Outdoor Holding (POWWP) updates ammo business sale with pro forma results

Rhea-AI Filing Summary

Outdoor Holding Company filed an amended current report to add detailed unaudited pro forma financial information related to the previously completed sale of its ammunition manufacturing business. This amendment supplements an earlier report about the transaction by presenting a pro forma condensed consolidated balance sheet as of December 31, 2024 and pro forma statements of operations for the nine months ended December 31, 2024 and for the years ended March 31, 2024, 2023 and 2022. The company explains that these figures are for informational purposes only, showing how its results might have looked if the sale had occurred earlier, and are not projections of future performance. The amendment does not change any other disclosure and should be read together with the original report describing the ammunition manufacturing business sale.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 23, 2025 (April 18, 2025)

Outdoor Holding Company

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-13101	30-0957912
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
7681 E. Gray Road
Scottsdale, Arizona				85260
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 480 947-0001

Ammo, Inc.

(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
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value		POWWP		The Nasdaq Stock Market LLC

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. ☐

EXPLANATORY NOTE

On April 18, 2025, Outdoor Holding Company (the “Company”) filed with the U.S. Securities and Exchange Commission a Current Report on Form 8-K (the “Original Form 8-K”) in connection with the completion of the sale of the Company’s business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components (collectively, the “Ammunition Manufacturing Business Sale”). This Current Report on Form 8-K/A (this “Amendment”) amends the Original Form 8-K to provide the pro forma financial information required by Item 9.01(b) of Form 8-K.

The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. Such pro forma financial information does not purport to represent the actual results of operations that the Company would have achieved had it completed the Ammunition Manufacturing Business Sale prior to the periods presented in the pro forma financial information, and it is not intended as a projection of the future results of operations that the Company may achieve after the Ammunition Manufacturing Business Sale. No other amendments are being made to the Original Form 8-K by this Amendment. This Amendment should be read in conjunction with the Original Form 8-K, which provides a more complete description of the Ammunition Manufacturing Business Sale.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The Company’s unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 and unaudited pro forma condensed consolidated statements of operations for the nine months ended December 31, 2024 and for the years ended March 31, 2024, 2023 and 2022 are filed as Exhibit 99.2 hereto and are incorporated into this Item 9.01(b) by reference.

(d) Exhibits

Exhibit No.		Description of Exhibit
2.1**		Asset Purchase Agreement, dated January 20, 2025, by and among AMMO Technologies, Inc., Enlight Group II, LLC, Firelight Group I, LLC, AMMO, Inc. and Olin Winchester, LLC, as amended (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 18, 2025)**.
2.2		First Amendment to the Asset Purchase Agreement, dated April 18, 2025, by and among AMMO Technologies, Inc., Enlight Group II, LLC, Firelight Group I, LLC, AMMO, Inc. and Olin Winchester, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 18, 2025).
10.1		Consent and Second Amendment to Loan and Security Agreement, dated April 18, 2025 y and among AMMO, Inc. and Sunflower Banks, N.A. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 18, 2025).
99.1		Press Release, dated April 18, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on April 18, 2025).
99.2		Unaudited Pro Forma Condensed Consolidated Financial Statements
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

** Portions of Exhibit 2.1 have been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K and certain schedules, annexes or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K, but will be furnished supplementally to the SEC upon request.

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
Date:	September 23, 2025	By:	/s/ Paul J. Kasowski
			Paul J. Kasowski Chief Financial Officer

FAQ

What did Outdoor Holding Company (POWWP) change in this 8-K/A filing?

The company filed an amended current report to add unaudited pro forma condensed consolidated financial statements reflecting the impact of the completed sale of its ammunition manufacturing business.

What pro forma financial periods does Outdoor Holding Company include in this amendment?

The amendment includes an unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 and unaudited pro forma condensed consolidated statements of operations for the nine months ended December 31, 2024 and for the years ended March 31, 2024, 2023 and 2022.

What major transaction are the pro forma statements for Outdoor Holding Company based on?

The pro forma statements are based on the completed sale of the company’s business of designing, manufacturing, marketing, distributing and selling ammunition and ammunition components, referred to as the Ammunition Manufacturing Business Sale.

Are the pro forma financials in Outdoor Holding Company’s 8-K/A forecasts of future results?

No. The company states that the unaudited pro forma financial information is presented for informational purposes only, does not represent actual past results, and is not intended as a projection of future results after the ammunition business sale.

Does this 8-K/A amendment change any other terms of the ammunition business sale for Outdoor Holding Company?

No. The amendment only provides the required pro forma financial information and does not modify any other part of the original report describing the Ammunition Manufacturing Business Sale.

Which key exhibits are attached or incorporated in Outdoor Holding Company’s 8-K/A?

The filing references exhibits including the Asset Purchase Agreement and its first amendment, a consent and second amendment to a loan and security agreement, a press release dated April 18, 2025, and the unaudited pro forma condensed consolidated financial statements as Exhibit 99.2.