UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment
No. 1)
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)
November 9, 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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20,010,000
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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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20,010,000
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WITH
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10
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SHARED
DISPOSITIVE POWER
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
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20,010,000
(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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17.38%(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 20,010,000 shares of common stock of the Issuer held directly by
Mr. Urvan.
2.
Percentage
of class based on 115,113,016 total outstanding shares of common
stock of the Issuer as reported in the Issuer’s Form 10-Q
filed on November 15, 2021.
This
Amendment No. 1 amends and supplements the Schedule 13D filed by
Steven F. Urvan (“Mr. Urvan”) on May 10, 2021 (the
“Schedule 13D”). Each Item below amends and supplements
the information disclosed under the corresponding Item of the
Schedule 13D. Unless otherwise indicated herein, capitalized terms
used but not defined in this Amendment No. 1 shall have the same
meaning herein as are ascribed to such terms in the Schedule 13D.
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.
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 20,000,000 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 of the Issuer, $0.001 par
value per share (the “Stock Consideration”). 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 whose
issuance was contingent upon stockholder approval for the issuance
(the “Additional Securities”). The issuance of the
Additional Securities was approved at the Issuer’s 2021
Annual Meeting of Shareholders and were issued on November 9, 2021
in accordance with the terms of the Merger Agreement.
Further,
on October 5, 2021, the Issuer granted Mr. Urvan 10,000 shares of
restricted Common Stock of the Issuer. The restricted shares were
issued as compensation for Mr. Urvan’s service as a member of
the Board of Directors of the Issuer.
Item 4 Purpose of Transaction.
Mr.
Urvan intends to participate in and influence the affairs of the
Issuer through the exercise of voting rights with respect to shares
of the Issuer’s common stock. In additional, Mr. Urvan will
influence the affairs of the Issuer in his capacity as Chief
Strategy Officer and as a member of the Board of Directors. Mr.
Urvan intends to review the performance of his investments and
consider or explore a variety of alternatives, including with
limitation, the acquisition of additional securities of the Issuer,
or the disposition of securities of the Issuer.
Mr.
Urvan does not have any current plans or proposals which relate to
or would result in: (a) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (b) a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries;
(c) 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; (d) any material change in the present capitalization or
dividend policy of the Issuer; (e) any other material change in the
Issuer’s business or corporate structure; (f) 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; (g) 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; (h) 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 (i) 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 20,010,000 shares
(the “Shares”) of the issued and outstanding
Common Stock of the Issuer. Such amount represents approximately
17.38% 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 and the Additional Securities. 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”) containing the terms previously disclosed on the
Schedule 13D. The Voting Agreement terminated on October 30, 2021
in accordance with its terms.
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 required the Issuer to use its commercially reasonable
efforts to register 10 million shares of the Stock Consideration
(the “Registration Shares”) 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. On July 29, 2021, the Issuer
filed a registration statement on Form S-3 with the SEC registering
the Registration Shares as required by the terms of the Investor
Rights Agreement.
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.
Item 7 Material to be Filed as Exhibits.
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Exhibit Number
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Description
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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:
November 30, 2021
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/s/
Steven F. Urvan
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Steven
F. Urvan
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