Current Report Filing (8-k)
March 26 2021 - 5:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 26, 2021
AMMO,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-13101
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83-1950534
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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7681
E. Gray Rd.
Scottsdale,
Arizona 85260
(Address
of principal executive offices)
(480)
947-0001
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.001 par value
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POWW
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The
Nasdaq Stock Market LLC (Nasdaq Capital Market)
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
8.01 Other Events.
When
we refer to “we,” “our,” “us,” and the “Company” in this Current Report on Form
8-K, we mean Ammo, Inc., a Delaware corporation.
As
previously disclosed in the Company’s quarterly reports on Form 10-Q and annual reports on Form 10-K (the “Periodic
Reports”), under the terms of the 2017 merger between our wholly-owned subsidiary, AMMO Technologies Inc., an Arizona corporation
(“ATI”) and Hallam, Inc. (“Hallam”), ATI succeeded to all of the assets of Hallam and assumed the liabilities
of Hallam, which were none. The primary asset of Hallam was an exclusive license to produce projectiles and ammunition using the
Hybrid Luminescence Ammunition Technology under patent U.S. 8,402,896 B1 with a publication date of March 26, 2013 owned by University
of Louisiana at Lafayette (“ULL”). The license was formally amended and assigned to ATI pursuant to an Assignment
and First Amendment to Exclusive License Agreement Assumption Agreement dated to be effective as of August 22, 2017, the merger
closing date.
As
also previously disclosed in the Periodic Reports, one of our products is STREAK VISUAL AMMUNITION™ which enables shooters
to see the path of the bullets fired by them. We refer to the technology used by our STREAK VISUAL AMMUNITION™ as one-way
luminescent or O.W.L. Technology™. We hold the exclusive worldwide sales and distribution rights for the patented technology
used by our STREAK VISUAL AMMUNITION™ via our license agreement with ULL. We pay ULL a royalty based on our product sales
incorporating this patented technology.
Finally,
as previously disclosed in the Periodic Reports, we have been using our O.W.L. Technology™ to compete for military contracts
in part because we believe the glow of STREAK VISUAL AMMUNITION™ not being visible to the target (which is unlike conventional
tracers) is important to the military and law enforcement.
Although
we believe the above disclosure has made clear that our license with ULL allows us to use the Hybrid Luminescence Ammunition Technology
for all purposes, including military purposes, we are filing this Current Report on Form 8-K for the sole purpose of clarifying
that military use is allowed pursuant to that certain Amended and Restated Exclusive License Agreement between ATI and ULL which
was dated as of November 16, 2017 and effective as of January 1, 2018 (the “A&R License Agreement”). The A&R
License Agreement expires on January 1, 2022 and is renewable in the Company’s sole discretion for successive four (4) year
periods provided the Company is not in breach of the A&R License Agreement. The foregoing description of the A&R License
Agreement is not complete and is qualified in its entirety by reference to the full text of the A&R License Agreement, which
is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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AMMO,
INC.
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Dated:
March 26, 2021
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By:
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/s/
Robert D. Wiley
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Robert
D. Wiley
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Chief
Financial Officer
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