As
filed with the Securities and Exchange Commission on February 16, 2021
Registration
No.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMMO,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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83-1950534
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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7681
East Gray Road
Scottsdale,
Arizona 85260
(480)
947-0001
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Fred
W. Wagenhals
7681
East Gray Road
Scottsdale,
Arizona 85260
(480)
947-0001
(Address,
including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Joseph
M. Lucosky, Esq.
Steven
A. Lipstein, Esq.
Lucosky
Brookman LLP
101
Wood Avenue South, 5th Floor
Woodbridge,
NJ 08830
(732)
395-4400
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[X]
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Smaller reporting company
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[X]
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Emerging growth company
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[ ]
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CALCULATION
OF REGISTRATION FEE
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Title
of Each
Class
of
Securities to
be
Registered
(1)(2)
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Amount
to be
registered/proposed
maximum
offering price
per
unit/proposed
maximum
aggregate
offering
price (1) (2)
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Amount
of
Registration
Fee
(3)
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Offering:
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Common Stock
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Preferred Stock
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Debt Securities
(which may be senior or subordinated, convertible or non-convertible, secured or unsecured)
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Warrants
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Rights
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Units (4)
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Total (5)
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$
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150,000,000
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$
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16,365
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(1)
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Pursuant
to Rule 457(i) under the Securities Act of 1933, as amended (the “Securities Act), the securities registered hereunder
include such indeterminate (a) number of shares of common stock, (b) number of shares of preferred stock, (c) debt securities,
(d) warrants to purchase common stock, preferred stock or debt securities of the Registrant, (e) rights to purchase common
stock or preferred stock and (f) units, consisting of some or all of these securities, as may be sold from time to time by
the Registrant. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
There are also being registered hereunder an indeterminate number of shares of common stock, preferred stock and debt securities
as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. In no event will
the aggregate offering price of all types of securities issued by the Registrant pursuant to this registration statement exceed
$150,000,000. Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered
or issued in connection with any stock split, stock dividend or similar transaction.
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(2)
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The
proposed maximum offering price per unit and aggregate offering prices per class of securities will be determined from time
to time by the Registrant in connection with the issuance by the Registrant of the securities registered under this registration
statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities
Act.
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(3)
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Calculated
pursuant to Rule 457(o) under the Securities Act.
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(4)
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Consisting
of some or all of the securities listed above, in any combination, including common stock, preferred stock, debt securities,
and warrants.
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(5)
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Any
securities registered hereunder may be sold separately or as units with other securities registered hereunder. The proposed
maximum offering price per unit will be determined by the Registrant in connection with the issuance of the securities. In
no event will the aggregate offering price of all securities issued by the Registrant from time to time pursuant to this Registration
Statement exceed $150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite
currencies.
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The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, dated February 16, 2021.
PROSPECTUS
AMMO,
INC.
$150,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Rights
Units
We
may offer and sell up to $150 million in the aggregate of the securities identified above from time to time in one or more offerings.
This prospectus provides you with a general description of the securities.
Each
time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the
offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained
in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement
before you invest in any of our securities.
We
may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents
are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount
arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus
supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution”
for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing
the method and terms of the offering of such securities.
INVESTING
IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 4 OF THIS PROSPECTUS AND ANY SIMILAR SECTION
CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our common stock is listed on The NASDAQ Capital
Market under the symbol “POWW”. On February 12, 2021, the last reported sale price of our common stock on The
NASDAQ Capital Market was $9.32 per share.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is February [__], 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time
and in one or more offerings up to a total dollar amount of $150 million as described in this prospectus. Each time that we offer
and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities
being offered and sold and the specific terms of that offering. The prospectus supplement may also add, update or change information
contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus
and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you
should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information
described under the heading “Where You Can Find More Information; Incorporation by Reference.”
We
have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement
to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate
only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition,
results of operations and prospects may have changed since those dates.
When
we refer to “Ammo,” “we,” “our,” “us” and the “Company” in this prospectus,
we mean Ammo, Inc., unless otherwise specified. When we refer to “you,” we mean the holders of the applicable series
of securities.
WHERE
YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available
Information
We
file reports, proxy statements and other information with the SEC. The SEC maintains a web site that contains reports, proxy and
information statements and other information about issuers, such as us, who file electronically with the SEC. The address of that
website is http://www.sec.gov.
Our
website address is https://www.ammoinc.com. The information on our website, however, is not, and should not be deemed to
be, a part of this prospectus.
This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all
of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided
below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration
statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is
qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more
complete description of the relevant matters. You may view a copy of the registration statement through the SEC’s website,
as provided above.
Incorporation
by Reference
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can
disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically
update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus,
between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are
not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the
future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01
of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously
been filed with the SEC:
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Our Annual Report on Form 10-K for the
year ended March 31, 2020, filed with the SEC on August 19, 2020.
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Our Quarterly Reports on Form 10-Q for
the quarters ended June 30, 2020, September 30, 2020, and December 31, 2020, filed with the SEC on August 19, 2020, November
13, 2020, and February 12, 2021, respectively.
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Our Current Reports on Form 8-K filed
with the SEC on April 28, 2020, June 29, 2020, July 2, 2020, September 2, 2020, September 29, 2020, October 28, 2020, November
6, 2020, December 4, 2020, December 17, 2020, January 25, 2021, and February 16, 2021.
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The description of our common stock
contained in our Registration Statement on Form 8-A, filed with the SEC on November 24, 2020, and any amendment or report
filed with the SEC for the purpose of updating such description.
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All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this Offering, including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from
the date of the filing of such reports and documents.
You
may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they
are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:
Ammo,
Inc.
7681
East Gray Road
Scottsdale,
Arizona 85260
(480)
947-0001
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus
and any accompanying prospectus supplement.
THE
COMPANY
Our
Business
We
are a designer, producer, and marketer of performance-driven, high-quality ammunition and ammunition component products for sale
to a variety of consumers, including sport and recreational shooters, hunters, individuals seeking home or personal protection,
manufacturers, and law enforcement and military agencies. To enhance the strength of our brands and drive product demand, we emphasize
product innovation and technology to improve the performance, quality, and affordability of our products while providing support
to our distribution channel and consumers. We seek to sell products at competitive prices that compete with high-end, custom,
hand-loaded ammunition. Additionally, through our acquisition of Jagemann Stamping Company’s ammunition casing manufacturing
and sales operations (“Jagemann Casings”), we are now able to sell ammunition casings products of various types. We
emphasize an American heritage by using predominantly American-made components and raw materials in our products that are produced,
inspected, and packaged at our facilities in Payson, Arizona and Manitowoc, Wisconsin.
Our
production processes focus on safety, consistency, precision, and cleanliness. Each round is developed for a specific purpose
with a focus on a proper mix of consistency, velocity, accuracy, and recoil. Each round is chamber gauged and inspected with redundant
seven-step quality control processes.
Competition
The
ammunition and ammunition casing industry is dominated by a small number of companies, a number of which are divisions of large
public companies. We compete primarily on the quality, reliability, features, performance, brand awareness, and price of our products.
Our primary competitors include Federal Premium Ammunition, Remington Arms, the Winchester Ammunition division of Olin Corporation,
and various smaller manufacturers and suppliers, including Black-Hills Ammunition, CBC Group, Fiocchi Ammunition, Hornady Manufacturing
Company, PMC, Rio Ammunition, and Wolf.
Our
Growth Strategy
Our
goal is to enhance our position as a designer, producer, and marketer of ammunition products. Key elements of our strategy to
achieve this goal are as follows:
Design,
Produce, and Market Innovative, Distinctive, Performance-Driven, High-Quality Ammunition and Ammunition Components
We
are focused on designing, producing, and marketing innovative, distinctive, performance-driven, high-quality products that appeal
to retailers, manufacturers, and consumers that will enhance our users shooting experiences. Our ongoing research and development
activities; our safe, consistent, precision, and clean production processes; and our multi-faceted marketing programs are critical
to our success.
Continue
to Strengthen Relationships with Channel Partners and Retailers
We
continue to strive to strengthen our relationships with our current distributors, dealers, manufacturers and mass market and specialty
retailers and to attract additional distributors, dealers, retailers. The success of our efforts depends on the innovation, distinctive
features, quality, and performance of our products; the attractiveness of our packaging; the effectiveness of our marketing and
merchandising programs; and the effectiveness of our customer support.
Emphasis
on Customer Satisfaction and Loyalty
We
plan to continue to emphasize customer satisfaction and loyalty by offering innovative, distinctive, high-quality products on
a timely and cost-attractive basis and by offering effective customer service. We regard the features, quality, and performance
of our products as the most important components of our customer satisfaction and loyalty efforts, but we also rely on customer
service and support.
Continuously
Improving Operations
We
plan to continue focusing on improving all aspects of our business, including research and development, component sourcing, production
processes, marketing programs, and customer support. We are continuing our efforts to enhance our production by increasing daily
production quantities through equipment acquisitions, expanded shifts and process improvements, increased operational availability
of our equipment, reduced equipment down times, and increased overall efficiency.
Enhance
Market Share, Brand Recognition, and Customer Loyalty
We
strive to enhance our market share, brand recognition, and customer loyalty. Industry sources estimate that 70 million to 80 million
people in the United States own more than approximately 300 million firearms, creating a large installed base for our ammunition
products. We are focusing on the premium segment of the market through the quality, distinctiveness, and performance of our products;
the effectiveness of our marketing and merchandising efforts; and the attractiveness of our competitive pricing strategies.
Pursue
Synergetic Strategic Acquisitions and Relationships
We
intend to pursue strategic acquisitions and develop strategic relationships designed to enable us to expand our technology and
knowhow, expand our product offerings, strengthen and expand our supply chain, enhance our production process, expand our marketing
and distribution, and attract new customers.
Strategic
Acquisitions
Planned
acquisition targets include sector specific technology companies with the objective of augmenting our current capabilities with
feature-rich (third-party) solutions. The acquisition metric includes, but is not limited to, weighing time, effort and approximate
cost to develop certain technologies in-house, versus acquiring or merging with one or more entities that we believe have a proven
record of successfully developing a technology sub-component. Additional criteria include an extended national footprint of available
manpower (predominantly technical and software engineering), and evaluating the potential acquisition target’s customer
base, stage of technology and merger or acquisition cost as compared to market conditions.
Our
History
We
were formed under the name Retrospettiva, Inc. in November 1990 to manufacture and import textile products, including both finished
garments and fabrics, but ceased operations in 2001. We were inactive from 2001 until December 2016. On December 15, 2016, our
then principal stockholders sold their outstanding Common Stock to Fred W. Wagenhals, who is our Chairman of the Board, President,
Chief Executive Officer, and largest stockholder. On the same date, Mr. Wagenhals became the sole officer and director of our
company. As of December 30, 2016, we changed our trading symbol to POWW; we merged into a Delaware corporation, thereby changing
our state of incorporation from California to Delaware; we engaged in a 1-for-25 reverse stock split; and we commenced our current
business as AMMO, Inc.
Our
largest stockholder, Mr. Wagenhals, had organized another company on October 13, 2016, which immediately began to take steps to
commence the ammunition business. We combined with that company in March 2017, resulting in our acquisition of all the shares
of its common stock for 17,285,800 shares of our Common Stock and our succession to its business.
RISK
FACTORS
Investment
in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully
consider the risk factors incorporated by reference to our Registration Statement on Form S-1, filed with the SEC on September
15, 2020, as amended, our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current
Reports on Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference
into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information
contained in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks
might cause you to lose all or part of your investment in the offered securities.
SPECIAL
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve risks and uncertainties, principally in the sections entitled “Risk
Factors.” All statements other than statements of historical fact contained in this prospectus, including statements regarding
future events, our future financial performance, business strategy and plans and objectives of management for future operations,
are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “can,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” “should,”
or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking
statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are
only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk
Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity,
performance or achievements expressed or implied by these forward-looking statements.
Forward-looking
statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications
of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information
available at the time they are made and/or management’s good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual performance or results to differ materially from what is expressed
in or suggested by the forward-looking statements.
Forward-looking
statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume
no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors
affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more
forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking
statements.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock is not complete and may not contain all the information you should consider before
investing in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our Certificate
of Incorporation and Bylaws, which have been publicly filed with the SEC. See “Where You Can Find More Information; Incorporation
by Reference.”
Our authorized capital stock consists of 200,000,000
shares of common stock, par value of $0.001 per share, and 10,000,000 shares of preferred stock, par value of $0.001 per share.
As of February 11, 2021, there were 68,675,629 shares of our common stock issued and outstanding held by approximately
447 holders of record.
Common
Stock
Each
share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally
by our stockholders. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority
of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to
do so.
Holders
of our common stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion
may declare out of funds legally available for the payment of dividends. We currently do not anticipate paying any cash dividends
on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after
taking into account various factors, including:
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general
business conditions;
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industry
practice;
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our
financial condition and performance;
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our
future prospects;
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our
cash needs and capital investment plans;
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our
obligations to holders of any preferred stock we may issue;
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income
tax consequences; and
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the
restrictions Delaware and other applicable laws and our credit arrangements may impose, from time to time.
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If
we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available
for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred
stock, if any, receive their liquidation preferences in full.
Our
common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase
fund.
Preferred
Stock
The
Company has 10,000,000 authorized shares of preferred stock par value $0.001 per share. As of February 11, 2021, no shares
of preferred stock are outstanding.
Our
Board has the authority, within the limitations and restrictions in our certificate of incorporation, to issue shares of preferred
stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights,
dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number
of shares constituting any series or the designation of any series, without further vote or action by the stockholders. The issuance
of shares of preferred stock may have the effect of delaying, deferring or preventing a change in our control without further
action by the stockholders. The issuance of shares of preferred stock with voting and conversion rights may adversely affect the
voting power of the holders of our common stock. In some circumstances, this issuance could have the effect of decreasing the
market price of our common stock.
Undesignated
preferred stock may enable our Board to render more difficult or to discourage an attempt to obtain control of the Company by
means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance
of shares of preferred stock may adversely affect the rights of our common stockholders. For example, any shares of preferred
stock issued may rank senior to the common stock as to dividend rights, liquidation preference or both, may have full or limited
voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock, or the
issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common
stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.
Options
and Warrants
As
of February 11, 2021, there are no outstanding options to purchase our securities.
As of February 11, 2021, we had 3,885,256
warrants outstanding. Each warrant provides the holder the right to purchase up to one share of our Common Stock at a predetermined
exercise price. The outstanding warrants consist of (1) warrants to purchase 288,833 shares of Common Stock at an exercise price
of $1.65 per share until April 2025; (2) warrants to purchase 2,016,287 shares of our Common Stock at an exercise price of $2.00
per share consisting of 56% of the warrants until April 2023, 6% until August 2024, and 38% until December 2025; (3) warrants
to purchase 1,001,921 shares of Common Stock at an exercise price of $2.40 until September 2024; (4) warrants to purchase
428,215 shares of Common Stock at an exercise price of $2.63 per share until November 2025; and (5) warrants to purchase 150,000
shares of Common Stock at an exercise price of $6.72 per share until February 2024.
Delaware
Anti-takeover Law
We
are subject to Section 203 of Delaware Law, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation
from engaging in a “business combination” with an “interested stockholder” for a period of three years
following the date the person became an interested stockholder, unless:
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the
board of directors approves the transaction in which the stockholder became an interested stockholder prior to the date the
interested stockholder attained that status;
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when
the stockholder became an interested stockholder, he or she owned at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and certain shares
owned by employee benefits plans; or
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on
or subsequent to the date the business combination is approved by the board of directors,
the business combination is authorized by the affirmative vote of at least 66 2/3% of
the voting stock of the corporation at an annual or special meeting of stockholders.
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Generally,
a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit
to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and
associates, owns, or is an affiliate or associate of the corporation and within three years prior to the determination of interested
stockholder status did own, 15% or more of a corporation’s voting stock.
The
existence of Section 203 of Delaware Law would be expected to have an anti-takeover effect with respect to transactions not approved
in advance by our board of directors, including discouraging attempts that might result in a premium over the market price for
the shares of our common stock.
The
NASDAQ Capital Market Listing
Our
common stock is listed on the NASDAQ Capital Market under the symbol “POWW”.
Transfer
Agent
The
transfer agent and registrar for our common stock is Action Stock Transfer Corporation (“AST”). The principal office
of AST is located at 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121, and its telephone number is (801) 274-1088.
DESCRIPTION
OF DEBT SECURITIES
General
The
debt securities that we may offer by this prospectus consist of notes, debentures, or other evidences of indebtedness. The debt
securities may constitute either senior or subordinated debt securities, and in either case may be either secured or unsecured.
Any debt securities that we offer and sell will be our direct obligations. Debt securities may be issued in one or more series.
All debt securities of any one series need not be issued at the same time, and unless otherwise provided, a series of debt securities
may be reopened, with the required consent of the holders of outstanding debt securities, for issuance of additional debt securities
of that series or to establish additional terms of that series of debt securities (with such additional terms applicable only
to unissued or additional debt securities of that series). The form of indenture has been filed as an exhibit to the registration
statement of which this prospectus is a part and is subject to any amendments or supplements that we may enter into with the trustee(s),
however, we may issue debt securities not subject to the indenture provided such terms of debt securities are not otherwise required
to be set forth in the indenture. The material terms of the indenture are summarized below and we refer you to the indenture for
a detailed description of these material terms. Additional or different provisions that are applicable to a particular series
of debt securities will, if material, be described in a prospectus supplement relating to the offering of debt securities of that
series. These provisions may include, among other things and to the extent applicable, the following:
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the
title of the debt securities, including, as applicable, whether the debt securities will be issued as senior debt securities,
senior subordinated debt securities or subordinated debt securities, any subordination provisions particular to the series
of debt securities;
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any
limit on the aggregate principal amount of the debt securities;
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whether
the debt securities are senior debt securities or subordinated debt securities and applicable subordination provisions, if
any;
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whether
the debt securities will be secured or unsecured;
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if
other than 100% of the aggregate principal amount, the percentage of the aggregate principal amount at which we will sell
the debt securities, such as an original issuance discount;
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the
date or dates, whether fixed or extendable, on which the principal of the debt securities will be payable;
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the
rate or rates, which may be fixed or variable, at which the debt securities will bear interest, if any, the date or dates
from which any such interest will accrue, the interest payment dates on which we will pay any such interest, the basis upon
which interest will be calculated if other than that of a 360-day year consisting of twelve 30-day months, and, in the case
of registered securities, the record dates for the determination of holders to whom interest is payable;
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the
place or places where the principal of and any premium or interest on the debt securities will be payable and where the debt
securities may be surrendered for conversion or exchange;
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whether
we may, at our option, redeem the debt securities, and if so, the price or prices at which, the period or periods within which,
and the terms and conditions upon which, we may redeem the debt securities, in whole or in part, pursuant to any sinking fund
or otherwise;
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if
other than 100% of the aggregate principal amount thereof, the portion of the principal amount of the debt securities which
will be payable upon declaration of acceleration of the maturity date thereof or provable in bankruptcy, or, if applicable,
which is convertible or exchangeable;
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any
obligation we may have to redeem, purchase or repay the debt securities pursuant to any sinking fund or analogous provisions
or at the option of a holder of debt securities, and the price or prices at which, the currency in which and the period or
periods within which, and the terms and conditions upon which, the debt securities will be redeemed, purchased or repaid,
in whole or in part, pursuant to any such obligation, and any provision for the remarketing of the debt securities;
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the
issuance of debt securities as registered securities or unregistered securities or both, and the rights of the holders of
the debt securities to exchange unregistered securities for registered securities, or vice versa, and the circumstances under
which any such exchanges, if permitted, may be made;
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the
denominations, which may be in United States Dollars or in any foreign currency, in which the debt securities will be issued,
if other than denominations of $1,000 and any integral multiple thereof;
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whether
the debt securities will be issued in the form of certificated debt securities, and if so, the form of the debt securities
(or forms thereof if unregistered and registered securities are issuable in that series), including the legends required by
law or as we deem necessary or appropriate, the form of any coupons or temporary global security which may be issued and the
forms of any other certificates which may be required under the indenture or which we may require in connection with the offering,
sale, delivery or exchange of the debt securities;
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if
other than United States Dollars, the currency or currencies in which payments of principal, interest and other amounts payable
with respect to the debt securities will be denominated, payable, redeemable or repurchasable, as the case may be;
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whether
the debt securities may be issuable in tranches;
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the
obligations, if any, we may have to permit the conversion or exchange of the debt securities into common stock, preferred
stock or other capital stock or property, or a combination thereof, and the terms and conditions upon which such conversion
or exchange will be effected (including conversion price or exchange ratio), and any limitations on the ownership or transferability
of the securities or property into which the debt securities may be converted or exchanged;
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if
other than the trustee under the indenture, any trustees, authenticating or paying agents, transfer agents or registrars or
any other agents with respect to the debt securities;
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any
deletions from, modifications of or additions to the events of default with respect to the debt securities or the right of
the Trustee or the holders of the debt securities in connection with events of default;
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any
deletions from, modifications of or additions to the covenants with respect to the debt securities;
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if
the amount of payments of principal of, and make-whole amount, if any, and interest on the debt securities may be determined
with reference to an index, the manner in which such amount will be determined;
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whether
the debt securities will be issued in whole or in part in the global form of one or more debt securities and, if so, the depositary
for such debt securities, the circumstances under which any such debt security may be exchanged for debt securities registered
in the name of, and under which any transfer of debt securities may be registered in the name of, any person other than such
depositary or its nominee, and any other provisions regarding such debt securities;
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whether,
under what circumstances and the currency in which, we will pay additional amounts on the debt securities to any holder of
the debt securities who is not a United States person in respect of any tax, assessment or governmental charge and, if so,
whether we will have the option to redeem such debt securities rather than pay such additional amounts, and the terms of any
such option;
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whether
the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms of
any related security, pledge or other agreements;
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the
persons to whom any interest on the debt securities will be payable, if other than the registered holders thereof on the regular
record date therefor; and
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any
other material terms or conditions upon which the debt securities will be issued.
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Unless
otherwise indicated in the applicable prospectus supplement, we will issue debt securities in fully registered form without coupons
and in denominations of $1,000 and in integral multiples of $1,000, and interest will be computed on the basis of a 360-day year
of twelve 30-day months. If any interest payment date or the maturity date falls on a day that is not a business day, then the
payment will be made on the next business day without additional interest and with the same effect as if it were made on the originally
scheduled date. “Business day” means any calendar day that is not a Saturday, Sunday or legal holiday in New York,
New York, and on which the trustee and commercial banks are open for business in New York, New York.
Unless
we inform you otherwise in a prospectus supplement, each series of our senior debt securities will rank equally in right of payment
with all of our other unsubordinated debt. The subordinated debt securities will rank junior in right of payment and be subordinate
to all of our unsubordinated debt.
Unless
otherwise indicated in the applicable prospectus supplement, the trustee will act as paying agent and registrar for the debt securities
under the indenture. We may act as paying agent under the indenture.
The
prospectus supplement will contain a description of United States federal income tax consequences relating to the debt securities,
to the extent applicable.
Covenants
The
applicable prospectus supplement will describe any covenants, such as restrictive covenants restricting us or our subsidiaries,
if any, from incurring, issuing, assuming or guarantying any indebtedness or restricting us or our subsidiaries, if any, from
paying dividends or acquiring any of our or its capital stock.
Consolidation,
Merger and Transfer of Assets
The
indenture permits a consolidation or merger between us and another entity and/or the sale, conveyance or lease by us of all or
substantially all of our property and assets, provided that:
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the
resulting or acquiring entity, if other than us, is organized and existing under the laws of a United States jurisdiction
and assumes all of our responsibilities and liabilities under the indenture, including the payment of all amounts due on the
debt securities and performance of the covenants in the indenture;
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immediately
after the transaction, and giving effect to the transaction, no event of default under the indenture exists; and
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we
have delivered to the trustee an officers’ certificate stating that the transaction and, if a supplemental indenture
is required in connection with the transaction, the supplemental indenture comply with the indenture and that all conditions
precedent to the transaction contained in the indenture have been satisfied.
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If
we consolidate or merge with or into any other entity, or sell or lease all or substantially all of our assets in compliance with
the terms and conditions of the indenture, the resulting or acquiring entity will be substituted for us in the indenture and the
debt securities with the same effect as if it had been an original party to the indenture and the debt securities. As a result,
such successor entity may exercise our rights and powers under the indenture and the debt securities, in our name and, except
in the case of a lease, we will be released from all our liabilities and obligations under the indenture and under the debt securities.
Notwithstanding
the foregoing, we may transfer all of our property and assets to another entity if, immediately after giving effect to the transfer,
such entity is our wholly owned subsidiary. The term “wholly owned subsidiary” means any subsidiary in which we and/or
our other wholly owned subsidiaries, if any, own all of the outstanding capital stock.
Modification
and Waiver
Under
the indenture, some of our rights and obligations and some of the rights of the holders of the debt securities may be modified
or amended with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities
affected by the modification or amendment. However, the following modifications and amendments will not be effective against any
holder without its consent:
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a
change in the stated maturity date of any payment of principal or interest;
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a
reduction in the principal amount of or interest on any debt securities;
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an
alteration or impairment of any right to convert at the rate or upon the terms provided in the indenture;
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a
change in the currency in which any payment on the debt securities is payable;
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an
impairment of a holder’s right to sue us for the enforcement of payments due on the debt securities; or
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a
reduction in the percentage of outstanding debt securities required to consent to a modification or amendment of the indenture
or required to consent to a waiver of compliance with certain provisions of the indenture or certain defaults under the indenture.
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Under
the indenture, the holders of not less than a majority in aggregate principal amount of the outstanding debt securities may, on
behalf of all holders of the debt securities:
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waive
compliance by us with certain restrictive provisions of the indenture; and
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waive
any past default under the indenture in accordance with the applicable provisions of the indenture, except a default in the
payment of the principal of or interest on any series of debt securities.
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Events
of Default
Unless
we indicate otherwise in the applicable prospectus supplement, “event of default” under the indenture will mean, with
respect to any series of debt securities, any of the following:
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failure
to pay interest on any debt security for 30 days after the payment is due;
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failure
to pay the principal of any debt security when due, either at maturity, upon redemption, by declaration or otherwise;
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failure
on our part to observe or perform any other covenant or agreement in the indenture that applies to the debt securities for
90 days after we have received written notice of the failure to perform in the manner specified in the indenture; and
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certain
events of bankruptcy, insolvency or reorganization.
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Remedies
Upon an Event of Default
If
an event of default occurs and continues, the trustee or the holders of not less than 25% in aggregate principal amount of the
outstanding debt securities of such series may declare the entire principal of all the debt securities to be due and payable immediately,
except that, if the event of default is caused by certain events in bankruptcy, insolvency or reorganization, the entire principal
of all of the debt securities of such series will become due and payable immediately without any act on the part of the trustee
or holders of the debt securities. If such a declaration occurs, the holders of a majority of the aggregate principal amount of
the outstanding debt securities of such series can, subject to conditions, rescind the declaration.
The
indenture requires us to furnish to the trustee not less often than annually, a certificate from our principal executive officer,
principal financial officer or principal accounting officer, as the case may be, as to such officer’s knowledge of our compliance
with all conditions and covenants under the indenture. The trustee may withhold notice to the holders of debt securities of any
default, except defaults in the payment of principal of or interest on any debt securities if the trustee in good faith determines
that the withholding of notice is in the best interests of the holders. For purposes of this paragraph, “default”
means any event which is, or after notice or lapse of time or both would become, an event of default under the indenture.
The
trustee is not obligated to exercise any of its rights or powers under the indenture at the request, order or direction of any
holders of debt securities, unless the holders offer the trustee satisfactory security or indemnity. If satisfactory security
or indemnity is provided, then, subject to other rights of the trustee, the holders of a majority in aggregate principal amount
of the outstanding debt securities may direct the time, method and place of:
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conducting
any proceeding for any remedy available to the trustee; or
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exercising
any trust or power conferred upon the trustee.
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The
holder of a debt security will have the right to begin any proceeding with respect to the indenture or for any remedy only if:
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the
holder has previously given the trustee written notice of a continuing event of default;
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the
holders of not less than a majority in aggregate principal amount of the outstanding debt securities have made a written request
of, and offered reasonable indemnity to, the trustee to begin such proceeding;
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the
trustee has not started such proceeding within 60 days after receiving the request; and
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no
direction inconsistent with such written request has been given to the trustee under the indenture.
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However,
the holder of any debt security will have an absolute right to receive payment of principal of and interest on the debt security
when due and to institute suit to enforce this payment.
Satisfaction
and Discharge; Defeasance
Satisfaction
and Discharge of Indenture. Unless otherwise indicated in the applicable prospectus supplement, if at any time,
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we
have paid the principal of and interest on all the debt securities of any series, except for debt securities which have been
destroyed, lost or stolen and which have been replaced or paid in accordance with the indenture, as and when the same shall
have become due and payable, or
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we
have delivered to the trustee for cancellation all debt securities of any series theretofore authenticated, except for debt
securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in the
indenture, or
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all
the debt securities of such series not theretofore delivered to the trustee for cancellation have become due and payable,
or are by their terms are to become due and payable within one year or are to be called for redemption within one year, and
we have deposited with the trustee, in trust, sufficient money or government obligations, or a combination thereof, to pay
the principal, any interest and any other sums due on the debt securities, on the dates the payments are due or become due
under the indenture and the terms of the debt securities,
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then
the indenture shall cease to be of further effect with respect to the debt securities of such series, except for:
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rights
of registration of transfer and exchange, and our right of optional redemption;
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substitution
of mutilated, defaced, destroyed, lost or stolen debt securities;
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rights
of holders to receive payments of principal thereof and interest thereon upon the original stated due dates therefor (but
not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any;
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the
rights, obligations and immunities of the trustee under the indenture; and
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the
rights of the holders of such series of debt securities as beneficiaries thereof with respect to the property so deposited
with the trustee payable to all or any of them.
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Defeasance
and Covenant Defeasance. Unless otherwise indicated in the applicable prospectus supplement, we may elect with respect to
any debt securities of any series either:
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to
defease and be discharged from all of our obligations with respect to such debt securities (“defeasance”), with
certain exceptions described below; or
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to
be released from our obligations with respect to such debt securities under such covenants as may be specified in the applicable
prospectus supplement, and any omission to comply with those obligations will not constitute a default or an event of default
with respect to such debt securities (“covenant defeasance”).
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We
must comply with the following conditions before the defeasance or covenant defeasance can be effected:
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we
must irrevocably deposit with the indenture trustee or other qualifying trustee, under the terms of an irrevocable trust agreement
in form and substance satisfactory to the trustee, trust funds in trust solely for the benefit of the holders of such debt
securities, sufficient money or government obligations, or a combination thereof, to pay the principal, any interest and any
other sums on the due dates for those payments; and
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we
must deliver to the trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize
income, gain or loss for federal income tax purposes as a result of defeasance or covenant defeasance, as the case may be,
to be effected with respect to such debt securities and will be subject to federal income tax on the same amount, in the same
manner and at the same times as would be the case if such defeasance or covenant defeasance, as the case may be, had not occurred.
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In
connection with defeasance, any irrevocable trust agreement contemplated by the indenture must include, among other things, provision
for:
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payment
of the principal of and interest on such debt securities, if any, appertaining thereto when due (by redemption, sinking fund
payments or otherwise),
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the
payment of the expenses of the trustee incurred or to be incurred in connection with carrying out such trust provisions,
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rights
of registration, transfer, substitution and exchange of such debt securities in accordance with the terms stated in the indenture,
and
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continuation
of the rights, obligations and immunities of the trustee as against the holders of such debt securities as stated in the indenture.
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The
accompanying prospectus supplement may further describe any provisions permitting or restricting defeasance or covenant defeasance
with respect to the debt securities of a particular series.
Global
Securities
Unless
otherwise indicated in the applicable prospectus supplement, each debt security offered by this prospectus will be issued in the
form of one or more global debt securities representing all or part of that series of debt securities. This means that we will
not issue certificates for that series of debt securities to the holders. Instead, a global debt security representing that series
will be deposited with, or on behalf of, a securities depositary and registered in the name of the depositary or a nominee of
the depositary. Any such depositary must be a clearing agency registered under the Exchange Act. We will describe the specific
terms of the depositary arrangement with respect to a series of debt securities to be represented by a global security in the
applicable prospectus supplement.
Notices
We
will give notices to holders of the debt securities by mail at the addresses listed in the security register. In the case of notice
in respect of unregistered securities or coupon securities, we may give notice by publication in a newspaper of general circulation
in New York, New York.
Governing
Law
The
particular terms of a series of debt securities will be described in a prospectus supplement relating to such series of debt securities.
Any indentures will be subject to and governed by the Trust Indenture Act of 1939, as amended, and may be supplemented or amended
from time to time following their execution. Unless otherwise stated in the applicable prospectus supplement, we will not be limited
in the amount of debt securities that we may issue, and neither the senior debt securities nor the subordinated debt securities
will be secured by any of our property or assets. Thus, by owning debt securities, you are one of our unsecured creditors.
Regarding
the Trustee
From
time to time, we may maintain deposit accounts and conduct other banking transactions with the trustee to be appointed under the
indenture or its affiliates in the ordinary course of business.
DESCRIPTION
OF WARRANTS
We
may offer to sell warrants from time to time. If we do so, we will describe the specific terms of the warrants in a prospectus
supplement. In particular, we may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one
or more series. We may also issue warrants independently or together with other securities and the warrants may be attached to
or separate from those securities.
We
will evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We will enter into
the warrant agreement with a warrant agent. We will indicate the name and address of the warrant agent in the applicable prospectus
supplement relating to a particular series of warrants.
We
will describe in the applicable prospectus supplement the terms of the series of warrants, including:
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the
offering price and aggregate number of warrants offered;
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the
currency for which the warrants may be purchased;
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if
applicable, the designation and terms of the securities with which the warrants are issued
and the number of warrants issued with each such security or each principal amount of
such security;
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if
applicable, the date on and after which the warrants and the related securities will
be separately transferable;
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in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at, and currency in which, this
principal amount of debt securities may be purchased upon such exercise;
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in
the case of warrants to purchase common stock or preferred stock, the number of shares
of common stock or preferred stock, as the case may be, purchasable upon the exercise
of one warrant and the price at which these shares may be purchased upon such exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the
warrant agreement and the warrants;
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the
terms of any rights to redeem or call the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of securities
issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreement and warrants may be modified;
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certain
United States federal income tax consequences of holding or exercising the warrants;
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the
terms of the securities issuable upon exercise of the warrants; and
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any
other specific material terms, preferences, rights or limitations of or restrictions
on the warrants.
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Holders
may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with other
requested information, and paying the required amount to the warrant agent in immediately available funds, as provided in the
applicable prospectus supplement. We will set forth in the applicable prospectus supplement the information that the holder of
the warrant will be required to deliver to the warrant agent.
Upon
receipt of the required payment and the warrant certificate properly completed and duly executed at the office of the warrant
agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable
upon such exercise. If a holder exercises fewer than all of the warrants represented by the warrant certificate, then we will
issue a new warrant certificate for the remaining amount of warrants.
Holder
will not have any of the rights of the holders of the securities purchasable upon the exercise of warrants until you exercise
them. Accordingly, holder will not be entitled to, among other things, vote or receive dividend payments or similar distributions
on the securities you can purchase upon exercise of the warrants.
The
information provided above is only a summary of the terms under which we may offer warrants for sale. Accordingly, investors must
carefully review the applicable warrant agreement for more information about the specific terms and conditions of these warrants
before investing in us. In addition, please carefully review the information provided in the applicable prospectus supplement,
which contains additional information that is important for you to consider in evaluating an investment in our securities.
DESCRIPTION
OF RIGHTS
We
may issue rights to our stockholders to purchase shares of our common stock or preferred stock described in this prospectus. We
may offer rights separately or together with one or more additional rights, preferred stock, common stock, warrants or any combination
of those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be
issued under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights
agent for any rights we offer will be set forth in the applicable prospectus supplement. The rights agent will act solely as our
agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation
or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights. The following
description sets forth certain general terms and provisions of the rights to which any prospectus supplement may relate. The particular
terms of the rights to which any prospectus supplement may relate and the extent, if any, to which the general provisions may
apply to the rights so offered will be described in the applicable prospectus supplement. To the extent that any particular terms
of the rights, rights agreement or rights certificates described in a prospectus supplement differ from any of the terms described
below, then the terms described below will be deemed to have been superseded by that prospectus supplement. We encourage you to
read the applicable rights agreement and rights certificate for additional information before you decide whether to purchase any
of our rights.
The
prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among
other matters:
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●
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the
date of determining the stockholders entitled to the rights distribution;
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●
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the
aggregate number of shares of common stock, preferred stock or other securities purchasable upon exercise of the rights;
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●
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the
exercise price;
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●
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the
aggregate number of rights issued;
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●
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whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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●
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the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire;
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●
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the
method by which holders of rights will be entitled to exercise;
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●
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the
conditions to the completion of the offering;
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●
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the
withdrawal, termination and cancellation rights;
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●
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whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment;
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●
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whether
stockholders are entitled to oversubscription right;
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●
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any
U.S. federal income tax considerations; and
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●
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights.
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If
less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed securities directly to
persons other than stockholders, to or through agents, underwriters or dealers or through a combination of such methods, including
pursuant to standby arrangements, as described in the applicable prospectus supplement. In connection with any rights offering,
we may enter into a standby underwriting or other arrangement with one or more underwriters or other persons pursuant to which
such underwriters or other persons would purchase any offered securities remaining unsubscribed for after such rights offering.
DESCRIPTION
OF UNITS
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series.
We may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit
agreements with a unit agent. We will indicate the name and address of the unit agent in the applicable prospectus supplement
relating to a particular series of units.
The
following description, together with the additional information included in any applicable prospectus supplement, summarizes the
general features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free
writing prospectus that we may authorize to be provided to you related to the series of units being offered, as well as the complete
unit agreements that contain the terms of the units. Specific unit agreements will contain additional important terms and provisions
and we will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from another report that we file with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable:
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●
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the
title of the series of units;
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●
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identification
and description of the separate constituent securities comprising the units;
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●
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the
price or prices at which the units will be issued;
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●
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the
date, if any, on and after which the constituent securities comprising the units will be separately transferable;
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●
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a
discussion of certain United States federal income tax considerations applicable to the units; and
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●
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any
other terms of the units and their constituent securities.
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PLAN
OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or
a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The
securities may be distributed from time to time in one or more transactions:
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at
a fixed price or prices, which may be changed;
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at
market prices prevailing at the time of sale;
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●
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at
prices related to such prevailing market prices; or
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●
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at
negotiated prices.
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Each
time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe
the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price
of the securities and the proceeds to us, if applicable.
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit
offers to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified
in a prospectus supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer,
as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the
time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the
underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or the
purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting
discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation
in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they
may act as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a
dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of
the Securities Act of 1933, as amended, and any discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify
underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to
payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
Any
common stock will be listed on the Nasdaq Capital Market, but any other securities may or may not be listed on a national securities
exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that
stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities,
which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances,
these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their
over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for
or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating
in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at any time.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act.
In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales
or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives
to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not
identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition,
we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities
short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer
its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
We
do not make any representation or prediction as to the direction or magnitude of any effect that the transactions described above
might have on the price of the securities. In addition, we do not make any representation that underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued without notice.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
To
comply with applicable state securities laws, the securities offered by this prospectus will be sold, if necessary, in such jurisdictions
only through registered or licensed brokers or dealers. In addition, securities may not be sold in some states unless they have
been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement
is available and is complied with.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business
for which they receive compensation.
LEGAL
MATTERS
Lucosky
Brookman LLP will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby on behalf
of Ammo, Inc. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will
name in the applicable prospectus supplement.
EXPERTS
The
consolidated balance sheet as of March 31, 2020 and the related consolidated statements of operations, stockholders’ equity,
and cash flows included in this prospectus and in the registration statement have been so included in reliance on the reports
of Marcum LLP, independent registered public accounting firms, included herein, given on the authority of said firm as experts
in accounting and auditing. The report thereon contains an explanatory paragraph which describe the conditions that raise substantial
doubt about the Company’s ability to continue as a going concern and are contained in Note 2 to the consolidated financial
statements.
The
consolidated balance sheets as of March 31, 2019 and the related consolidated statements of operations, stockholders’ equity,
and cash flows included in this prospectus and in the registration statement have been so included in reliance on the reports
of KWCO, PC, independent registered public accounting firms, included herein, given on the authority of said firm as experts in
accounting and auditing.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with
the securities being registered hereby.
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SEC registration fee
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$
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16,365.00
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FINRA filing fee
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*
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Printing expenses
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*
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Legal fees and expenses
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*
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Accounting fees and expenses
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*
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Blue Sky, qualification fees and expenses
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*
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Transfer agent fees and expenses
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*
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Trustee fees and expenses
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*
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Warrant agent fees and expenses
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*
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Miscellaneous
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*
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Total
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$
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*
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*
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These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this
time.
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Item
15. Indemnification of Directors and Officers
Our
certificate of incorporation and bylaws provide that we will indemnify and advance expenses, to the fullest extent permitted by
the Delaware General Corporation Law, to each person who is or was a director or officer of our company, or who serves or served
any other enterprise or organization at the request of our company (an “indemnitee”).
Under
Delaware law, to the extent that an indemnitee is successful on the merits in defense of a suit or proceeding brought against
him or her by reason of the fact that he or she is or was a director, officer, or agent of our company, or serves or served any
other enterprise or organization at the request of our company, we shall indemnify him or her against expenses (including attorneys’
fees) actually and reasonably incurred in connection with such action.
If
unsuccessful in defense of a third-party civil suit or a criminal suit, or if such a suit is settled, an indemnitee may be indemnified
under Delaware law against both (1) expenses, including attorney’s fees, and (2) judgments, fines, and amounts paid in settlement
if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests
of our company, and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.
If
unsuccessful in defense of a suit brought by or in the right of our company, where the suit is settled, an indemnitee may be indemnified
under Delaware law only against expenses (including attorneys’ fees) actually and reasonably incurred in the defense or
settlement of the suit if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of our company except that if the indemnitee is adjudged to be liable for negligence or misconduct in the
performance of his or her duty to our company, he or she cannot be made whole even for expenses unless a court determines that
he or she is fully and reasonably entitled to indemnification for such expenses.
Also
under Delaware law, expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding may
be paid by the registrant in advance of the final disposition of the suit, action, or proceeding upon receipt of an undertaking
by or on behalf of the officer or director to repay such amount if it is ultimately determined that he or she is not entitled
to be indemnified by our company. We may also advance expenses incurred by other employees and agents of our company upon such
terms and conditions, if any, that the Board of Directors of the registrant deems appropriate.
Our
articles of incorporation and bylaws provide that we may indemnify to the full extent of our power to do so, all directors, officers,
employees, and/or agents.
Item
16. Exhibits
(a)
Exhibits
Item
16. Exhibits.
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*
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To
be filed by amendment or incorporated by reference in connection with the offering of
the securities.
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**
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To
be filed, if applicable, pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939.
|
Item
17. Undertakings
(a)
The undersigned registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(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; and
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(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 (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above 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
SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in
the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the
registration statement.
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(2)
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That
for the purpose of determining any liability under the Securities Act of 1933 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.
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(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.
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(5)
|
That,
for the purpose of determining liability under the Securities Act to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule
430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed
to be a new effective date of the registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective
date.
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(6)
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That,
for the purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
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(ii)
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Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
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The portion of any
other free writing prospectus relating to the offering containing material information about the undersigned registrant or
its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(b)
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 Section 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.
(h)
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 SEC 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.
(j)
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and
regulations prescribed by the SEC under section 305(b)(2) of the Act.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 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 February 16, 2021.
|
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Ammo,
Inc.
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By:
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/s/
Fred W. Wagenhals
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Name:
Fred W. Wagenals
Title:
Chief Executive Officer
(Principal
Executive Officer)
|
POWER
OF ATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Robert
D. Wiley, his true and lawful attorneys-in-fact and agents with full power of substitution, 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 sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the
same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their
substitute or substitutes, may lawfully do or cause to be done or 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
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Title
|
|
Date
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/s/ Fred Wagenhals
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Chairman of the Board, Chief Executive Officer, and President
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|
February 16, 2021
|
|
Fred Wagenhals
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(Principal Executive Officer)
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/s/ Robert D. Wiley
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Chief Financial Officer
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February 16, 2021
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Robert D. Wiley
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(Principal Financial and Principal Accounting Officer),
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/s/ Robert J. Goodmanson
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Chairman of the Board
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February 16, 2021
|
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Robert J. Goodmanson
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/s/ Richard Childress
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Director
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|
February 16, 2021
|
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Richard Childress
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/s/ Harry S. Markley
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Director
|
|
February 16, 2021
|
|
Harry S. Markley
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/s/ Russell W. Wallace, Jr.
|
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Director
|
|
February 16, 2021
|
|
Russell W. Wallace, Jr.
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/s/ Jessica M. Lockett
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Director
|
|
February 16, 2021
|
|
Jessica M. Lockett
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