SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)¹

AMMO, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

00175J107

(CUSIP Number)

Steven F. Urvan

7491 N Federal Highway

STE C5 PMB 379

Boca Raton, FL 33487

(480) 947-0001

Steve Wolosky, Esq.

Meagan Reda, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 21, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 00175J107

	1	NAME OF REPORTING PERSON
			Steven F. Urvan
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			United States
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					20,050,000
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					0
PERSON WITH			9	SOLE DISPOSITIVE POWER
					20,050,000
			10	SHARED DISPOSITIVE POWER
					0
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			20,050,000 (1)
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			17.10% (2)
	14	TYPE OF REPORTING PERSON
			IN

1. Consists of 20,050,000 shares of common stock of the Issuer held directly by Mr. Urvan.

2. Percentage of class based on 117,449,755 total outstanding shares of common stock of the Issuer as reported in the Issuer’s Form 10-Q filed on November 14, 2022.

2

CUSIP No. 00175J107

This Amendment No. 4 amends and supplements the Schedule 13D filed by Steven F. Urvan on May 10, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed on November 30, 2021 (“Amendment No. 1”), Amendment No. 2 filed on August 29, 2022 (“Amendment No. 2”), Amendment No. 3 filed on November 7, 2022 (“Amendment No. 3,” and together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the “Schedule 13D”). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 3 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D.

Item 4 Purpose of Transaction.

Item 4 is hereby amended to add the following:

As previously disclosed, on November 3, 2022, Mr. Urvan and Susan T. Lokey entered into a Settlement Agreement with the Issuer (the “Settlement Agreement”). The Settlement Agreement provided that, among other things, the Issuer would convene its 2022 annual meeting of stockholders (the “2022 Annual Meeting”) no later than December 15, 2022. As the Issuer currently plans to convene its 2022 Annual Meeting after such date, the Issuer and Mr. Urvan and Ms. Lokey have entered into an Amendment to Settlement Agreement, dated November 21, 2022 (the “Amendment”), to provide that the Issuer shall convene the 2022 Annual Meeting no later than January 5, 2023. The Amendment additionally provides that the Issuer will (i) pay certain fees and costs for legal services incurred in connection with certain litigation and the role of Mr. Urvan and his affiliates in such litigation and (ii) promptly reimburse Mr. Urvan and Ms. Lokey for reasonable and documented expenses they incurred during the time period of their respective employments with the Issuer.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 6 Contracts, Agreements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On November 21, 2022, Mr. Urvan and the Issuer entered into the Amendment as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.

Item 7 Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

Exhibit Number	Description
99.1	Amendment to Settlement Agreement, dated November 21, 2022.

3

CUSIP No. 00175J107

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 22, 2022
	/s/ Steven F. Urvan
	Steven F. Urvan

4

EX-99.1

Exhibit 99.1

AMENDMENT TO SETTLEMENT AGREEMENT

This AMENDMENT TO SETTLEMENT AGREEMENT (this “Amendment”) is made and entered into as of November 21, 2022, by and among AMMO, Inc., a Delaware corporation (the “Company”) and Steven F. Urvan and Susan T. Lokey (collectively with each of their respective Affiliates and Associates, the “Urvan Group”). The Company and each of the members of the Urvan Group are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used but not defined herein shall have the meanings set forth in the Settlement Agreement (as defined below) for such term.

WHEREAS, the parties previously entered into that certain Settlement Agreement, dated November 3, 2022 (the “Settlement Agreement”);

WHEREAS, pursuant to Section 1(c) of the Settlement Agreement, the Company shall convene the 2022 annual meeting of stockholders (the “2022 Annual Meeting”) no later than December 15, 2022; and

WHEREAS, the parties desire to amend the Settlement Agreement to provide, among other things, that the Company shall convene the 2022 Annual Meeting no later than January 5, 2023.

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. The first sentence of Section 1(c) of the Settlement Agreement is hereby deleted in its entirety and replaced with the following words: “The Company shall convene the 2022 annual meeting of stockholders (the “2022 Annual Meeting”) no later than January 5, 2023.”

2. A new Section 17(j) is hereby added to the Settlement Agreement as follows:

“Notwithstanding the indemnification obligations set forth in that certain Agreement and Plan of Merger by and among AMMO, Inc., SpeedLight Group I, LLC, Gemini Direct Investments, LLC, and Steven F. Urvan dated April 30, 2021 (“Merger Agreement”), including pursuant to Sections 1.38 and 9.2(e) thereof, and without waiving or modifying in whole or in part the Merger Agreement or the rights, responsibilities, terms and conditions set forth therein, the Company agrees to pay fees and costs incurred for legal services provided by Miller & Martin PLLC from January 12, 2022 through July 7, 2022, in relation to the case of GunBroker.com, LLC v. Tenor Capital Partners, LLC, 1:20-CV-00613 (N.D. Ga.) and the role of Mr. Urvan and his affiliates in such litigation, in an amount not to exceed $45,935.33. Further, in addition to the reimbursement under Section 12 of this Agreement, the Company agrees to promptly process and pay any reasonably incurred and properly documented expenses that were or will be incurred by Mr. Urvan or Ms. Lokey on behalf of the Company during the time period of their respective employments with the Company and in furtherance of their respective duties for the Company (including, in the case of Mr. Urvan, his duties as a director during such period), in a manner consistent with established Company reimbursement policies applied uniformly to all employees. Mr. Urvan and Ms. Lokey agree to not seek expense reimbursements from the Company for any reason not contemplated by the previous sentence or Section 12 of this Agreement.” 

2. This Amendment modifies the Settlement Agreement only to the extent set forth herein. Except as specifically amended by this Amendment, the Settlement Agreement shall remain in full force and effect in accordance with its terms and is hereby ratified and confirmed. In the event of any conflict between the terms of this Amendment and the Settlement Agreement, this Amendment shall control.

3. This Amendment, and any disputes arising out of or related to this Amendment (whether for breach of contract, tortious conduct or otherwise), shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its conflict of laws principles.

4. This Amendment may be executed in one or more textually identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall have the same effect as physical delivery of the paper document bearing the original signature.

5. This Amendment shall be binding upon, inure to the benefit of, and be enforceable by and against the permitted successors and assigns of each party.

[Signature Page Follows]

2

IN WITNESS WHEREOF, each of the parties has executed this Amendment, or caused the same to be executed by its duly authorized representative, as of the date first above written.

AMMO, INC.
By:	/s/ Fred Wagenhals
	Name:	Fred Wagenhals
	Title:	Chief Executive Officer

Signature Page to Amendment to Settlement Agreement

STEVEN F. URVAN
By:	/s/ Steven F. Urvan

SUSAN T. LOKEY
By:	/s/ Susan T. Lokey

Signature Page to Amendment to Settlement Agreement