10-K: Outdoor Holding Company Reports Steep Losses Amid Strategic Shift and Governance Challenges

Sentiment:

Annual Report 16 June 2025 5:31 PM

Outdoor Holding Company, formerly AMMO, Inc., reported a significant net loss and revenue decline in fiscal year 2025, driven by the divestiture of its Ammunition segment and substantial legal and professional expenses, while grappling with an ongoing SEC investigation and material weaknesses in internal controls.

Capital raiseThe company states it "may require additional capital to fund the planned expansion of our business and to respond to business opportunities, challenges, potential acquisitions, or unforeseen circumstances."It intends to continue to use "stock sales, bank financings, sales of equity and related-party notes" for longer-term funding needs, including capital expenditures, debt repayments, and any potential acquisitions.The failure to timely file periodic reports with the SEC "limits our access to the public markets to raise debt or equity capital" and "may also restrict our ability to raise capital through traditional private placements."The issuance of preferred stock is noted as "providing flexibility in connection with possible financings, acquisitions and other corporate purposes."As part of the Delaware Litigation settlement, the company issued a warrant to purchase 7.0 million shares of Common Stock and two unsecured promissory notes totaling $51.0 million, which represent new financial obligations and potential future equity dilution.The company has an option to prepay one of the promissory notes ($39.0 million) by issuing an Additional Warrant to purchase 13.0 million shares of Common Stock, subject to stockholder approval, indicating a potential future equity issuance.

Worse than expectedNet revenues from continuing operations decreased by 8.4% from $53.9 million in FY2024 to $49.4 million in FY2025, indicating a decline in core business performance.Net loss from continuing operations significantly widened from $(5.3) million in FY2024 to $(65.2) million in FY2025, reflecting a substantial deterioration in profitability.Adjusted EBITDA from continuing operations decreased by 36.3% from $24.0 million in FY2024 to $15.3 million in FY2025, indicating reduced operational efficiency.Working capital decreased dramatically from $100.6 million in FY2024 to $10.1 million in FY2025, signaling a significant weakening of the company's short-term liquidity.The company incurred a substantial loss from discontinued operations of $(65.6) million in FY2025, which included a $45.8 million impairment charge on the Ammunition segment, further impacting overall financial results.Operating expenses increased by approximately $49.9 million in FY2025, primarily due to a $29.1 million contingency for the Delaware Litigation and a $14.1 million increase in legal and professional fees related to various investigations and litigation, contributing heavily to the net loss.

Summary

Outdoor Holding Company completed the sale of its Ammunition segment to Olin Winchester, LLC on April 18, 2025, for a gross purchase price of $75.0 million, yielding net proceeds of approximately $42.9 million.
The company officially changed its name from AMMO, Inc. to Outdoor Holding Company on April 21, 2025, focusing solely on its GunBroker Marketplace business.
Net revenues from continuing operations (Marketplace segment) decreased by 8.4% to $49.4 million in fiscal year 2025, down from $53.9 million in fiscal year 2024.
The company reported a net loss from continuing operations of $(65.2) million for fiscal year 2025, a significant increase from a loss of $(5.3) million in fiscal year 2024.
Adjusted EBITDA from continuing operations declined by 36.3% to $15.3 million in fiscal year 2025, compared to $24.0 million in fiscal year 2024.
The total net loss attributable to common stock shareholders for fiscal year 2025 was $(133.9) million, a substantial increase from $(19.7) million in fiscal year 2024.
Loss from discontinued operations (Ammunition segment) was $(65.6) million in fiscal year 2025, including a $45.8 million impairment charge.
Cash and cash equivalents decreased by $25.4 million, from $55.6 million at March 31, 2024, to $30.2 million at March 31, 2025.
Working capital saw a dramatic reduction, from $100.6 million at March 31, 2024, to $10.1 million at March 31, 2025.
The company settled the Delaware Litigation with Steven F. Urvan, issuing a warrant to purchase 7.0 million shares of Common Stock (exercise price $1.81) and two unsecured promissory notes totaling $51.0 million ($12.0 million at 6.50% interest, $39.0 million at applicable federal rate) to an affiliated designee of Mr. Urvan.
An estimated liability of $29.1 million related to the Delaware Litigation was recorded in fiscal year 2025.
The company is subject to an ongoing SEC investigation concerning its accounting for share-based compensation, capitalization of share issuance costs, disclosure of perquisites, executive compensation, related party transactions, and Adjusted EBITDA calculation.
Management identified and continues to address material weaknesses in internal control over financial reporting, specifically in the control environment, information and communication, monitoring activities, and control activities (complex technical accounting, related party transactions, executive compensation, financial reporting, and segregation of duties).
Operating expenses increased by approximately $49.9 million in fiscal year 2025, primarily due to the Delaware Litigation contingency and a $14.1 million increase in legal and professional fees related to investigations and litigation.
The company faces a civil action (MN Action) alleging $100 million in damages for breach of contract, with a trial expected in January 2026.
The share repurchase program, which had $21.4 million unused, expired on February 6, 2025.

Sentiment

Score: 3

Explanation: The company faces severe financial deterioration with significant losses, declining revenue, and a drastic reduction in working capital. While strategic divestiture and litigation settlement resolve some issues, the ongoing SEC investigation, material weaknesses in internal controls, and substantial legal expenses present considerable risks and uncertainty, outweighing any positives.

Positives

Successful divestiture of the Ammunition segment, allowing the company to focus on its core GunBroker Marketplace business.
Settlement of the significant Delaware Litigation, resolving a major legal and financial overhang that included claims of up to $140 million.
Ongoing platform enhancements for the GunBroker Marketplace, including an enhanced shopping cart, improved checkout, Outdoor Analytics, GunBroker Advertising, a new homepage redesign, manufacturer rebates, Collectors Elite platform, and financing tools for sellers, aimed at improving user engagement and streamlining transactions.
Maintained strong brand recognition and customer loyalty within the outdoor and shooting sports market.
No outstanding balance on the Revolving Loan as of March 31, 2025, indicating no immediate draw on that facility.

Negatives

Net revenues from continuing operations decreased by 8.4% to $49.4 million in fiscal year 2025, indicating a decline in core business performance.
Reported a substantial net loss from continuing operations of $(65.2) million in fiscal year 2025, a significant deterioration from the $(5.3) million loss in the prior year.
Adjusted EBITDA from continuing operations decreased by 36.3% to $15.3 million in fiscal year 2025, reflecting reduced operational profitability.
Experienced a dramatic reduction in working capital, from $100.6 million at March 31, 2024, to $10.1 million at March 31, 2025, severely impacting liquidity.
Incurred a significant loss from discontinued operations of $(65.6) million in fiscal year 2025, which included a $45.8 million impairment charge on the Ammunition segment.
Operating expenses surged by approximately $49.9 million in fiscal year 2025, primarily due to a $29.1 million contingency for the Delaware Litigation and a $14.1 million increase in legal and professional fees related to various investigations and litigation.
The company has identified material weaknesses in its internal control over financial reporting, raising concerns about the reliability of financial statements and the risk of future misstatements.
An ongoing SEC investigation poses a significant regulatory and financial risk, with the SEC Staff likely to recommend an enforcement action.
The company has an ongoing civil action (MN Action) with alleged damages of $100 million, which could result in substantial liability.
The issuance of a warrant for 7.0 million shares and $51.0 million in unsecured promissory notes as part of the Delaware Litigation settlement introduces potential future dilution and increased debt obligations.
There are $0.1 million of unpaid accrued dividends on the Series A Preferred Stock as of March 31, 2025.

Risks

The company's ability to attract and retain an active and engaged community of buyers and sellers on its e-commerce platform is critical to its financial performance and growth.
Intense competition in the highly competitive and evolving e-commerce landscape for firearms, shooting sports, and outdoor gear may harm the business.
Breaches of information systems could adversely affect the company's reputation, disrupt operations, and result in increased costs and loss of sales.
The company is subject to stringent and evolving data privacy and security obligations, and failure to comply could lead to adverse business consequences.
A failure of the company's information technology systems or an interruption in their operation due to internal or external factors, including cyberattacks, could have a material adverse effect.
Reliance on third-party service providers for payments and financial services exposes the company to risks if these providers fail to perform adequately or terminate their relationships.
The company's third-party payments system may be susceptible to illegal uses, including money laundering, terrorist financing, and fraud, which could lead to legal action or suspension of services.
Changes to policies intended to protect buyers and sellers could increase costs and loss rates, and ineffective management of such programs can harm the company's reputation.
The company's performance is influenced by a variety of economic, social, and political factors, including consumer discretionary spending and legislative changes related to firearms.
Inability to protect intellectual property may lead to a loss of competitive advantage or substantial litigation costs.
Ongoing legal proceedings, including the MN Action, could cause unforeseen expenses and divert management attention.
Seasonality and unseasonable weather conditions may cause operating results to vary from quarter to quarter.
The matters relating to the restatement of financial statements have required, and may continue to require, significant management time and resources, adversely affecting business operations.
The company is and may continue to be subject to litigation, regulatory proceedings, and government enforcement actions arising from the restatement and related matters, which could result in significant judgments, settlements, penalties, and legal expenses.
Substantial costs are expected in connection with remediation efforts following the restatement, which could adversely affect results of operations.
The company may be required to indemnify current and former directors, officers, and employees in connection with litigation, resulting in significant legal expenses.
Adverse tax consequences may arise from historical share-based compensation practices, negatively impacting results of operations and financial condition.
Failure to timely file periodic reports with the SEC limits access to public markets for capital raises and could lead to negative consequences under existing credit agreements.
Reputational harm from the Special Committee Investigation, SEC Investigation, and restatement could make it more difficult to attract business opportunities, employees, and investors.
The restatement and related matters could cause increased volatility in the trading price of the company's securities.
Investors may view historical financial statements as less reliable following the restatement, adversely affecting access to capital markets and stock price.
Failure to develop or maintain an effective system of internal control over financial reporting could lead to inaccurate financial reporting or fraud.
Current and future government regulations, particularly those relating to the sale of firearms and ammunition, may negatively impact demand for products on the platform.
Changes in government policies and firearms legislation could adversely affect financial results.
Any adverse change to the interpretations of the Second Amendment (Right to Bear Arms) could impact the company's ability to conduct business.
Significant fluctuations in operating results are possible due to various factors beyond the company's control.
The company may not be able to secure additional financing on favorable terms, or at all, to meet future capital needs.
Charter documents and Delaware law contain provisions that could make it more difficult for a third party to acquire the company and discourage a takeover.
The Series A Preferred Stock ranks junior to all indebtedness and other liabilities, posing a risk in liquidation.
Future offerings of debt or senior equity securities may adversely affect the market price of the Series A Preferred Stock.
The company may not be able to pay dividends on the Series A Preferred Stock if it has insufficient cash.
The Series A Preferred Stock has not been rated, and a future rating could adversely affect its market price.
The company has the option to redeem the Series A Preferred Stock, which could be exercised if market conditions allow for lower-cost financing.
Holders of Series A Preferred Stock have extremely limited voting rights.
The Series A Preferred Stock is not convertible, meaning investors will not realize a corresponding upside if the common stock price increases.

Future Outlook

Outdoor Holding Company expects its existing working capital and cash flows from operations to be sufficient to fund operations for the next 12 months. For the longer term, the company intends to continue utilizing stock sales, bank financings, equity sales, and related-party notes for capital expenditures, debt repayments, and potential acquisitions. The company is committed to expanding its market share, brand recognition, and customer loyalty by enhancing the user experience and broadening its merchandise and service offerings, leveraging proprietary data to identify emerging market trends. It also plans to evaluate targeted investments and disciplined capital allocation. The company anticipates generative artificial intelligence (Gen AI) will significantly impact the future of e-commerce and is focused on identifying and utilizing appropriate AI technologies.

Management Comments

"Our vision is to expand the services on GunBroker and to become a peer to those in our industry."
"We believe the reduction in gross merchandise sales was a result of economic conditions and reduced discretionary spending among our customer base."
"Management's attention and resources have been, and may continue to be, diverted from the operation of our business as a result of the ongoing impact of the restatement, the Special Committee Investigation, the SEC Investigation, potential litigation, and efforts to remediate material weaknesses."
"We believe the foregoing efforts [remediation initiatives], when fully implemented and operational, will effectively remediate the material weaknesses described above and strengthen our internal control over financial reporting."
"Our commitment to cybersecurity is a fundamental aspect of our operational strategy, ensuring the protection of our information assets, the continuity of our operations, and the trust of our stakeholders."

Industry Context

Outdoor Holding Company operates in a highly competitive and dynamic e-commerce market for firearms, shooting sports, and outdoor gear. The industry is characterized by competition from various channels, including other peer-to-peer marketplaces, e-commerce-enabled dealers, manufacturers with direct-to-consumer capabilities (e.g., Palmetto State Armory, Freedom Munitions), online auction platforms from traditional houses, and large brick-and-mortar retailers (e.g., Sportsman's Warehouse, Bass Pro Shops, Cabela's, Academy Sports). The demand for products is significantly influenced by consumer preferences, discretionary spending, and a complex, evolving regulatory environment concerning firearms and ammunition. The company notes that firearm purchases are normalizing from peaks experienced during the COVID-19 pandemic. Furthermore, the company anticipates that generative artificial intelligence (Gen AI) will have a substantial impact on the future of e-commerce, potentially altering consumer search and purchasing behaviors.

Comparison to Industry Standards

The company faces direct competition from other online platforms facilitating firearms transactions between individual users, including marketplaces and classified listings.
E-commerce-enabled dealers compete for traffic, price competitiveness, and fulfillment flexibility, often leveraging in-store pickup or localized promotions as advantages.
Manufacturers with direct-to-consumer capabilities, such as Palmetto State Armory, Ammunition Depot, Vista Outdoors, and Freedom Munitions, bypass intermediaries, manage pricing directly, and retain higher margins, posing competitive pressure.
Traditional firearms auction houses have established online platforms, expanding their reach and introducing new digital buying formats that compete with GunBroker.com's auction-style model.
Brick-and-mortar and big box retailers like Sportsman's Warehouse, Bass Pro Shops, Cabela's, and Academy Sports attract customers through incentives such as in-store pickup and no FFL transfer fees.
The company is limited in its ability to fully respond to competitor price discounting due to potential adverse relationships with its brick-and-mortar customers who may perceive themselves at a disadvantage.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer and Chairman of the Board	Jared Smith (CEO), Fred W. Wagenhals (Chairman)	Steven F. Urvan	May 30, 2025	Part of the Delaware Litigation Settlement Agreement.
Chief Executive Officer and Board Member	Jared Smith		May 30, 2025	Resignation as part of the Delaware Litigation Settlement Agreement.
Executive Chairman and Chairman of the Board	Fred W. Wagenhals		April 4, 2025	Resignation.
Vice President of Sales	Anthony Tate		March 31, 2025	Position eliminated as a result of the Ammunition Divestiture.
Executive Officer	Robert D. Wiley		September 19, 2024	Executive Separation Agreement.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Internal Control Weaknesses	Management concluded that material weaknesses exist in internal control over financial reporting, specifically in the control environment, information and communication, monitoring activities, and control activities (complex technical accounting, related party transactions, executive compensation, financial reporting, and segregation of duties).	March 31, 2025	These deficiencies create an increased risk of material misstatement of financial results and could harm reputation and investor confidence.
Remediation Initiatives	Implementation of new policies, procedures, and controls, including executive communications reinforcing compliance, organizational enhancements (hiring CFO, VP of Accounting), improved practices for significant transactions, a new Related Party Transactions Policy (June 2024), a new Perquisites Policy (May 2025), establishment of a formal Disclosure Committee (June 2024), and implementation of a new accounting system.	Ongoing, with specific dates for policy implementations	Aimed at addressing identified material weaknesses and strengthening the overall financial control environment, though full effectiveness is yet to be achieved.
Director Liability Limitation	Certificate of Incorporation provides that directors are not personally liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by Delaware law, with specific exceptions (duty of loyalty, bad faith, illegal acts, improper personal benefit).	As amended through April 21, 2025	Restricts the company's and stockholders' rights to recover monetary damages against directors for certain breaches, potentially discouraging lawsuits.
Indemnification Rights	The Corporation indemnifies, advances expenses, and holds harmless directors and officers to the fullest extent permitted by Delaware law, including contractual indemnification obligations under employment agreements.	Ongoing	Could result in substantial expenditures for the company to cover legal costs, settlements, or judgments, potentially discouraging lawsuits against directors and officers.
Exclusive Forum Provision	Certificate of Incorporation designates the Court of Chancery in the State of Delaware as the sole and exclusive forum for certain stockholder actions, including derivative actions and claims of breach of fiduciary duty.	As amended through April 21, 2025	May discourage claims or limit stockholders' ability to submit claims in a judicial forum they find favorable and could create additional costs if the provision is deemed inapplicable.
Anti-Takeover Provisions	Provisions include authorized but unissued capital stock (common and preferred), undesignated preferred stock (Board can fix powers/rights without stockholder vote), no cumulative voting, special stockholder meetings callable only by specific officers or majority stockholders, Board's power to alter bylaws, and applicability of Delaware Section 203 business combination provisions.	Ongoing	May delay, defer, or discourage hostile takeovers or changes in control, potentially limiting the price investors might be willing to pay for common stock and impeding stockholders' ability to replace management.
Related Party Transaction Policy	A new policy was implemented to proactively identify transactions and improve disclosures.	June 2024	Aims to enhance transparency and compliance regarding dealings with related parties.
Perquisites Policy	A new policy was implemented to better define disclosure requirements, identification, training, and employee compliance for perquisites.	May 2025	Aims to improve accuracy and transparency in executive compensation disclosures.
Disclosure Committee Establishment	A formal disclosure committee was established, including key members of management, responsible for disclosure information for SEC periodic reports.	June 2024	Aims to enhance the completeness and accuracy of disclosures and improve internal communication regarding financial reporting.

Legal Proceedings

**Delaware Litigation**: Lawsuits filed by Steven F. Urvan against the Company and certain directors/employees, and a separate lawsuit by the Company against Mr. Urvan, concerning the acquisition of GunBroker.com. Claims included fraudulent inducement, unjust enrichment, Arizona Securities Act violations, fraud, and breach of indemnification. The lawsuits were consolidated in September 2023. The litigation was settled on May 21, 2025, and dismissed with prejudice on June 3, 2025. The settlement involved the issuance of a warrant for 7.0 million shares of Common Stock and two unsecured promissory notes totaling $51.0 million to an affiliated designee of Mr. Urvan.
**Books and Records Action**: A separate action initiated by Steven F. Urvan in December 2023 to inspect certain company books and records. This action was dismissed on June 9, 2025.
**MN Action**: A civil action filed on January 18, 2024, by Innovative Computer Professionals, Inc. (DCP) against Outdoors Online, LLC d/b/a GunBroker.com for breach of contract, alleging $100 million in damages. The company denies the allegations and plans to vigorously defend the claims. The matter is expected to be scheduled for trial in January 2026.
**Triton Settlement**: On June 24, 2024, the company entered into a Confidential Settlement Agreement and Mutual General Release with Triton Value Partners, LLC and others, resolving prior litigation. The company paid $8.0 million to an escrow agent, and a portion of pledged securities (2,857,143 shares) were cancelled as part of the settlement.

Related Party Transactions

**Promissory Notes Payable to JSC**: A $180,850 outstanding principal balance on Amended Note B (from a 2020 settlement with JSC, a related party) was fully repaid during the fiscal year ended March 31, 2024.
**Advisory Committee Shares**: The company issued 45,000 shares valued at $245,250 in FY2023 and 25,000 shares valued at $43,240 in FY2024 to advisory committee members for their services.
**Letter of Credit with Northern Trust**: A $1.6 million letter of credit for collateral related to a judgment against GunBroker.com was extended until July 26, 2025. Per the merger agreement, Mr. Urvan is required to pay or be liable for these losses.
**Triton Settlement Agreement Payment**: The company paid $8.0 million to an escrow agent for the Triton Settlement. A $4.8 million receivable was recorded and reclassified to treasury stock upon Mr. Urvan's transfer of shares related to the settlement payment.
**Gemini Accounts Receivable**: As of March 31, 2025 and 2024, $201,646 was included in accounts receivable from entities owned by Mr. Urvan, a related party through the acquisition of Gemini.
**Transactions Involving Chris Larson**: Chris Larson, a former executive officer and later contractor, received undisclosed payments totaling $814,863 from a third-party vendor providing services to the company from January 2022 through March 2024. Additionally, Larson Building, wholly owned by Chris Larson's brother, received $14,584,805 from the company in fiscal year 2023 for the construction of the Manitowoc manufacturing facility.
**Delaware Litigation Settlement**: The settlement involved the issuance of a warrant to purchase 7.0 million shares of Common Stock and two unsecured promissory notes totaling $51.0 million to an affiliated designee of Steven F. Urvan, who is now the CEO and Chairman of the Board.

Stakeholder Impact

**Shareholders**: Face significant financial losses, potential dilution from warrants issued in the settlement, and increased stock price volatility due to the restatement and ongoing SEC investigation. Common stock dividends are not anticipated in the foreseeable future. Preferred shareholders have cumulative dividend rights, but payment depends on the company's financial condition.
**Employees**: Experienced management changes, including the resignation of the former CEO and VP of Sales, and the appointment of a new CEO. Remediation efforts for internal control weaknesses may impact work processes. The company emphasizes attracting and retaining talent.
**Customers (Buyers and Sellers on GunBroker)**: Benefit from ongoing platform enhancements aimed at improving user experience, streamlining transactions, and providing value-added services. However, demand for products is susceptible to economic conditions and evolving regulatory changes.
**Creditors**: The company's liabilities have increased significantly due to the promissory notes issued in the Delaware Litigation settlement. The revolving loan commitment has been reduced to zero, requiring new collateral for future availability. Existing debt covenants may restrict dividend payments.
**Regulatory Authorities (SEC, ATF)**: The company is under an ongoing SEC investigation, indicating scrutiny of its financial reporting and governance. The company's operations are highly regulated by the ATF and other federal/state laws, requiring continuous compliance efforts.

Next Steps

Continue to operate and expand the online GunBroker Marketplace business.
Implement further platform enhancements to improve user engagement and streamline transactions.
Leverage proprietary data to identify emerging market trends and refine the business model.
Evaluate targeted investments and disciplined capital allocation for future growth.
Actively continue remediation efforts to address identified material weaknesses in internal control over financial reporting.
Monitor and vigorously defend against the ongoing MN Action lawsuit, with a trial expected in January 2026.
Continue to cooperate with and evaluate the status of the SEC Investigation and any potential resolution negotiations.
Make annual prepayments of $2.95 million on the newly issued promissory notes, starting May 30, 2026.
Seek stockholder approval for the issuance of the Additional Warrant and Additional Warrant Shares if the option to prepay Note 2 with equity is exercised.

Key Dates

Date	Description
March 31, 2020	Start of the performance graph period for common stock comparison.
April 30, 2021	Merger Agreement for the acquisition of GunBroker.com business.
May 18, 2021	Certificate of Designations for the 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock filed.
May 21, 2021	Dividends on Series A Preferred Stock are credited as having accrued since this date.
October 14, 2021	Entered into a Construction Loan Agreement with Hiawatha National Bank.
February 8, 2022	Board of Directors authorized a share repurchase program for up to $30.0 million of common stock.
November 3, 2022	Entered into a Settlement Agreement with Steven F. Urvan and Susan T. Lokey.
November 21, 2022	Amendment to the Settlement Agreement with Steven F. Urvan and Susan T. Lokey.
March 28, 2023	Board of Directors authorized the extension of the share repurchase program until February 2024.
April 30, 2023	Steve Urvan filed suit against the Company in the Delaware Court of Chancery (Delaware Litigation).
May 15, 2023	Dividend declaration date for Series A Preferred Stock.
August 1, 2023	Company filed a separate lawsuit against Mr. Urvan in the Delaware Court.
August 15, 2023	Dividend declaration date for Series A Preferred Stock.
September 11, 2023	The Delaware Court consolidated the Company's lawsuit against Mr. Urvan with Mr. Urvan's lawsuit (Delaware Litigation).
September 30, 2023	First quarterly installment of 25,000 stock options vested for the Chief Executive Officer.
November 15, 2023	Dividend declaration date for Series A Preferred Stock.
December 6, 2023	Steve Urvan initiated a separate action to inspect certain books and records (Books and Records Action).
December 29, 2023	Entered into a Loan and Security Agreement with Sunflower Bank, N.A. for a revolving loan.
January 8, 2024	Employment Agreement entered into with Paul Kasowski.
January 18, 2024	Innovative Computer Professionals, Inc. (DCP) filed a civil action against GunBroker.com (MN Action).
February 7, 2024	GunBroker.com removed the MN Action to the United States District Court for the District of Minnesota.
February 8, 2024	Board of Directors authorized the extension of the share repurchase program until February 2025.
February 14, 2024	GunBroker.com moved to dismiss the MN Action.
March 2024	Launched a multi-item cart and an integrated payment experience on the platform.
June 24, 2024	Entered into a Confidential Settlement Agreement and Mutual General Release with Triton Value Partners, LLC (Triton Settlement Agreement).
July 12, 2024	The $1.6 million letter of credit with Northern Trust was extended.
July 26, 2024	The $1.6 million certificate of deposit with Northern Trust for security on the letter of credit was extended.
August 8, 2024	Company paid $8.0 million to the escrow agent in connection with the Triton Settlement Agreement.
August 2024	Initial disclosure statements were exchanged in the MN Action.
September 2024	A Special Committee of the Board of Directors initiated an investigation into certain accounting procedures and internal controls.
September 19, 2024	Executive Separation Agreement entered into with Robert D. Wiley.
September 30, 2024	A stock certificate for 2,857,143 shares was sent to the transfer agent for cancellation as part of the Triton Settlement Agreement.
October 18, 2024	Addendum to Executive Separation Agreement entered into with Robert D. Wiley.
December 20, 2024	Board of Directors voted to pursue a settlement for the Delaware Litigation.
December 31, 2024	Amendment to Loan and Security Agreement entered into with Sunflower Bank, N.A.
January 20, 2025	Entered into an Asset Purchase Agreement with Olin Winchester, LLC to sell the Ammunition segment; the Ammunition segment met held for sale and discontinued operations accounting criteria.
February 6, 2025	The share repurchase program expired.
March 14, 2025	Executive Separation Agreement entered into with Anthony Tate, VP of Sales.
March 31, 2025	Fiscal year ended.
April 4, 2025	Fred W. Wagenhals resigned as Executive Chairman and Chairman of the Board.
April 8, 2025	Executive Separation Agreement entered into with Fred W. Wagenhals.
April 18, 2025	The Transaction to sell the Ammunition segment closed; the Construction Loan was paid in full; Consent and Second Amendment to the Sunflower Agreement was entered into.
April 21, 2025	Company changed its name from AMMO, Inc. to Outdoor Holding Company.
May 13, 2025	Third Amendment to Loan and Security Agreement entered into with Sunflower Bank, N.A.
May 20, 2025	Filed Amendment No. 2 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2024, to restate financial statements.
May 21, 2025	Entered into a Settlement Agreement for the Delaware Litigation; Executive Separation Agreement entered into with Jared Smith.
May 30, 2025	The Settlement Agreement became effective; Jared Smith resigned as CEO and Board member; Steven F. Urvan was appointed CEO and Chairman of the Board; a warrant for 7.0 million shares and two promissory notes ($12.0M, $39.0M) were issued.
June 3, 2025	Filed a Stipulation of Voluntary Dismissal With Prejudice to dismiss all claims in the Delaware Litigation.
June 6, 2025	Mr. Urvan and the Company filed a Stipulation and (Proposed) Order of Dismissal in the Books and Records Action.
June 9, 2025	The Books and Records Action was dismissed.
June 10, 2025	Reported 116,814,159 shares of common stock outstanding and a total of 81 employees.
June 16, 2025	Date of the Annual Report on Form 10-K filing.
July 26, 2025	Expiration date of the extended $1.6 million letter of credit with Northern Trust.
July 28, 2025	Expiration date of the extended $1.6 million certificate of deposit with Northern Trust.
November 30, 2025	Date on or after which the warrant issued in the settlement is exercisable at the holder's discretion.
January 2026	Expected trial date for the MN Action lawsuit.
May 18, 2026	Date on or after which the company may, at its option, redeem the Series A Preferred Stock.
May 30, 2026	First annual prepayment due date for the promissory notes issued in the settlement.
May 30, 2027	Date prior to which the holder may not request early repayment of Note 1 and Note 2.
December 29, 2026	Maturity Date of the Revolving Loan, at which time commitments terminate and all outstanding loans must be repaid.
October 14, 2026	Maturity date of the Hiawatha Note (Construction Loan).
May 30, 2035	Maturity date for Note 2 (10th anniversary of Settlement Effective Date).
May 30, 2037	Maturity date for Note 1 (12th anniversary of Settlement Effective Date).

Recommendation

sell

Keywords

Outdoor Holding Company, GunBroker, e-commerce, firearms, ammunition, SEC filing, 10-K, financial results, strategic divestiture, legal proceedings, corporate governance, internal controls, preferred stock, common stock, Nasdaq, marketplace, risk management, cybersecurity, regulatory compliance, share repurchase, capital structure

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