false 0001015383 0001015383 2024-01-11 2024-01-11 0001015383 POWW:CommonStock0.001ParValueMember 2024-01-11 2024-01-11 0001015383 POWW:Sec8.75SeriesCumulativeRedeemablePerpetualPreferredStock0.001ParValueMember 2024-01-11 2024-01-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 11, 2024

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On January 11, 2024, Ammo, Inc., (the “Company”) held its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”). Only shareholders of record as of the close of business on November 15, 2023 (“Record Date”), were entitled to vote at the 2023 Annual Meeting.

 

As of the Record Date, 118,460,743 shares of common stock (“Common Stock”) were outstanding and entitled to vote and represented one vote that could be voted on each matter that came before the 2023 Annual Meeting.

 

At the 2023 Annual Meeting, 62,038,722 shares of Common Stock were represented and voted, in person or by proxy, or 52.37% of the outstanding stock, constituting the presence in person or by proxy of the holders of more than one-third (33.33%) of the outstanding stock needed for a quorum at the 2023 Annual Meeting.

 

The following three proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 29, 2023, were before the 2023 Annual Meeting, and they received the votes listed below. Each proposal was approved.

 

Proposal 1: Election of Nine Directors to Serve until the 2024 Annual Meeting. Each nominee was elected by the Company’s shareholders, as recommended by the Company’s board of directors:

 

Nominee   For   Abstain   Broker-Non Votes
Fred W. Wagenhals   55,732,198   4,717,546   1,588,978
Russell William Wallace, Jr.   51,059,614   9,244,214   1,734,894
Jared R. Smith   57,498,351   2,805,477   1,734,894
Randy E. Luth   51,790,454   8,513,374   1,734,894
Jessica M. Lockett   47,618,935   12,684,893   1,734,894
Steven F. Urvan   53,192,510   7,111,318   1,734,894
Richard R. Childress   51,188,094   9,115,734   1,734,894
Wayne Walker   54,178,508   6,125,320   1,734,894
Christos Tsentas   52,459,236   7,844,592   1,734,894

 

Proposal 2: Ratification of the Appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s Independent Registered Public Accounting Firm. The shareholders ratified the appointment of Pannell Kerr Forster of Texas, P.C. as the Company’s independent registered public accounting firm, as recommended by the Company’s board of directors.

 

For   Against   Abstentions
60,970,715   293,367   774,640

 

Proposal 3: Approval of the Stock Incentive Plan Amendment Proposal. The shareholders approved the Ammo, Inc. 2017 Equity Incentive Plan amendment.

 

For   Against   Abstentions   Broker Non-Votes
30,794,026   27,938,690   1,571,111   1,734,895

 

 

 

 

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 17, 2024 By: /s/ Robert D. Wiley
    Robert D. Wiley
    Chief Financial Officer

 

 

v3.23.4
Cover
Jan. 11, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 11, 2024
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 [Member]  
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol POWW
Security Exchange Name NASDAQ
Sec 8. 75 Series Cumulative Redeemable Perpetual Preferred Stock 0. 001 Par Value [Member]  
Title of 12(b) Security 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value
Trading Symbol POWWP
Security Exchange Name NASDAQ
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