As
filed with the Securities and Exchange Commission on December 23,
2020
Registration
Statement No.
333−
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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)
AMMO, INC. 2017 Equity Incentive Plan
(Full
title of the plan)
Fred
Wagenhals
Chairman
and Chief Executive Officer
Ammo,
Inc.
7681
E. Gray Rd.
Scottsdale, Arizona 85260
(Name
and address of agent for service)
(480) 947-0001
(Telephone
number, including area code, of agent for service)
With a copy to:
Joseph
M. Lucosky, Esq.
Lucosky
Brookman LLP
101
Wood Avenue South, 5th Floor
Woodbridge,
New Jersey 08830
Tel.
No.: (732) 395-4400
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.
|
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 to
Section 7(a)(2)(B) of the Securities Act. [ ]
CALCULATION
OF REGISTRATION FEE
|
Title of securities to be registered |
|
Amount
to be
registered(1)(2)
|
|
Proposed
maximum
offering
price per share (3)
|
|
Proposed
maximum
aggregate
offering price (3)
|
|
Amount
of
registration
fee (3)
|
| Common Stock, $0.001 par value per
share |
|
|
4,515,000 |
|
|
$ |
3.31 |
|
|
$ |
14,944,650 |
|
|
$ |
1,630.46 |
|
(1)
Represents shares of common stock, par value $0.001 (the “Common
Stock”), of Ammo, Inc. issuable under the Ammo, Inc. 2017 Equity
Incentive Plan, as amended (the “Plan”).
(2)
Also registered hereby are such additional and indeterminate number
of shares of Common Stock as may be issuable under the Plan by
reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares, or other similar change
affecting the outstanding Common Stock.
(3)
Estimated solely for the purpose of calculating the registration
fee which was computed in accordance with Rule 457(c) and Rule
457(h)(1) under the Securities Act of 1933, as amended (the
“Securities Act”), on the basis of the average of the high and low
sales prices per share of the Common Stock as reported on the
Nasdaq Stock Market on December 18, 2020.
This
Registration Statement will become effective upon filing in
accordance with Rule 462(a) under the Securities
Act.
EXPLANATORY
NOTE
On
August 27, 2020, the Board of Directors of Ammo, Inc. (the
“Company”) approved an amendment to the Ammo, Inc. 2017 Equity
Incentive Plan, as amended (the “Plan”), subject to stockholder
approval at the Company’s 2020 Annual Meeting of Stockholders to
increase the number of shares of common stock, par value $0.001 per
share (“Common Stock”), authorized for issuance under the Plan from
485,000 shares of Common Stock to 5,000,000 shares of Common Stock
(the “Plan Increase”). On October 22, 2020, the Plan Increase was
approved by the Company’s stockholders at the 2020 Annual Meeting
of Stockholders. The Company previously filed a Registration
Statements on Form S-8 on October 25, 2017 (File No. 333-221132)
registering an aggregate of 485,000 shares of Common Stock under
the Plan (the “Earlier Registration Statement”). The Company is
filing this Registration Statement on Form S-8 to register an
additional 4,515,000 shares of Common Stock authorized for issuance
under the Plan. The additional securities to be registered by this
Registration Statement are of the same class as those securities
covered by the Earlier Registration Statement. Pursuant to General
Instruction E to Form S-8, the contents of the Earlier Registration
Statement are incorporated herein by reference, except to the
extent supplemented, amended or superseded by the information set
forth herein.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information required by Part I of Form S-8
will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the
“Securities Act”). In accordance with Rule 428(b)(1) and the
requirements of Part I of Form S-8, these documents are not
required to be filed with the Securities and Exchange Commission
(the “Commission” or “SEC”) either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. These documents and the
documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents have been filed by us with the Securities and
Exchange Commission, or the Commission, and are incorporated herein
by reference:
|
|
● |
our
Annual Report on Form 10-K for the fiscal year ended March 31,
2020, which was filed with the SEC on August 19, 2020;
|
| |
● |
Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2020,
filed with the SEC on August 19, 2020;
|
| |
● |
Our
Quarterly Report on Form 10-Q for the quarter ended September 30,
2020, filed with the SEC on November 13, 2020; |
| |
|
|
| |
● |
our
Current Reports on Form 8-K (excluding any information and exhibits
furnished under either Item 2.02 or Item 7.01 thereof), filed with
the SEC on September 9, 2020, September 29, 2020; October 28, 2020;
November 6, 2020 and December 4, 2020; |
| |
|
|
| |
● |
the
description of our common stock set forth in the registration
statement on Form 8-A, filed with the Securities and Exchange
Commission on November 24, 2020, including any amendments or
reports filed for the purposes of updating this
description. |
All
reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated
by reference in this registration statement and to be a part hereof
from the date of the filing of such reports and documents;
provided, however, that documents, reports and definitive proxy or
information statements, or portions thereof, which are furnished
and not filed in accordance with the rules of the Commission shall
not be deemed incorporated by reference into this registration
statement. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration
statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
In
accordance with the laws of Delaware, in general, an incorporated
corporation, such as the Company, may indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other
than a derivative action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
such person’s conduct was unlawful. In the case of a derivative
action, a Delaware corporation may indemnify any such person
against expenses (including attorneys’ fees) actually and
reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, except that
no indemnification will be made in respect of any claim, issue or
matter as to which such person will have been adjudged to be liable
to the corporation unless and only to the extent that the State of
Delaware or any other court in which such action was brought
determines such person is fairly and reasonably entitled to
indemnity for such expenses.
Item
7. Exemption From Registration Claimed.
Not
applicable.
Item
8. Exhibits.
|
(1) |
Filed
with the SEC on 10/26/2018
|
| (2) |
Filed
with the SEC on 2/9/2017
|
| (3) |
Filed
herewith. |
Item
9. Undertakings.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration
Statement:
|
|
i. |
To
include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; |
|
|
ii. |
To
reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the
effective Registration Statement; |
|
|
|
|
|
|
iii. |
To
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement; provided, however, that paragraphs (1)(i) and
(1)(ii) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement. |
(2)
That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3)
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4)
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5)
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale,
State of Arizona, on this 23 day of December 2020.
| |
AMMO,
INC. |
|
|
|
|
|
|
By: |
/s/
Fred Wagenhals |
| |
Name: |
Fred
Wagenhals |
| |
Title: |
Chief
Executive Officer and Chairman |
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Fred Wagenhals and Robert
Wiley as his true and lawful attorney-in-fact and agent, for him
and in his name, place and stead, in any and all capacities, to
sign any and all amendments, including post-effective amendments,
to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said
attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
|
Signature |
|
Title |
|
Date |
| |
|
|
|
|
|
/s/
Fred W. Wagenhals |
|
Chief
Executive Officer and Chairman |
|
December
23, 2020 |
| Fred
W. Wagenhals |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
|
/s/
Robert D. Wiley |
|
Chief
Financial Officer |
|
December
23, 2020 |
| Robert
D. Wiley |
|
(Principal
Financial and Principal Accounting Officer) |
|
|
| |
|
|
|
|
|
/s/
Robert J. Goodmanson |
|
Director |
|
December
23, 2020 |
| Robert
J. Goodmanson |
|
|
|
|
| |
|
|
|
|
|
/s/
Randy E. Luth |
|
Director |
|
December
23, 2020 |
| Randy
E. Luth |
|
|
|
|
| |
|
|
|
|
|
/s/
Harry S. Markley |
|
Director |
|
December
23, 2020 |
| Harry
S. Markley |
|
|
|
|
| |
|
|
|
|
|
/s/
Russell W. Wallace, Jr. |
|
Director |
|
December
23, 2020 |
| Russell
W. Wallace, Jr. |
|
|
|
|
| |
|
|
|
|
|
/s/
Jessica M. Lockett |
|
Director |
|
December
23, 2020 |
| Jessica
M. Lockett |
|
|
|
|
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