UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMMO, INC.
(Name
of Issuer)
Common Stock, par value $0.001 per share
(Title
of Class of Securities)
00175J107
(CUSIP
Number)
Steven
F. Urvan
c/o
Ammo, Inc.
7681 E.
Gray Rd.
Scottsdale, AZ
85260
(480)
947-0001
Copies
to:
Brian
A. Teras, Esq
Arnall
Golden Gregory LLP
171
17th
Street, Suite 2100
Atlanta, GA
30363
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
April 30, 2021
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
[ ]
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act
(however, see the
Notes).
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1
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NAME OF
REPORTING PERSON
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Steven
F. Urvan
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
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(a)
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(b)
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS*
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OO
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
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[ ]
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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7
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SOLE
VOTING POWER
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NUMBER
OF
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SHARES
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8
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
BY
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0
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EACH
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9
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SOLE
DISPOSITIVE POWER
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REPORTING
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PERSON
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14,500,000
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WITH
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10
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SHARED
DISPOSITIVE POWER
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0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
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18,500,000
(1)
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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[ ]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.84(2)
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14
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TYPE OF
REPORTING PERSON (See Instructions)
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IN
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1.
Consists
of 18,500,000 shares of common stock of the Issuer held directly by
Mr. Urvan.
2.
Percentage
of class based on 93,260,607 total outstanding shares of common
stock of the Issuer as of April 30, 2021.
Item 1 Security and Issuer.
The
statement (“Statement”) relates to shares of common
stock, par value $0.001 per share (the “Common Stock”),
of Ammo, Inc., a Delaware corporation (the “Issuer”).
The principal executive office of the Issuer is located at 7681 E.
Gray Rd., Scottsdale, AZ 85260.
Item 2 Identity and Background.
The
Statement is being filed by Mr. Steven F. Urvan (“Mr.
Urvan”). Mr. Urvan’s present principal occupation or
employment is serving as Chief Strategy Officer of the Issuer. Mr.
Urvan is a United States citizen. The business address of Mr. Urvan
is c/o Ammo, Inc., 7681 E. Gray Rd., Scottsdale, AZ
85260.
During
the last five years Mr. Urvan has not (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which proceeding he was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3 Source and Amount of Funds or Other
Consideration.
Mr.
Urvan acquired the reported 18,500,000 shares of Common Stock
pursuant to an Agreement and Plan of Merger, dated as of April 30,
2021 (the “Merger Agreement”), by and among Mr. Urvan,
Gemini Direct Investments, LLC (“Gemini”), the Issuer
and SpeedLight Group I, LLC (“Merger Sub”), whereby
Merger Sub merged (the “Merger”) with and into Gemini,
with Merger Sub surviving the merger as a wholly owned subsidiary
of the Issuer. Pursuant to the Merger Agreement, the Issuer
acquired from Mr. Urvan 100% of the equity of Gemini which owns
100% of the Gunrboker.com business (the
“Acquisition”).
As
consideration for the Acquisition, on April 30, 2021, (i) the
Issuer assumed an aggregate amount of indebtedness of Gemini and
its subsidiaries equal to $50,000,000; and, (ii) the issued and
outstanding membership interests in Gemini, held by Mr. Urvan,
automatically converted into the right to receive (A) $50,000,000,
and (B) 20,000,000 shares of Common Stock (the “Stock
Consideration”) of the Issuer, $0.001 par value per
share. The Stock Consideration consisted of: (a) 14,500,000 shares
issued without being held in escrow or requiring prior stockholder
approval (the “Initial Shares”); (b) 4,000,000 shares
issued subject to a Pledge and Escrow Agreement as described below
(the “Pledged Securities”); and (c) 1,500,000 shares
that will not be issued unless and until the Issuer obtains
stockholder approval for the issuance (the “Additional
Securities”).
Item 4 Purpose of Transaction.
Mr.
Urvan does not have any current plans or proposals which relate to
or would result in: (a) the acquisition of additional securities of
the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer’s
business or corporate structure; (g) any change in the
Issuer’s charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the
Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to
cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class
of equity securities of the Issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the
Exchange Act; or (j) any action similar to any of those enumerated
above.
Item 5 Interest in Securities of the Issuer.
(a) As
of the date hereof, Mr. Urvan beneficially owns 18,500,000 shares
of the issued and outstanding Common Stock of the Issuer. Such
amount represents approximately 19.84% of the total of the issued
and outstanding shares of the Issuer’s Common Stock as of the
date hereof.
(b) Mr.
Urvan holds sole voting and dispositive power over the Initial
Shares. Pursuant to the Pledge and Escrow Agreement and the Company
Lock-Up Agreement (as described below), Mr. Urvan has sole voting
rights with respect to the Pledged Securities but may not sell or
transfer the Pledged Securities without the consent of the Issuer,
until such restrictions are removed pursuant to the terms of the
Pledge and Escrow Agreement and the Lock-Up Agreement.
(c)
Other than disclosed above, there were no transactions by Mr. Urvan
in the Issuer’s Common Stock during the last 60
days.
(d) No
other person is known to have the right to receive, or the power to
direct the receipt of, dividends from, or the proceeds from the
sale of, the securities of the Issuer owned by Mr.
Urvan.
(e) Not
applicable.
Item 6 Contracts, Agreements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pledge
and Escrow Agreement
On
April 30, 2021, in connection with the Merger Agreement, the Issuer
and Mr. Urvan entered into a Pledge and Escrow Agreement (the
“Pledge and Escrow Agreement”). In order to secure the
fulfilment of Mr. Urvan’s indemnification obligations set
forth in the Merger Agreement, Mr. Urvan agreed to irrevocably
pledge and grant to the Issuer a continuing lien and security
interest in and to the Pledged Securities. Mr. Urvan retained his
voting rights with regard to the Pledged Securities.
Company
Lock-Up Agreement
On
April 30, 2021, in connection with the Merger Agreement, the Issuer
and Mr. Urvan entered into a Lock-Up Agreement (the “Company
Lock-Up Agreement”), pursuant to which, until the Pledged
Securities are released in accordance with the terms of the Company
Lock-Up, the Pledged Securities shall not be sold or transferred by
Mr. Urvan without the prior written consent of the
Issuer.
Voting
Agreement
On
April 30, 2021, in connection with the Merger Agreement, the Issuer
and Mr. Urvan entered into a Voting Agreement (the “Voting
Agreement”), whereby for a period of six months following
April 30, 2021, Mr. Urvan: (i) agreed to vote in favor of approving
the implementation of a staggered board of directors at the next
annual meeting of the Issuer; (ii) will not vote any securities in
favor of, or consent to, and will vote the Stock Consideration to
which he has voting rights, to vote against and not consent to, the
approval of a proxy fight either individually or as part of a group
for Schedule 13D or 13G purposes that would result in one-third of
the current officers and one-third of the current directors being
replaced; and (iii) appointed the Issuer as his attorney-in-fact
and proxy with full power of substitution, for and in his name, to
vote in the manner contemplated by the Voting
Agreement.
Standstill
Agreement
On
April 30, 2021, in connection with the Merger Agreement, the Issuer
and Mr. Urvan entered into a Standstill Agreement (the
“Standstill Agreement”), whereby for a one-year period
(the “Standstill Period”), Mr. Urvan agreed not to,
among other things, make, effect, initiate, cause or participate in
(i) any acquisition of any securities of the Issuer or any
securities of any subsidiary or other affiliate or associate of the
Issuer if such acquisition would result in Mr. Uvan and his
affiliates and associates collectively beneficially owning
twenty-five percent (25%) or more of the then issued and
outstanding shares of common stock of the Issuer, (ii) any Company
Acquisition Transaction (as this term is defined in the Standstill
Agreement), or (iii) any “solicitation” of
“proxies” (as those terms are defined in Rule 14a-1 of
the General Rules and Regulations under the Exchange Act) or
consents with respect to any securities of the Issuer.
Investor
Rights Agreement
On
April 30, 2021, in connection with the Merger Agreement, the Issuer
and Mr. Urvan entered into an Investor Rights Agreement (the
“Investor Rights Agreement”). The Investor Rights
Agreement requires the Issuer to use its commercially reasonable
efforts to register 10 million shares of the Stock Consideration
for resale on a registration statement to be filed with the
Securities and Exchange Commission (the “SEC”), under
the Securities Act of 1933, as amended (the “Securities
Act”), within ninety (90) days following April 30, 2021. The
Issuer also agreed in the Investor Rights Agreement to provide Mr.
Urvan with demand registration rights in connection with the other
shares received by Mr. Urvan as part of the Stock Consideration,
including the Pledged Securities (to the extent released and
delivered to Mr. Urvan in accordance with the terms of the Merger
Agreement) and the Additional Securities (if issued in accordance
with the terms of the Merger Agreement).
Underwriter
Lock Up Agreement
As
previously announced, on March 12, 2021, the Issuer entered into an
underwriting agreement (the “Underwriting Agreement”)
with Roth Capital Partners, LLC and Alexander Capital, L.P., as
representatives of the several underwriters identified therein
(collectively, the “Underwriters”), relating to a firm
commitment public offering of 20,000,000 newly issued shares of our
common stock at a public offering price of $5.00 per share.
Pursuant to the Underwriting Agreement, subject to certain
exceptions, the Issuer agreed not to issue any shares of Common
Stock without the consent of the Underwriters for ninety (90) days
following March 12, 2021. Prior to issuing the Stock Consideration,
the Issuer sought and obtained the Underwriters’ consent to
the issuance. As a condition to the consent, the Underwriters
required and Mr. Urvan agreed to execute a lock up agreement
preventing Mr. Urvan from, subject to certain exceptions, selling
any of the shares constituting the Stock Consideration until June
10, 2021.
Item 7 Material to be Filed as Exhibits.
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Exhibit Number
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Description
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Date:
May 10, 2021
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/s/ Steven F.
Urvan
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Steven F. Urvan
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