Current Report Filing (8-k)
January 25 2021 - 4:16PM
Edgar (US Regulatory)
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)
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Delaware
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001-13101
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83-1950534
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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POWW
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The
Nasdaq Stock Market LLC (Nasdaq Capital Market)
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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.
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.
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AMMO,
INC.
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Dated:
January 25, 2021
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By:
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/s/
Robert D. Wiley
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Robert
D. Wiley
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Chief
Financial Officer
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