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): January 19, 2021

 

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)

 

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 January 19, 2021, Mr. Randy Luth informed the Board of Directors (the “Board”) of Ammo, Inc. (the “Company) that he was resigning as a member of the Board, effective immediately. Mr. Luth’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

Effective January 19, 2021, the Board appointed Richard Childress as a member of the Board. The Board determined that Mr. Childress qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and applicable NASDAQ listing standards. Mr. Childress was appointed to serve as a member of the Board’s Audit Committee.

 

There is no arrangement or understanding between Mr. Childress and any other persons pursuant to which Mr. Childress was selected as a director, and there are no related party transactions involving Mr. Childress that are reportable under Item 404(a) of Regulation S-K. Mr. Childress will receive ten thousand (10,000) shares of the Company’s common stock each quarter, pursuant to the Company’s Ammo, Inc. 2017 Equity Incentive Plan, as compensation for his service on the Board.

 

Below is a description of Mr. Childress professional work experience.

 

Richard Childress, Age 75, Director

 

Mr. Childress has owned Richard Childress Racing since 1969 and Childress Vineyards since 2004. In addition to starting Richard Childress Racing, Mr. Childress was a NASCAR driver from 1969 to 1981. Mr. Childress served as the First Vice President of the board of directors of the National Rifle Association (the “NRA”) from 2017 to 2019. Mr. Childress was inducted into the NASCAR Hall of Fame in 2017. The Board believes Mr. Childress’ business success over many decades, his service on the board of the NRA, and his support of local, regional, and national hunting, shooting, and conservation organizations qualify him serve on the Board.

 

Item 8.01 Other Events.

 

On January 20, 2021, the Company issued a press release announcing Mr. Childress’ appointment to the Board and Mr. Luth’s resignation. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
99.1   Press Release dated January 20, 2021

 

 

 

 

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: January 25, 2021 By: /s/ Robert D. Wiley
    Robert D. Wiley
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

AMMO, Inc. Announces Richard Childress, NASCAR Hall of Fame Member and Former NRA Director, Has Joined its Board of Directors

 

- Randy Luth Steps Down from the Board

 

SCOTTSDALE, Ariz., January 20, 2021 — AMMO, Inc. (Nasdaq: POWW ) (“AMMO” or the “Company”), a premier American ammunition and munition components manufacturer and technology leader, is pleased to announce that Richard Childress, owner of Richard Childress Racing, has joined AMMO’s Board of Directors.

 

Former National Rifle Association (“NRA”) Board First Vice President and NASCAR driver, owner of Richard Childress Racing and Childress Vineyards and 2017 NASCAR Hall of Fame inductee, joined the Company’s Board effective January 19, 2021. “Richard brings more than five decades of incredibly successful business experience to our team, coupled with an unparalleled and well-earned national reputation based upon his stalwart support of our 2nd Amendment rights, service to the industry via the NRA and a host of other local, regional and national hunting, shooting and conservation organizations,” said AMMO’s Chairman and CEO, Fred Wagenhals. Mr. Wagenhals continued, noting that “our Board, management team and shareholders will experience the same excitement in having Richard as a part of our team that I have over my 30yr business experience with him. He is a visionary with decades of leadership experience, excelling in everything he has done in his professional career and personal life.”

 

With the need to devote more time to his expanding world class firearms’ components manufacturing business, Luth-AR, LLC (www.luth-ar.com), Randy Luth has announced the need to step down from the Company’s Board effective January 19, 2021. After selling D.P.M.S./Panther Arms in 2007, Mr. Luth started Luth-AR in 2013 to leverage and deploy his design, engineering and machine expertise to a new business endeavor. “Randy has helped us advance the ball more than he knows and we will forever be in his debt,” said Mr. Wagenhals. Mr. Luth commented that “I feel exceedingly confident and secure in the AMMO team under the guidance of its current management team and Board – and that confidence is only elevated by the announcement that my friend, Richard Childress, has joined AMMO’s Board.”

 

About AMMO, Inc.

 

With its corporate offices headquartered in Scottsdale, Arizona. AMMO, Inc. (the “Company and/or 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 armor piercing rounds for military use. For more information please visit: www.ammo-inc.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.

 

Investor Contact:

Rob Wiley, CFO

AMMO, Inc.

Phone: (480) 947-0001

IR@ammo-inc.com