Item 1.01 - Entry into a Material Definitive Agreement.
On March 15, 2019, Enlight Group II, LLC ("Enlight"), a wholly owned subsidiary
of AMMO, Inc. (the "Company"), completed its acquisition of 100% of the assets
of Jagemann Stamping Company's ("JSC") ammunition casing, projectile
manufacturing and sales operations ("Jagemann Munition Components" or "JMC")
pursuant to the terms of the Amended and Restated Asset Purchase Agreement
("Amended APA") dated March 14, 2019, a copy of which was filed with the
Securities and Exchange Commission on March 18, 2019, and is incorporated herein
by reference. In accordance with the terms of the Amended APA, Enlight paid to
JSC a combination of $7,000,000 in cash, $10,400,000 delivered in the form of a
Promissory Note ("Seller Note"), and 4,750,000 shares of the Company's common
stock. Pursuant to the Amended APA, Enlight acquired JSC's munition and casing
division assets (including equipment and intellectual property), and continued
the operations at JSC's Wisconsin facilities.
On June 26, 2020, the Company, Enlight and JSC entered into a Settlement
Agreement pursuant to which the parties mutually agreed to settle all disputes
and mutually release each other from liabilities related to the Amended APA
occurring prior to June 26, 2020 (the "Settlement Agreement"). Pursuant to the
Settlement Agreement, the Company shall pay JSC $1,269,977 and shall provide JSC
with: (i) two new promissory notes, a note of $5,803,800 related to the Seller
Note and note of $2,635,797 for inventory and services, both with a maturity
date of August 15, 2021 ("Notes"), (ii) general business security agreements
granting JSC a security interest in all personal property of the Company.
Pursuant to the Notes, the Company is obligated to make monthly payments
totaling $204,295 to JSC. In addition, the Notes have a mandatory prepayment
provision that comes into effect if the Company conducts a publicly registered
offering (an "Offering"). Pursuant to such provision, the Company: (a) upon the
closing of an Offering of less than $10,000,000 would be obligated to pay the
lesser of ninety percent (90%) of the Offering proceeds or seventy (70%) of the
then aggregate outstanding balance of the Notes; and (b) upon the closing of an
Offering of more than $10,000,000 would be obligated to pay one hundred percent
(100%) of the then aggregate outstanding balance of the Notes. The Company was
granted an option to repurchase up to 1,000,000 of the shares of the Company's
common stock issued to JSC under the Amended APA at a price of $1.50 per share
through April 1, 2021 so long as there are no defaults under the Settlement
Agreement.
The foregoing summary of the Settlement Agreement and ancillary agreements is
not complete and is qualified in its entirety by reference to the full text of
the Settlement Agreement and ancillary agreements, a copy of which shall filed
as exhibits to our Form 10-K for the year ended March 31, 2020.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in response to Item 1.01 of this report is incorporated
by reference into this Item 2.03.
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