2024 Q4 - Annual Report

FORM10-K ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Forthe fiscal year endedMarch 31, 2024 or TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Forthe transition period from ________ to ________ Commission file number001-13101 AMMO,Inc. (ExactName of Registrant as Specified in its Charter) Delaware83-1950534State or other jurisdictionof incorporation or organization(I.R.S.IdentificationNo.) 7681E Gray Road, Scottsdale, AZ 85260(Addressof principal executive offices) (Zip Code) Registrant’stelephone number including area code:(480) 947-0001 Securitiesregistered pursuant to Section 12(b) of the Act: Titleof each class CommonStock, $0.001 par value8.75%Series A Cumulative Redeemable PerpetualPreferred Stock, $0.001 par value TheNasdaq Stock Market LLCTheNasdaq Stock Market LLC Securitiesregistered pursuant to Section 12(g) of the Act:None Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicateby check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicateby check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicateby check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrantwas required to submit such files). Yes☒No☐ Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Acceleratedfiler☒Smallerreporting company☐Emerginggrowth company☐ Largeaccelerated filer☐Non-acceleratedfiler☐ Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicateby check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicateby check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No Theaggregate market value of the common stock of the registrant by non-affiliates as of the last business day of the registrant’smostrecently completed second fiscal quarter (September 30, 2023) was $179,118,089. Asof June 10, 2024, there were 119,181,067shares outstanding of the registrant’s common stock. DOCUMENTSINCORPORATED BY REFERENCE PartIII incorporates information by reference from the definitive proxy statement for the registrant’s 2024 Annual Meeting ofStockholdersto be filed within 120 days after the end of the registrant’s fiscal year. TABLEOF CONTENTS ITEM1:BUSINESS4ITEM1A:RISK FACTORS11ITEM1B:UNRESOLVED STAFF COMMENTS26ITEM 1C:CYBERSECURITY26ITEM2:PROPERTIES27ITEM3:LEGAL PROCEEDINGS28ITEM4:MINE SAFETY DISCLOSURE28 ITEM5:MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDPURCHASES OF EQUITY SECURITIES28ITEM6:RESERVED30ITEM7:MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATION30ITEM7A:QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK42ITEM8:FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA42ITEM9:CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE42ITEM9A:CONTROLS AND PROCEDURES43ITEM9B:OTHER INFORMATION47ITEM9C:DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS47 ITEM10:DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE48ITEM11:EXECUTIVE COMPENSATION48ITEM12:SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND R