Outdoor Holding (NASDAQ: POWWP) issues 13M-share warrant ends $39M note

Rhea-AI Filing Summary

Outdoor Holding Company used a stock-based option to eliminate a large debt tied to a prior settlement. Under a May 2025 settlement agreement, the company had issued an unsecured promissory note with a principal amount of $39.0 million bearing 4.62% annual interest, with a possible 2.00% increase during an event of default.

The note allowed the company, any time before May 30, 2026, to fully prepay the outstanding principal and accrued interest by issuing a warrant to purchase 13.0 million shares of common stock, subject to stockholder approval under Nasdaq Listing Rule 5635. Stockholders approved this issuance at the 2025 annual meeting held on August 29, 2025.

On September 17, 2025, the independent and disinterested board members approved exercising this prepayment option, and the company issued the warrant to GDI Air III LLC, an affiliate of Steven F. Urvan. As a result, all obligations under the $39.0 million note have been satisfied in full.

Insights

Capital structure and governance analyst

Outdoor Holding exchanged a $39M note for a large equity warrant, trading debt obligations for potential future dilution.

The company originally issued a $39.0 million unsecured promissory note under a settlement effective on May 30, 2025, with interest at 4.62% per year and a possible 2.00% step-up during default. The note included a prepayment option allowing full satisfaction of principal and accrued interest by issuing a warrant to purchase 13.0 million common shares, contingent on stockholder approval under Nasdaq Listing Rule 5635.

Stockholders approved the warrant issuance at the annual meeting on August 29, 2025, and on September 17, 2025 the independent and disinterested directors approved exercising the prepayment option. The warrant was issued to GDI Air III LLC, an affiliate of Steven F. Urvan, and the note obligations were fully satisfied. This replaces a sizable fixed-income liability with a contingent equity claim, and the eventual impact will depend on if and when the warrant is exercised and at what share price.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What did Outdoor Holding Company (POWWP) announce in this Form 8-K?

Outdoor Holding Company reported that its independent and disinterested board members approved exercising a prepayment option on a settlement-related note, and the company issued a warrant to purchase 13.0 million common shares, fully satisfying all obligations under a $39.0 million unsecured promissory note.

How large was the promissory note Outdoor Holding Company satisfied?

The unsecured promissory note issued under the settlement agreement had a principal amount of $39.0 million and bore interest at 4.62% per annum, with a potential 2.00% increase during an event of default.

What are the key terms of the warrant issued by Outdoor Holding Company?

The warrant allows the holder to purchase 13.0 million shares of Outdoor Holding Company common stock, par value $0.001 per share, and was issued as consideration when the company exercised its option to prepay the $39.0 million note in full.

Who received the warrant from Outdoor Holding Company?

The warrant was issued to GDI Air III LLC, an affiliated designee of Steven F. Urvan, in connection with the previously disclosed settlement agreement among the company, a subsidiary, Mr. Urvan, and certain former board members.

When did shareholders approve the warrant and Warrant Shares for Outdoor Holding Company?

Stockholders approved the issuance of the warrant and the related Warrant Shares pursuant to Nasdaq Listing Rule 5635 at the companys 2025 Annual Meeting of Stockholders held on August 29, 2025.

When did Outdoor Holding Company exercise the prepayment option on the note?

On September 17, 2025, the independent and disinterested members of the board approved exercise of the prepayment option, and the company issued the warrant, thereby satisfying all obligations under the $39.0 million note.

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Accepted by SEC EDGAR 09/22/2025 - 06:06 AM Learn about SEC filing dates

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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 17, 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 3.02. Unregistered Sales of Equity Securities.

To the extent required, the information set forth in Item 8.01 of this Current Report on Form 8-K relating to the issuance of the Warrant (defined below) and the Warrant Shares (defined below) is incorporated by reference into this Item 3.02. The issuance of the Warrant was, and the issuance of the Warrant Shares will be, undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.

Item 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025 (as amended on June 2, 2025), on May 21, 2025, Outdoor Holding Company (the “Company”) entered into a settlement agreement (the “Settlement Agreement”), by and among the Company, Speedlight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Steven F. Urvan, and certain former members of the Board of Directors of the Company, which Settlement Agreement became effective at 5:00 p.m. Eastern Time on May 30, 2025, pursuant to its terms (the “Settlement Effective Date”).

Pursuant to the Settlement Agreement, on the Settlement Effective Date, the Company issued to GDI Air III LLC, an affiliated designee of Mr. Urvan (the “Urvan Designee”), among other things, an unsecured promissory note in a principal amount of $39.0 million (the “Note”), which bears interest at 4.62% per annum (subject to a 2.00% increase during an event of default). Pursuant to the terms of the Note, the Company has the option (the “Prepayment Option”), at any time prior to May 30, 2026, to prepay all, but not less than all, of the then-outstanding principal amount of the Note and accrued and unpaid interest thereon in exchange for the issuance of a warrant to purchase 13.0 million shares (the “Warrant”) of common stock, par value $0.001 per share, of the Company (the “Warrant Shares”), subject to the Company first obtaining stockholder approval of the issuance of the Warrant and the Warrant Shares pursuant to Nasdaq Listing Rule 5635. At the Company’s 2025 Annual Meeting of Stockholders held on August 29, 2025, the Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635, the issuance of the Warrant and the Warrant Shares.

On September 17, 2025, the independent and disinterested members of the Board approved the exercise of the Prepayment Option and the Company issued the Warrant to the Urvan Designee. As a result of the issuance of the Warrant, all obligations under the Note have been satisfied in full.

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 22, 2025	By:	/s/ Paul J. Kasowski
		Paul J. Kasowski
		Chief Financial Officer