Current Report Filing (8-k)
September 06 2019 - 10:30AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): August 30, 2019
AMMO,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-13101
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83-1950534
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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7681
E. Gray Rd.
Scottsdale,
Arizona 85260
(Address
of principal executive offices)
480-947-0001
(Registrant’s
telephone number)
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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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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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. [ ]
AMMO,
INC.
Form
8-K
Current Report
ITEM
3.02
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Unregistered
Sale of Equity Securities
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On
August 30, 2019, Ammo, Inc. (“the Company”) completed the sale for $9,949,000 a total of 4,974,500 Units at $2.00
per Unit. Each Unit consisting of one share of our Common Stock and a five-year warrant to purchase one-half share of our Common
Stock at $2.40 per share. The Company accrued $1,142,795 of cash commissions and a fee payable in warrants of 541,140.
Exemption
from Registration. The shares of Common Stock referenced herein were issued in reliance upon the exemption from securities
registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended, (“Securities Act”),
and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following:
(a) each of the persons to whom the shares of Common Stock were issued (each such person, an “Investor”) confirmed
to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under
the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate
the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect
to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested
with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment
intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities
only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend
has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only
be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under
the Securities Act.
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.
Dated:
September 6, 2019
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AMMO,
INC.
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By:
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/s/
Fred W. Wagenhals
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Fred
W. Wagenhals
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Chief
Executive Officer
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