8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 12, 2022

AMMO, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13101	83-1950534
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

7681 E. Gray Rd.

Scottsdale, Arizona 85260

(Address of principal executive offices)

(480) 947-0001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	POWW	The Nasdaq Stock Market LLC (Nasdaq Capital Market)
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value	POWWP	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2022, Ammo, Inc. (the “Company”) appointed Mr. Jared R. Smith, age 44, as Chief Operating Officer and President of the Company effective January 3, 2023. On December 15, 2022, the Company issued a press release announcing the appointment of Mr. Smith. The full text of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 12, 2022, Rob Goodmanson resigned as President of the Company effective December 31, 2022. Mr. Goodmanson will continue to serve on the Board of Directors for the remainder of the term, which is expected to conclude upon the Company’s January 5, 2023 Annual Meeting of Stockholders when a successor is expected to be duly elected and qualified.

Mr. Smith has more than 17 years of experience in the ammunition industry. He was employed at Fiocchi of America, a global manufacturer of premium ammunition for competition, hunting and defense applications located in Ozark, Missouri from 2010 to December 2022, where, since 2017, he has held the position of General Manager. As General Manager, Mr. Smith maintained full Profit and Loss ownership and managed separate manufacturing operations (340+ employees), while overseeing 3 acquisitions, and leading Fiocchi’s revenue growth in three years from $95 million to in excess of $200 million. Prior to taking the General Manager role, Mr. Smith also held positions as the Vice President-International Strategy and Development and Director of Procurement and Supply Chain at Fiocchi of America.

Family Relationships

There is no family relationship between Mr. Smith 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.

Material Plan, Contract, or Arrangement

In connection with Mr. Smith’s appointment as Chief Operating Officer and President, the Company entered into an employment agreement with Mr. Smith dated December 15, 2022 (the “Employment Agreement”). The Employment Agreement provides for an initial term ending March 25, 2025. Thereafter, either the Company or Mr. Smith has the right to extend the Employment Agreement for three (3) additional one-year terms. The Company and Mr. Smith can mutually elect to terminate the Employment Agreement at any time upon ninety (90) days written notice.

Mr. Smith is entitled to a base salary of $475,000 per year. Pursuant to the Employment Agreement, Mr. Smith is entitled to the grant of 200,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) per year to be issued on a quarterly basis pursuant to the Company’s 2017 Equity Incentive Plan and is eligible for a performance bonus. In the event Mr. Smith’s employment is terminated without Cause or Mr. Smith resigns for Good Reason (as Cause and Good Reason are defined in the Employment Agreement) within twelve (12) months of a Change in Control (as defined in the Employment Agreement), Mr. Smith shall receive his salary for the duration of the term of the Employment Agreement and 100% of the total number of shares due to Mr. Smith for the duration of the term of the Employment Agreement shall immediately become vested and issuable.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2022.

Item 8.01 Other Events.

On February 8, 2022, the Company previously announced its Board of Directors authorized a share repurchase program of $30 million of its outstanding Common Stock. The share repurchase program expires on February 7, 2023.

In December of 2022, the Company initiated its Common Stock share repurchase program. The Company has repurchased approximately 150,000 shares of its Common Stock through the date of this filing at an average price per share of $1.92. The approximate dollar value of shares that may yet be purchased under the program is $29.7 million.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated December 15, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

	AMMO, INC.
Dated: December 16, 2022	By:	/s/ Robert D. Wiley
		Robert D. Wiley
		Chief Financial Officer

EX-99.1

Exhibit 99.1

AMMO, Inc. Announces Jared Smith as its New Chief Operating Officer/President

SCOTTSDALE, Ariz., Dec.15, 2022 (GLOBE NEWSWIRE) — AMMO, Inc. (Nasdaq: POWW, POWWP) (“AMMO” or the “Company”), the owner of GunBroker.com, the largest online marketplace serving the firearms and shooting sports industries, and a leading vertically integrated producer of high-performance ammunition and components, today announced Jared Smith’s hiring as the Company’s Chief Operating Officer & President, effective January 3, 2023.

Jared brings a wealth of managerial and C-Suite experience to AMMO, most recently as General Manager with Fiocchi of America, a global manufacturer of premium ammunition for competition, hunting and defense applications. During his time with Fiocchi, Jared was engaged initially as the Director of Procurement and Supply Chain, and subsequently the Vice President-International Strategy and Development, with the past 5yrs spent as the General Manager. As Fiocchi’s GM, Jared maintained full P&L ownership and managed separate manufacturing operations (340+ employees), while overseeing 3 acquisitions, and leading Fiocchi’s revenue growth in three short years from $95 million to in excess of $200 million.

“We have been diligently searching over the better part of the past 12 months for a best-in-class management colleague with a breadth of knowledge and experience in manufacturing and operations within our space,” noted Fred Wagenhals, AMMO’s CEO & Chairman. “Jared quickly rose to the top of our target list, and we have been in discussions with him since last Summer, but understood he had important unfinished business to attend to with our friends at Fiocchi. With the successful closing of the Fiocchi sale, the time was right for both Jared and AMMO to see this union take place. We couldn’t be more excited about adding Jared’s intellect, drive and experience to the senior management team. We look forward to working hand-in-glove with Jared to strategically and markedly grow the ammunition business, while exposing Jared to the vast opportunities set before us with our GunBroker.com Marketplace,” concluded Mr. Wagenhals.

About AMMO, Inc.

With its corporate offices headquartered in Scottsdale, Arizona, AMMO designs and manufactures products for a variety of aptitudes, including law enforcement, military, sport shooting and self-defense. The Company was founded in 2016 with a vision to change, innovate and invigorate the complacent munitions industry. AMMO promotes branded munitions as well as its patented STREAK^™ Visual Ammunition, /stelTH/^™ subsonic munitions, and specialty rounds for military use via government programs. For more information, please visit: www.ammo-inc.com.

About GunBroker.com

GunBroker.com is the largest online marketplace dedicated to firearms, hunting, shooting and related products. Aside from merchandise bearing its logo, GunBroker.com currently sells none of the items listed on its website. Third-party sellers list items on the site and Federal and state laws govern the sale of firearms and other restricted items. Ownership policies and regulations are followed using licensed firearms dealers as transfer agents. Launched in 1999, GunBroker.com is an informative, secure and safe way to buy and sell firearms, ammunition, air guns, archery equipment, knives and swords, firearms accessories and hunting/shooting gear online. GunBroker.com promotes responsible ownership of guns and firearms. For more information, please visit: www.gunbroker.com.

Forward Looking Statements

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.

Important Additional Information and Where to Find It

The Company has filed a proxy statement on Schedule 14A, accompanied by a WHITE universal proxy card and other relevant documents with the Securities and Exchange Commission (“SEC”) in connection with its solicitation of proxies from the Company’s shareholders for the Company’s 2022 Annual Meeting of Shareholders (the “Annual Meeting”). BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors may obtain copies of the Company’s proxy statement, proxy card, any amendments or supplements thereto and other documents filed by the Company with the SEC when they become available at no charge at the SEC’s website at www.sec.gov .. Copies will also be available at no charge in the “SEC Filings” section of the Company’s Investor Relations website at https://investors.ammoinc.com or by contacting the Company’s Investor Relations Department at IR@ammo-inc.com after such materials are electronically filed with, or furnished to, the SEC.

Certain Information Regarding Participants to the Solicitation

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with matters to be considered at the Annual Meeting. Information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company is included in the Company’s Proxy Statement on Schedule 14A for its 2021 Annual Meeting of Shareholders, filed with the SEC on September 13, 2021, the Company’s Annual Report on Form 10-K for the year ended March 31, 2022, filed with the SEC on June 29, 2022, and in the Company’s Current Reports on Form 8-K filed with the SEC from time to time. Changes to the direct or indirect interests of the Company’s directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4. These documents are available free of charge as described above. Updated information regarding the identities of potential participants and their direct or indirect interests, by security holdings or otherwise, in the Company will be set forth in the Proxy Statement for the Annual Meeting and other relevant documents to be filed with the SEC, if and when they become available.

Investor Contact:

CoreIR

Phone: (212) 655-0924

IR@ammo-inc.com

Media Contact:

Victoria Welch

AMMO, Inc.

Phone: (480) 947-0001

vwelch@ammoinc.com

XML

Cover	Dec. 12, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2022
Entity File Number	001-13101
Entity Registrant Name	AMMO, INC.
Entity Central Index Key	0001015383
Entity Tax Identification Number	83-1950534
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7681 E. Gray Rd.
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	(480)
Local Phone Number	947-0001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.001 par value
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	POWW
Security Exchange Name	NASDAQ
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value
Title of 12(b) Security	8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value
Trading Symbol	POWWP