UNITED
STATES
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 10, 2019
AMMO,
Inc.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-13101 |
|
83-1950534 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
7681
East Gray Road
Scottsdale,
Arizona 85260
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements Of Certain Officers
| (b) | On
November 10, 2019, AMMO, Inc. (the “Company”) received notice that Dan P.
O’Connor submitted his resignation as a member of the Board of Directors of the
Company. See Exhibit 17.1 attached hereto. During Mr. O’Connor’s tenure as
a Director, he presented various concerns to the Board of Directors. |
In
response, and consistent with Delaware corporate law, governance best practices, and the best interests of the Shareholders of
AMMO, Inc., the Board appointed a Special Investigative Committee (“SIC”) on May 29, 2019, comprised solely of non-employed
(outside) Directors to investigate the O’Connor allegations. The SIC directly engaged an independent attorney with excess
of 40 years of securities and corporate law practice experience to conduct and independent investigation. Upon completion of his
extensive investigation, independent counsel provided a report to the SIC confirming his legal opinion finding no (a) governance
deficiencies, (b) lack of legally required internal controls, (c) evidence of insider trading, (d) SEC reporting deficiencies,
(e) lack of transparency with shareholders, (f) evidence of the creation of a hostile work environment, and/or (g) retaliatory
action undertaken by the Company against an alleged “whistleblower”. It is the opinion of the Company and outside
legal counsel that the claims set forth in Exhibit 17.1 are without merit. The report of independent counsel recommended an internal
trading policy be adopted by the Company, which recommendation was accepted by the SIC. The SIC presented its recommendation to
the full Board, which voted upon and approved the recommendation which was promptly implemented by the Company.
ITEM
9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
| Dated:
November 14, 2019 |
AMMO, INC. |
| |
|
|
| |
By: |
/s/
Fred W. Wagenhals |
| |
|
Fred
W. Wagenhals Chief Executive Officer |
