8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 17, 2017 (November 13, 2017)

(Exact Name of Registrant as Specified in Charter)

Delaware	333-29295	30-0957912
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

6401 E. Thomas Road, #106

Scottsdale, Arizona 85251

 (Address of principal executive offices)

480-947-0001

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

AMMO, INC.

Form 8-K

Current Report

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Appointment to Board

On November 13, 2017, Randy Luth was appointed as a member to the Board of Directors of the Corporation.  On November 15, 2017, Mr. Luth accepted the appointment.  

The biography for Mr. Luth is set forth below:  

Randy Luth, 63

Mr. Luth currently serves as the President of LUTH-AR-LLC, the company he founded in 2013 to create innovative products for the AR-15 market. LUTH-AR-LLC produces affordable accessories and components for AR-15 rifles.

Mr. Luth founded DPMS Panther Arms in 1986 and led the company to become one of the leading manufacturers of AR-15/AR-10 firearms and firearm components in the world. Holding 7 patents and numerous industry-leading innovations, DPMS Panther Arms is regarded as one of the pioneers behind the growth and popularity of the AR-15 market.

Mr. Luth has traveled the world promoting hunting with AR-15 style rifles and regularly competes in and sponsors shooting competitions. He has also been involved in the conservation of game animals.

Family Relationships

There is no family relationship between Mr. Luth and any of the Company’s directors or officers.

Related Party Transactions

There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

ITEM 7.01    REGULATION FD DISCLOSURE

On November 16, 2017, the Company issued a press release announcing the appointment of Mr. Luth as set forth above.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Limitation on Incorporation by Reference.

In accordance with General Instruction B.2 of Form 8−K, the information in this Form 8−K furnished pursuant to Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated November 16, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 17, 2017	AMMO, INC.
	By: /s/ Fred W. Wagenhals
	Fred W. Wagenhals Chief Executive Officer

EX-99.1

Exhibit 99.1

AMMO Inc. Appoints Randy Luth to Board of Directors

SCOTTSDALE, Ariz., November 16, 2017 (GLOBE NEWSWIRE) — AMMO, Inc. (OTC:POWW), a premier technology driven American ammunitions developer, manufacturer, marketer and distributor, today announced it has appointed Randy Luth, a firearm industry veteran, to serve on the Company’s Board of Directors.

Mr. Luth currently serves as the President of LUTH-AR-LLC, the company he founded in 2013 to create innovative products for the AR-15 market. LUTH-AR-LLC produces affordable accessories and components for AR-15 rifles.

Mr. Luth commented, “I am honored to join AMMO’s Board of Directors. I feel that I am a great fit for both the board as well as the company.  I have been fortunate enough to successfully navigate the industry and look to offer any help to AMMO in achieving their goals.”

Previously, Mr. Luth founded DPMS Panther Arms in 1986 and led the company to become one of the leading manufacturers of AR-15/AR-10 firearms and firearm components in the world. Holding 7 patents and numerous industry-leading innovations, DPMS Panther Arms is regarded as one of the pioneers behind the growth and popularity of the AR-15 market.

Fred W. Wagenhals, Chief Executive Officer of AMMO, commented, “We are pleased to welcome Randy to our Board of Directors. As a front-runner in the firearm industry, his expertise and deep industry knowledge will be extremely valuable to the Company and our shareholders.”

Mr. Luth has traveled the world promoting hunting with AR-15 style rifles and regularly competes in and sponsors shooting competitions. He has also been involved in the conservation of game animals.

About AMMO, Inc.

With its corporate offices headquartered in Scottsdale, Arizona, and a manufacturing facility in Payson, Arizona, AMMO, Inc. (the “Company and/or AMMO”) designs and manufactures products for a variety of aptitudes, including law enforcement, military, hunting, sport shooting and self-defense (see www.ammo-inc.com). The Company was founded in 2016 with a vision to change, innovate and invigorate the complacent munitions industry. AMMO promotes branded munitions, including the Jesse James line of munitions and accessories; SHIELD Series munitions for Law Enforcement, /stelTH/ subsonic munitions, and OPS (One Precise Shot) a tactical line munitions for self-defense.

Forward Looking Statements

This release may contain forward-looking statements. Actual results may differ from those projected due to a number of risks and uncertainties, including, but not limited to, the possibility that some or all of the matters and transactions considered by the Company may not proceed as contemplated, and by all other matters specified in the Company’s filings with the Securities and Exchange Commission. These statements are made based upon current expectations that are subject to risk and uncertainty. The Company does not undertake to update forward-looking statements in this news release to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking information. Assumptions and other information that could cause results to differ from those set forth in the forward-looking information can be found in the Company’s filings with the Securities and Exchange Commission (www.sec.gov), including its recent periodic reports.

Investor/Media Contact:

James Palczynski, Partner

ICR, Inc.

Phone: (203) 682-8229

jp@icrinc.com