of the holders of our preferred stock, if any, as well as some of the terms of any outstanding indebtedness that we may incur.
Voting Rights
Each outstanding share of our Common Stock is entitled to one vote per share of record on all matters submitted to a vote of stockholders and to vote together as a single classshares voting for the election of directors and in respect of other corporate matters. At a meeting of stockholders at which a quorum is present, forcan elect all matters other than the election of directors a majority of the votes cast decides all questions, unless the matter is one upon which a different vote is required by express provision of law or our amended and restated certificate of incorporation or our bylaws. Directors willto be elected by a plurality of the votes of the shares present at a meeting. Holders of shares of Common Stockif they choose to do not have cumulative voting rights with respect to the election of directors or any other matter.
Dividendsso.
Holders of our Common Stock arecommon stock will be entitled to receive dividends or other distributions when,in such amounts and at such times as and if declared by our boardBoard of directors. The rightDirectors in its discretion may declare out of funds legally available for the payment of dividends. We currently do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our boardBoard of directors to declare dividends, however, is subject to any rightsDirectors after taking into account various factors, including:
| ● | general business conditions; | |
| ● | industry practice; | |
| ● | our financial condition and performance; | |
| ● | our future prospects; | |
| ● | our cash needs and capital investment plans; | |
| ● | our obligations to holders of any preferred stock we may issue; | |
| ● | income tax consequences; and | |
| ● | the restrictions Delaware and other applicable laws and our credit arrangements may impose, from time to time. |
If we liquidate or dissolve our business, the holders of other classesour common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our capital stock, includingoutstanding preferred stock, if any, indebtedness outstanding from time to time, and the availability of sufficient funds under Delaware Law to pay dividends.receive their liquidation preferences in full.
Preemptive Rights
The holders of our Common Stock generally do not haveOur common stock has no preemptive rights to purchaseand is not convertible or subscribe for any of our capital stockredeemable or other Common Stock.
Redemption
The shares of our Common Stock are not subject to redemption by operation of a sinking fund or otherwise.
Liquidation
Upon our liquidation, our creditors and holders of our preferred stock with preferential liquidation rights, if any, will be paid before any distribution to holders of our Common Stock. The holders of Common Stock would be entitled to receive a pro rata distribution per sharethe benefits of any excess amount.sinking or repurchase fund.
Preferred Stock
Our amended and restated certificate of incorporation empowers our Board of Directors to issue up toThe Company has 10,000,000 authorized shares of preferred stock from timepar value $0.001 per share. As of July 23, 2021, there were 1,400,000 shares of Series A Preferred Stock outstanding.
Our Board has the authority, within the limitations and restrictions in our certificate of incorporation, to timeissue shares of preferred stock in one or more series. Our Board of Directors mayseries and to fix the designation,rights, preferences, privileges preferences and rights and the qualifications, limitations and restrictions of those shares,thereof, including dividend rights, dividend rates, conversion rights, voting rights, redemption rights, terms of sinking funds,redemption, redemption prices, liquidation preferences and the number of shares constituting any additional series or the designation of the series. Terms selected could decrease the amount of earnings and assets available for distribution to holders of our Common Stock or adversely affect the rights and power, including voting rights, of the holders of our Common Stockany series, without any further vote or action by the stockholders. The rightsissuance of holders of Common Stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued by us in the future. The issuanceshares of preferred stock couldmay have the effect of delaying, deferring or preventing a change in our control without further action by the stockholders. The issuance of us or make removal of management more difficult. Additionally, the issuanceshares of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of our common stock. In some circumstances, this issuance could have the effect of decreasing the market price of our Common Stock,common stock.
Undesignated preferred stock may enable our Board to render more difficult or to discourage an attempt to obtain control of the Company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the voting and other rights of our common stockholders. For example, any shares of preferred stock issued may rank senior to the holderscommon stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of Common Stock.common stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.
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WarrantsOptions and Other Stock-Based RightsWarrants
From time to time, we have issued and expect to continue to issue warrants and other stock-based rights, including direct grants of restricted stock, to various lenders, investors, advisors, consultants, employees, officers, and directors of our company. As of December 31, 2018,July 23, 2021, there are no outstanding options to purchase our securities.
As of July 23, 2021, we had 3,350,676 warrants outstanding, stock purchase warrantshaving a weighted average exercise price of $2.32 per share. Each warrant provides the holder the right to purchase 5,489,953 sharesup to one share of our Common Stock at a weighted averagepredetermined exercise price of $1.98 per share.price.
Stock QuotationAmmo, Inc. 2017 Equity Incentive Plan
Our Common Stock is quoted on the OTCQB Market under the symbol “POWW.”
Transfer Agent and Registrar
The transfer agent and registrar forAs of July 23, 2021, there are 3,311,920 shares of our Common Stock is Action Stock Transfer Corporation (“AST”). The principal office of AST is located at 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121, and its telephone number is (801) 274-1088.
CERTAIN PROVISIONS OF DELAWARE LAW AND OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS
Certain provisions of Delaware Law and our certificate of incorporation and our bylaws discussed below may havereserved for future issuance under the effect of making more difficult or discouraging a tender offer, proxy contest or other takeover attempt. These provisions are expected to encourage persons seeking to acquire control of our company to first negotiate with our board of directors. We believe that the benefits of increasing our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms. The summary does not purport to be complete and is subject to and qualified in its entirety by reference to Delaware Law and to our certificate of incorporation and bylaws, copies of which are on file with the SECAmmo, Inc. 2017 Equity Incentive Plan, as exhibits to reports previously filed by us. See “Where You Can Find More Information.”amended.
Delaware Anti-takeover Law
We are subject to Section 203 of Delaware Law, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless:
| ● | the board of directors approves the transaction in which the stockholder became an interested stockholder prior to the date the interested stockholder attained that status; | |
| ● | when the stockholder became an interested stockholder, he or she owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and certain shares owned by employee benefits plans; or | |
| ● | on or subsequent to the date the business combination is approved by the board of directors, the business combination is authorized by the affirmative vote of at least 66 2/3% of the voting stock of the corporation at an annual or special meeting of stockholders. |
Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or is an affiliate or associate of the corporation and within three years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock.
The existence of Section 203 of Delaware Law would be expected to have an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for the shares of our common stock.Common Stock
Charter DocumentsLEGAL MATTERS
Our certificate of incorporationLucosky Brookman LLP will pass upon certain legal matters relating to the issuance and bylaws include a number of provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management of our company. First, our bylaws limit who may call special meetingssale of the stockholders, such meetings may only be called by the chairman of the board, the chief executive officer, the secretary by resolution of the board of directors or at the request in writing of one or more stockholders owning shares in the aggregate entitled to cast at least a majority of the votes at the meeting. Second, our certificate of incorporation does not include a provision for cumulative voting for directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors. Third, our bylaws provide that the number of directors on our board, which may range from one to nine directors, shall be exclusively fixed by our board, which has set the current number of directors at six. Fourth, newly created directorships resulting from any increase in our authorized number of directors and any vacancies in our board resulting from death, resignation, retirement, disqualification or other cause (including removal from office by a vote of the stockholders) will be filled by a majority of our board then in office. Finally, the holders of two-thirds (2/3) of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose or by a written statement filed with the secretary. These and other provisions of our certificate of incorporation and bylaws and Delaware Law could discourage potential acquisition proposals and could delay or prevent a change in control or management of our company.securities offered hereby.
We may sellThe consolidated balance sheet as of March 31, 2021 and the securities described inrelated consolidated statements of operations, stockholders’ equity, and cash flows are incorporated into this prospectus from time to timeand in one or morethe registration statement by reference and have been incorporated in reliance on the reports of Pannell Kerr Forster Of Texas, P.C., independent registered public accounting firms, included herein, given on the following ways:authority of said firm as experts in accounting and auditing
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The prospectus supplement with respect toconsolidated balance sheet as of March 31, 2020 and the offered securities will describe the termsrelated consolidated statements of the offering, including the following:
Unless otherwise indicated in the applicable prospectus supplement, if we use underwriters for a sale of securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions, including negotiated transactions, at a fixed public offering price, or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. Unless otherwise indicated in a prospectus supplement, the underwriters will be obligated to purchase all the securities of the series offered if they purchase any of the securities of that series. Any initial public offering priceoperations, stockholders’ equity, and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement naming the underwriter the nature of any such relationship. We may designate agents who agree to use their reasonable efforts to solicit purchases for the period of their appointment or to sell securities on a continuing basis. We may also sell securities directly to one or more purchasers without using underwriters or agents.
Underwriters, dealers, or agents may receive compensation in the form of discounts, concessions, or commissions from us, or from purchasers of the securities as their agents in connection with the sale of the securities. These underwriters, dealers, or agents may be considered to be underwriters under the Securities Act. As a result, discounts, concessions, or commissions on resale received by underwriters, dealers, or agents may be treated as underwriting discounts and commissions. Each prospectus supplement will identify any underwriter, dealer, or agent and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
Unless otherwise specified in the applicable prospectus supplement, our Common Stock will continue to be quoted on the OTCQB Market. It is possible that one or more underwriters may make a market in our Common Stock, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our Common Stock.
In connection with any offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions, and penalty bids in accordance with Regulation M under the Exchange Act.
These stabilizing transactions, over-allotments, syndicate covering transactions, and penalty bids may have the effect of raising or maintaining the market price of our Common Stock or preventing or retarding a decline in the market price of our Common Stock. As a result, the price of our Common Stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the OTCQB Market or otherwise and, if commenced, may be discontinued at any time.
Underwriters, dealers, and agents may be entitled under agreements entered into with us to indemnification against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments they may be required to make in respect of these liabilities. Underwriters, dealers, and agents and their affiliates may be customers of, may engage in transactions with, or perform services for our company in the ordinary course of business for which they receive compensation.
The validity of the securities offered hereby will be passed upon by DeMint Law, PLLC, Las Vegas, Nevada.
The financial statements incorporatedcash flows included in this prospectus by reference to ourAnnual Report on Form 10-KT forand in the transition period ended March 31, 2018,registration statement have been audited by KWCO, PC,so included in reliance on the report ( which contains an explanatory paragraph which describe the conditions that raise substantial doubt about the Company’s ability to continue as a going concern and are contained in Note 2 to the consolidated financial statements), of Marcum LLP, independent registered public accounting firm, as stated in their report, which is incorporatedfirms, included herein by reference. Such financial statements have been so incorporated in reliance upongiven on the reportauthority of suchsaid firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with theThe SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public from the SEC’s website atwww.sec.gov. The SEC’s websitemaintains a web site that contains reports, proxy and information statements and other information regardingabout issuers, thatsuch as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our website address is https://ammoinc.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.
This prospectus isand any prospectus supplement are part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act. This prospectus doesand do not contain all of the information included in the registration statement, including certain exhibits and schedules. For further information with respect to our company and the securities offered by this prospectus, as well as the exhibits and schedules to thestatement. The full registration statement we refer you tomay be obtained from the registration statement, those exhibits and schedules, and toSEC or us, as provided below. Forms of the information incorporated by reference in this prospectus. Youdocuments establishing the terms of the offered securities are or may obtain the registration statement andbe filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement fromis qualified in all respects by reference to the SEC atdocument to which it refers. You should refer to the address listed above or fromactual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website.website, as provided above.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allowsSEC’s rules allow us to incorporate“incorporate by reference thereference” information we file with the SEC,into this prospectus, which means that we can disclose important information to you by referring you to those documents.another document filed separately with the SEC. The information that we incorporateincorporated by reference is considereddeemed to be part of this prospectus. Informationprospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in the future and incorporatea previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus automatically updates and supersedes previously filed information as applicable.modifies or replaces that statement.
We incorporate by reference into this prospectus the followingour documents filedlisted below and any future filings made by us with the SEC other thanunder Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however, incorporating by reference any portion of any such documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” under the Exchange Act in accordance with the Exchange ActSEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This prospectus and applicable SEC rules:any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:
| ● |
| ● | Our Current Reports on Form | |
| ● | The description of our common stock contained in |
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We also incorporate by reference into this prospectus additional
All reports and other documents that we maysubsequently file with the SEC under Sectionspursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion or termination of the offering of the securities described in this prospectus,Offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement, but excluding those documents or portions of those documents deemedany information furnished and notto, rather than filed with, the SEC.SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.
You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate asmay request a free copy of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus.
We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any or all of the information that is(other than exhibits, unless they are specifically incorporated by reference in this prospectus. Requests for such information should be directed to:the documents) by writing or telephoning us at the following address:
AMMO,Ammo, Inc.
Attention: Corporate Secretary
7681 East Gray Road
Scottsdale, Arizona 85260
(480) 947-0001
Any statement contained in a document that isExhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus orand any accompanying prospectus supplement, or in any other document that is subsequently filed with the SEC and incorporated by reference, modifies, or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus or any accompanying prospectus supplement, except as so modified or superseded. Since information that we later file with the SEC will update and supersede previously incorporated information, you should look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or any accompanying prospectus supplement or in any documents previously incorporated by reference have been modified or superseded.supplement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.Distribution
The following table sets forthis an estimate of the fees and expenses payable(all of which are to be paid by usthe registrant) that we may incur in connection with the offering described in the registration statement. All of the amounts shown are estimates, except for the SEC registration fee:securities being registered hereby.
| Amount to be Paid | ||||
| SEC Registration Fee | $ | 2,424.00 | ||
| Printing and Engraving Expenses | * | |||
| Legal Fees and Expenses | * | |||
| Accounting Fees and Expenses | * | |||
| Transfer Agent Fees | * | |||
| Miscellaneous Fees | * | |||
| Total | $ | * | ||
| SEC registration fee | $ | 10,574* | ||
| Legal fees and expenses | 50,000* | |||
| Accounting fees and expenses | 20,000* | |||
| Total | $ | 80,574* |
| * |
Item 15. Indemnification of Directors and Officers.Officers
Our certificate of incorporation and bylaws provide that we will indemnify and advance expenses, to the fullest extent permitted by the Delaware General Corporation Law, to each person who is or was a director or officer of our company, or who serves or served any other enterprise or organization at the request of our company (an “indemnitee”“indemnitee”).
Under Delaware Law,law, to the extent that an indemnitee is successful on the merits in defense of a suit or proceeding brought against him or her by reason of the fact that he or she is or was a director, officer, or agent of our company, or serves or served any other enterprise or organization at the request of our company, we shall indemnify him or her against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such action.
If unsuccessful in defense of a third-party civil suit or a criminal suit, or if such a suit is settled, an indemnitee may be indemnified under Delaware law against both (1) expenses, including attorney’s fees, and (2) judgments, fines, and amounts paid in settlement if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of our company, and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.
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If unsuccessful in defense of a suit brought by or in the right of our company, where the suit is settled, an indemnitee may be indemnified under Delaware law only against expenses (including attorneys’ fees) actually and reasonably incurred in the defense or settlement of the suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of our company except that if the indemnitee is adjudged to be liable for negligence or misconduct in the performance of his or her duty to our company, he or she cannot be made whole even for expenses unless a court determines that he or she is fully and reasonably entitled to indemnification for such expenses.
Also under Delaware Law,law, expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may be paid by the registrant in advance of the final disposition of the suit, action, or proceeding upon receipt of an undertaking by or on behalf of the officer or director to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified by our company. We may also advance expenses incurred by other employees and agents of our company upon such terms and conditions, if any, that the Board of Directors of the registrant deems appropriate.
The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of Delaware Law.
Our certificatearticles of incorporation and bylaws provide that we may indemnify to the full extent of our power to do so, all directors, officers, employees, and/or agents.
Item 16. Exhibits.
Item 17. Undertakings.Exhibits
(a) Exhibits
A list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein by reference.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;Provided, however, that:
(ii) To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;provided, however , that paragraphsParagraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference intoin the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
| (2) | That for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus related, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchase for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (6) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (7) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| (8) | The undersigned Registrant hereby undertakes: |
| (1) | That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. | |
| (2) | That for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the cityCity of Scottsdale, stateState of Arizona, on January 17, 2019.July 29, 2021.
| By: | /s/ Fred | ||
| Name: | Fred W. Wagenhals
| ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
ATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS , that each personindividual whose signature appears below constituteconstitutes and appoint Fred W. Wagenhals and Robappoints Robert D. Wiley, and each one of them, as his true and lawful attorneys-in-fact and agents with full power of substitution, and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement,Registration Statement, and to sign any registration statement for the same offering covered by this registration statementthe Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and otherall documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statementRegistration Statement has been signed by the following persons in the capacities and on the dates indicated.indicated:
| Signature | Date | |||
| /s/ Fred | Chairman of the Board, and Chief Executive Officer | |||
| Fred | (Principal Executive Officer), Director | |||
| /s/ Robert D. Wiley | Chief Financial Officer | July 29, 2021 | ||
| Robert D. Wiley | (Principal Financial and Principal Accounting Officer) | |||
| /s/ | ||||
| Director and President | ||||
| /s/ | Director | |||
| /s/ Harry S. Markley | Director | |||
| Harry S. Markley | ||||
| /s/ Russell W. Wallace, Jr. | Director | |||
| Russell W. Wallace, Jr. | ||||
| /s/ Jessica M. Lockett | Director | July 29, 2021 | ||
| Jessica M. Lockett | ||||
| /s/ Steven F. Urvan | Director | July 29, 2021 | ||
| Steven F. Urvan |
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EXHIBIT INDEX
*Filed herewith
# Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish supplementally copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.
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