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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): September 10, 2025
Outdoor
Holding Company
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-13101 |
|
30-0957912 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
7681
E. Gray Rd.
Scottsdale,
Arizona 85260
(Address
of principal executive offices)
(480)
947-0001
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
POWW |
|
The
Nasdaq Stock Market LLC (Nasdaq Capital Market) |
| 8.75%
Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value |
|
POWWP |
|
The
Nasdaq Stock Market LLC (Nasdaq Capital Market) |
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. ☐
| Item
5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Resignation
of Executive Vice President and Secretary
On
September 10, 2025, Tod Wagenhals, who serves as the Executive Vice President and Secretary of Outdoor Holding Company (the “Company”),
delivered notice to the Board of Directors of the Company (the “Board”) of his resignation from his position
as the Secretary of the Company, effective immediately, and as the Executive Vice President of the Company, to be effective December
31, 2025 (the “Separation Date”). In connection with Mr. Wagenhals’ resignation as the Secretary of the
Company, the Board appointed Jordan Christensen, the Company’s Chief Legal Officer, to the position of Secretary of the Company,
effective immediately, to serve in such position in addition to his duties as Chief Legal Officer of the Company.
Entry
into Separation Agreement
On
September 16, 2025 (the “Execution Date”), in connection with Mr. Wagenhals’s resignation, the Company
and Mr. Wagenhals entered into an Executive Separation Agreement (the “Separation Agreement”). The Separation
Agreement contemplates Mr. Wagenhals’s separation from his role as Executive Vice President on the Separation Date. Pursuant to
the Separation Agreement, Mr. Wagenhals will be entitled to receive certain separation benefits (collectively, the “Separation
Compensation”), consisting of: (i) an aggregate cash separation payment (the “Cash Severance Payment”)
equal to $230,000 (an amount equal to 12 months of Mr. Wagenhals’s annual base salary), which Cash Severance Payment will be paid
on the Company’s first payroll date that occurs within a 15-day period following the Separation Date; (ii) reimbursement for all
reimbursable business expenses due to Mr. Wagenhals; and (iii) a lump sum payment equal to the cash value of Wagenhals’s accrued
and unused vacation, personal and other paid time-off balance as of the Separation Date. Provided that Mr. Wagenhals is eligible for
and timely elects continuation coverage under the Company’s health plan pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1986, as amended (“COBRA”), the Company agreed to pay the applicable COBRA premiums for a period of
one month for Mr. Wagenhals and his family at the coverage levels in effect as of the Separation Date.
As
consideration for the Separation Compensation, Mr. Wagenhals agreed to, among other things, a general release of claims in favor of the
Company and to comply with customary confidentiality and non-disparagement covenants following his resignation. Mr. Wagenhals’s
right to receive the Separation Compensation is contingent upon his timely execution, return, and non-revocation of a reaffirmation of
the release of claims (the “Reaffirmation”), which Reaffirmation includes a general release of claims in favor
of the Company with respect to the period between the Execution Date and the Separation Date.
The
foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Executive Separation Agreement, dated September 16, 2025, by and between Outdoor Holding Company and Tod Wagenhals. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
OUTDOOR
HOLDING COMPANY |
| |
|
|
| Dated:
September 16, 2025 |
By: |
/s/
[Paul J. Kasowski] |
| |
|
Paul
J. Kasowski |
| |
|
Chief
Financial Officer |
