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): October 22, 2020
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 E. Gray Rd.
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | None | None |
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.
At the 2020 Annual Meeting of Stockholders of Ammo, Inc. (the “Company”) held on October 22, 2020 (the “Annual Meeting”), stockholders of the Company approved an amendment to the Ammo, Inc. 2017 Equity Incentive Plan (the “Plan”) to increase the number of shares authorized for issuance under the Plan from 485,000 shares of Common Stock to 5,000,000 shares of Common Stock (the “Plan Amendment”). The Plan Amendment was previously approved by the Board of Directors of the Company (the “Board”) on August 27, 2020 subject to stockholder approval. The primary purpose of the Plan is to attract, retain, reward and motivate certain individuals by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such individuals and the stockholders of the Company. The Plan is administered by the Compensation Committee of the Board. The Plan provides for the issuance of awards consisting of stock options, restricted stock, restricted stock units, performance awards and other stock-based awards. Incentive stock options may be granted under the Plan only to the Company’s employees.
A description of the material terms and conditions of the Plan Amendment is set forth on pages 17-21 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 9, 2020 (the “Proxy Statement”), and is incorporated herein by reference. The description of the Plan Amendment incorporated herein by reference does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan Amendment, attached to this report as Exhibit 10.1, and incorporated herein by reference.
ITEM 5.07 Submission of Matters to a Vote of Security Holders
On October 22, 2020, the Company held its 2020 Annual Meeting of Shareholders. The following matters were voted upon at the Annual Meeting. The results of the votes by our shareholders on the proposals are set forth below:
Proposal I – Election of Directors
The following individuals were elected by our shareholders to serve on the Company’s Board of Directors each for a term expiring at the next annual meeting of shareholders or until their respective successors have been duly elected and qualified. The voting results are as follows:
| For | Against | Abstain | ||||||||||
| Fred W. Wagenhals | 26,776,955 | 0 | 471,185 | |||||||||
| Robert J. Goodmanson | 26,844,653 | 0 | 403,487 | |||||||||
| Randy E. Luth | 26,737,695 | 0 | 510,445 | |||||||||
| Harry S. Markley | 26,744,315 | 0 | 503,825 | |||||||||
| Russell William Wallace, Jr. | 26,699,395 | 0 | 548,745 | |||||||||
Proposal II – Approval of Stock Incentive Plan Amendment
The Company’s shareholders voted to approve, an amendment to the Ammo, Inc. 2017 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the plan. The voting results are as follows:
| For | Against | Abstain | ||||||||
| 25,420,716 | 1,372,789 | 454,635 | ||||||||
Proposal III – Approval of Reverse Stock Split
The Company’s shareholders voted to approve an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock, by a ratio of not less than 1-for-2 and not more than 1-for-4, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of our board of directors at any time prior to September 30, 2021 . The voting results are as follows:
| For | Against | Abstain | ||||||||
| 25,090,744 | 1,665,609 | 491,787 | ||||||||
There were no broker non-votes on any of the proposals presented at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
Description | |
| 10.1 | Amendment to the Ammo Inc. 2017 Stock Incentive Plan. |
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: October 28, 2020 | AMMO, INC. | |
| By: | /s/ Fred W. Wagenhals | |
| Fred W. Wagenhals | ||
| Chief Executive Officer | ||
EXHIBIT 10.1
ANNEX 1
AMENDMENT TO THE
AMMO, INC.
2017 EQUITY INCENTIVE PLAN
WHEREAS, Ammo, Inc., a Delaware corporation (the “Company”) currently maintains and sponsors the Ammo, Inc. 2017 Stock Incentive Plan (the “Plan”); and
WHEREAS, Section 14(a) of the Plan provides that the Board of the Directors of the Company (“Board”) may amend the Plan from time to time; and
WHEREAS, the Board has determined it to be in its best interests to amend the Plan as set forth herein; and
NOW, THEREFORE, effective upon the Company’s Stockholders’ approval as set forth in Section 14(a) of the Plan, the following amendment to the Plan is hereby adopted:
1. Section 3(a) of the Plan shall be amended and restated to read as follows: “ The maximum aggregate number of Shares that may be issued under the Plan through Awards is 5,000,000 Shares. The limitations of this Section 3(a) shall be subject to the adjustments provided for in Section 13 of the Plan.”
3. Except as modified by this Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect.
IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this instrument as of the 23rd day of October 2020, on behalf of the Company.
| AMMO, INC. | ||
| By: | /s/ Fred W. Wagenhals | |
| Name: | Fred W. Wagenhals | |
| Title: | Chief Executive Officer | |