S-1MEF

As filed with the Securities and Exchange Commission on November 30, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMMO, INC.

(Exact name of Registrant as specified in its charter)

Delaware	3480	83-1950534
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(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:

Joseph M. Lucosky, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5^th Floor Woodbridge, New Jersey 08830 Tel. No.: (732) 395-4400 Christopher J. Bellini, Esq. Cozen O’Connor P.C. 33 South 6^th Street, Suite 3800 Minneapolis, MN 55402 Tel. No.: (612) 260-9029

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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, check the following box. [  ]

If this Form 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. [X] (333-248800)

If this Form 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 Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “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 the Securities Act. [  ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Common Stock, par value $0.001 per share(2)(3)	$	3,432,748.20	$	374.51
Representative’s Warrants to purchase Common Stock(4)
Shares of Common Stock issuable upon exercise of Representative’s Warrants(5)		186,206.02		20.32
Total	$	3,618,954.22	$	394.83

(1)	The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the initial public offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $18,328,125 on a Registration Statement on Form S-1, as amended (File No. 333-248800), which was declared effective by the Securities and Exchange Commission on November 30, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of shares having a proposed maximum aggregate offering price of $3,618,954.22 are hereby registered, which includes the additional shares that the underwriters have the option to purchase and shares of common stock issuable upon exercise of the Representative’s Warrants.
(2)	Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
(3)	Includes shares of common stock which may be issued upon exercise of a 45-day option granted to the underwriters.
(4)	In accordance with Rule 457(g) under the Securities Act, because the shares of the Registrant’s common stock underlying the Representative’s warrants are registered hereby, no separate registration fee is required with respect to the warrants.
(5)	Pursuant to Rule 457(g) under the Securities Act, the registration fee is determined pursuant to the price at which a share subject to the Representative’s Warrants may be exercised, which is equal to 125% of the public offering price per share. The proposed maximum aggregate offering price of the Representative’s Warrants is $186,206.02, which is equal to approximately 125% of $149,249.94 (5% of $2,984,998.80, representing the aggregate offering price subject to this registration statement (excluding the additional shares that the underwriters have the option to purchase)).

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by Ammo, Inc. (the “Registrant”) by warrants to purchase 71,071 shares of Common Stock, being issued to the Underwriters as compensation for its services pursuant to an engagement letter entered into by and between the Company and the Underwriters (the “Underwriter’s Warrants”) and by 1,705,713 shares of Common Stock, which consists of: (a) 1,421,428 shares of Common Stock; (b) 213,214 shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares; and (c) 71,071 shares of Common Stock underlying the Underwriter’s Warrants. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement on Form S-1, as amended (File No. 333-248800) (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Lucosky Brookman, LLP
23.1	Consent of Marcum LLP, independent registered public accounting firm
23.2	Consent of KWCO, PC, independent registered public accounting firm
23.3	Consent of Lucosky Brookman, LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included as Exhibit 24.1 of the Registration Statement on Form S-1, filed with the Commission on September 15, 2020 and incorporated herein by reference.)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Scottdale, State of Arizona, on November 30, 2020.

AMMO, INC.
By:	/s/ Fred W. Wagenhals
	Fred W. Wagenhals President and Chief Executive Officer

Signature	Title	Date
/s/ Fred W. Wagenhals	Chief Executive Officer, Director	November 30, 2020
Fred W. Wagenhals	(Principal Executive Officer)
/s/ Robert D. Wiley	Chief Financial Officer	November 30, 2020
Robert D. Wiley	(Principal Financial and Principal Accounting Officer)
/s/ *	Director	November 30, 2020
Robert J. Goodmanson
/s/ *	Director	November 30, 2020
Randy E. Luth
/s/ *	Director	November 30, 2020
Harry S. Markley
/s/ *	Director	November 30, 2020
Russell W. Wallace, Jr.

* By:	/s/ Robert D. Wiley
	Robert D. Wiley
	Attorney-in-Fact

EX-5.1

Exhibit 5.1

 

November 30, 2020

AMMO, Inc.

7681 East Gray Road

Scottsdale, Arizona 85260

RE: Form S-1 Registration Statement File No. 333- 248800 and Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended

Gentlemen:

We have acted as counsel to you, AMMO, Inc., a Delaware corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on September 15, 2020 (File No.333-248800) (the “Initial Registration Statement”) and a registration statement relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Act (the “Post-Effective Amendment” and together with the Initial Registration Statement, the “Registration Statement”). The Post-Effective Amendment relates to the registration of warrants to purchase 71,071 shares of Common Stock of the Company, being issued to the Underwriters as compensation for its services pursuant to an engagement letter entered into by and between the Company and the Underwriters (the “Additional Underwriter’s Warrants”), 1,634,642 shares of Common Stock of the Company (the “Additional Shares”), and up to 71,071 shares of Common Stock underlying the Underwriter’s Warrants (the “Additional Underlying Shares”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issuance of the Additional Underwriter’s Warrants, Additional Shares, and the Additional Underlying Shares.

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Certificate of Incorporation of the Company, as amended to date, (b) Bylaws of the Company, as amended to date, and (c) the Registration Statement and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that, having been issued and sold in exchange for payment in full to the Company of all consideration required therefor as applicable, and as described in the Registration Statement:

(1)	The Additional Shares are validly issued, fully paid and non-assessable;
(2)	The Additional Underwriter’s Warrants constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms; and
(3)	The Additional Underlying Shares, when issued upon exercise of the Additional Underwriter’s Warrants in the manner and on the terms described in the Registration Statement and the Additional Underwriter’s Warrants, including receipt of the requisite consideration set forth therein, will be duly authorized, validly issued, fully paid and non-assessable.

November 30, 2020

Page 2 of 2

Our opinion is limited to the federal laws of the United States and the General Corporation Law of the State of Delaware. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention. This opinion letter is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.

This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.

This opinion letter is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name as it appears in the Prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very Truly Yours,

/s/ Lucosky Brookman LLP

Lucosky Brookman LLP

EX-23.1

Exhibit 23.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of AMMO, Inc. on Form S-1, filed pursuant to Rule 462(b) under the Securities Act of 1933, of our report dated August 19, 2020, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the consolidated financial statements of AMMO, Inc. and Subsidiaries as of March 31, 2020 and for the year ended, appearing in Amendment No. 2 to the Registration Statement on Form S-1, File No. File No. 333-248800. We also consent to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

Our report on the consolidated financial statements refers to a change in the method of accounting for leases effective April 1, 2019 due to the adoption of the guidance in ASC Topic 842, Leases.

/s/ Marcum llp

Marcum llp

New York, NY

November 30, 2020

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated June 28, 2019, relating to the consolidated financial statements of Ammo, Inc. We also consent to the reference to us under the heading “Experts” in the prospectus.

/S/ KWCO, PC

KWCO, PC

Odessa, Texas 79762

November 30, 2020