Scottsdale, Arizona, Sept. 02, 2025 (GLOBE NEWSWIRE) -- Outdoor Holding Company (NASDAQ: POWW/POWWP) (“we,” “us,” “our” or the “Company”), the owner of GunBroker.com, the largest online marketplace for firearms, hunting and related products, today announced that it successfully held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on August 29, 2025 and, as a result, regained compliance with Nasdaq Listing Rule 5620(a). At the Annual Meeting, stockholders approved all matters presented for a v ...

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for Outdoor Holding Company, including the balance sheets, statements of operations, shareholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, discontinued operations, and other financial disclosures for the period ended June 30, 2025 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a decrease in total assets from **$297.3 million** to **$269.5 million** and a significant reduction in total liabilities from **$75.3 million** to **$47.0 million** between March 31, 2025, and June 30, 2025. Shareholders' equity slightly increased to **$222.5 million** Table: Condensed Consolidated Balance Sheets | Metric | June 30, 2025 (Unaudited) | March 31, 2025 | | :-------------------------------- | :------------------------ | :------------- | | **ASSETS** | | | | Cash and cash equivalents | $63,363,812 | $30,227,796 | | Total Current Assets | $74,486,175 | $72,148,138 | | Total Assets | $269,467,322 | $297,329,629 | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Total Current Liabilities | $22,725,627 | $62,092,917 | | Total Liabilities | $46,961,667 | $75,303,066 | | Total Shareholders' Equity | $222,505,655 | $222,026,563 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended June 30, 2025, the company reported a net loss attributable to common stock shareholders of **$7.2 million**, a significant improvement from **$15.5 million** in the prior year. Net revenues slightly decreased, but the loss from continuing operations was nearly halved due to the absence of a large income tax provision seen in 2024 Table: Condensed Consolidated Statements of Operations | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | | Net revenues | $11,857,376 | $12,281,991 | | Gross Profit | $10,334,978 | $10,537,201 | | Loss from Operations | $(6,010,675) | $(6,235,365) | | Net loss from continuing operations | $(5,862,693) | $(11,997,025) | | Net loss attributable to common stock shareholders | $(7,232,459) | $(15,534,107) | | Total basic loss per share of common stock | $(0.06) | $(0.13) | | Total diluted loss per share of common stock | $(0.06) | $(0.13) | [Condensed Consolidated Statements of Shareholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders'%20Equity) Shareholders' equity increased slightly from **$222.0 million** at March 31, 2025, to **$222.5 million** at June 30, 2025, primarily driven by increases in additional paid-in capital from stock-based compensation and warrants issued for legal settlement, partially offset by net loss and preferred stock dividends Table: Condensed Consolidated Statements of Shareholders' Equity | Metric | March 31, 2025 | June 30, 2025 | | :-------------------------------- | :------------- | :------------- | | Preferred Stock Par Value | $1,400 | $1,400 | | Common Shares Par Value | $116,816 | $117,113 | | Additional Paid-In Capital | $434,335,782 | $442,047,037 | | Accumulated Deficit | $(203,862,034) | $(211,094,494) | | Treasury Stock | $(8,565,401) | $(8,565,401) | | Total Shareholders' Equity | $222,026,563 | $222,505,655 | **Changes during Q1 2025:** * Stock based compensation: **$787,399** increase in Additional Paid-In Capital * Warrants issued for legal settlement: **$7,094,926** increase in Additional Paid-In Capital * Net loss: **$(6,458,327)** decrease in Accumulated Deficit * Preferred stock dividends: **$(638,022)** decrease in Accumulated Deficit [Condensed Consolidated Statements of Cash Flow](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flow) Cash and cash equivalents significantly increased by **$33.1 million** to **$63.4 million** at June 30, 2025, primarily driven by **$42.9 million** in proceeds from the sale of the Ammunition business, partially offset by net cash used in operating activities (**$6.7 million**) and financing activities (**$0.8 million**) Table: Cash Flow Activity | Cash Flow Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Net cash provided by/(used in) operating activities | $(6,673,464) | $889,653 | | Net cash provided by/(used in) investing activities | $42,057,105 | $(802,396) | | Net cash used in financing activities | $(809,222) | $(2,821,709) | | Net cash used in discontinued operations | $(1,438,403) | $(2,097,419) | | Net increase/(decrease) in cash | $33,136,016 | $(4,831,871) | | Cash, end of period | $63,363,812 | $50,754,570 | - Sale of ammunition business assets generated **$42,946,905** in cash from investing activities for the three months ended June 30, 2025[17](index=17&type=chunk) Table: Non-cash investing and financing activities (Q2 2025) | Activity | Amount | | :---------------------------------------------------- | :------------- | | Issuance of notes payable - related party in DE Litigation settlement | $51,000,000 | | Discount on notes payable - related party in DE Litigation settlement | $(28,891,590) | | Warrant issued for legal settlement - related party in DE Litigation settlement | $7,094,926 | | Dividends accumulated on preferred stock | $136,111 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements, covering the company's organization, significant accounting policies, discontinued operations, capital structure, related party transactions, and contingencies [NOTE 1 – ORGANIZATION AND BUSINESS ACTIVITY](index=8&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20BUSINESS%20ACTIVITY) Outdoor Holding Company, formerly AMMO, Inc., transitioned from a dual-segment business (Ammunition and Marketplace) to solely operating its GunBroker e-commerce Marketplace after selling its Ammunition manufacturing business in April 2025 - Company changed its name from AMMO, Inc. to **Outdoor Holding Company** on April 21, 2025[24](index=24&type=chunk) - The company sold its Ammunition manufacturing business in April 2025, transitioning to focus solely on the **GunBroker e-commerce Marketplace** segment[23](index=23&type=chunk) - The Marketplace segment, GunBroker, supports the lawful sale of firearms, ammunition, and hunting/shooting accessories, connecting buyers with sellers and federally licensed firearm dealers[22](index=22&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=8&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's key accounting policies, including principles of consolidation, U.S. GAAP basis, use of estimates, and specific treatments for discontinued operations, goodwill, accounts receivable, cash, long-lived assets, revenue recognition, leases, and stock-based compensation, also mentioning the adoption of ASU 2023-09 for income tax disclosures - The company's Ammunition segment was classified as held for sale and its results are presented as **discontinued operations** for all periods, following the sale completion on April 18, 2025[33](index=33&type=chunk) - Revenue is generated from marketplace fees (listing, final value, compliance, advertising, shipping) and recognized when performance obligations are satisfied, typically at the point of transaction processing or service delivery[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - The company is evaluating the impact of **ASU 2023-09**, 'Improvements to Income Tax Disclosures,' effective for annual periods beginning after December 15, 2024[59](index=59&type=chunk) [NOTE 3 – INCOME (LOSS) PER COMMON SHARE](index=13&type=section&id=NOTE%203%20%E2%80%93%20INCOME%20%28LOSS%29%20PER%20COMMON%20SHARE) Basic and diluted loss per share from continuing operations improved to **$(0.06)** for the three months ended June 30, 2025, from **$(0.11)** in the prior year. A significant number of common stock options, non-vested stock awards, and warrants were excluded from diluted EPS calculation due to their anti-dilutive effect Table: Income (Loss) Per Common Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Net loss from continuing operations | $(5,862,693) | $(11,997,025) | | Net loss attributable to common stockholders | $(7,232,459) | $(15,534,107) | | Basic loss per share (Continuing operations) | $(0.06) | $(0.11) | | Diluted loss per share (Continuing operations) | $(0.06) | $(0.11) | | Weighted average shares outstanding (Basic/Diluted) | 116,841,148 | 119,105,502 | Table: Shares Excluded from Diluted Net Loss Per Share | Instrument | 2025 | 2024 | | :---------------------------------------------------- | :------- | :--------- | | Common stock options | 400,000 | 200,000 | | Non-vested stock awards | - | 1,032,191 | | Warrants | 8,720,345 | 1,731,370 | | Total shares excluded | 9,120,345 | 2,963,561 | [NOTE 4- DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE](index=14&type=section&id=NOTE%204-%20DISCONTINUED%20OPERATIONS%20AND%20ASSETS%20HELD%20FOR%20SALE) The Ammunition segment was sold to Olin Winchester, LLC on April 18, 2025, for approximately **$42.9 million** net proceeds. The segment's operations for the three months ended June 30, 2025 (April 1-18) resulted in a net loss of **$0.6 million**, a significant reduction from **$2.8 million** in the prior year, reflecting the divestiture - The Ammunition Manufacturing Business was sold to Olin Winchester, LLC for a gross purchase price of **$75.0 million**, with net proceeds of approximately **$42.9 million** after adjustments. The transaction closed on April 18, 2025[66](index=66&type=chunk) Table: Financial Information of Discontinued Operations (Ammunition Segment) | Metric | Three Months Ended June 30, 2025 (April 1-18) | Three Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------------ | :------------------------------- | | Net revenues | $752,762 | $18,671,559 | | Gross profit | $(846,440) | $(759,900) | | Loss from operations | $(1,178,865) | $(4,172,829) | | Loss from discontinued operations, net of tax | $(595,634) | $(2,762,950) | Table: Ammunition Segment Assets and Liabilities (March 31, 2025) | Category | Amount | | :-------------------------------- | :------------- | | Total assets of discontinued operations | $57,890,362 | | Total liabilities of discontinued operations | $16,644,998 | [NOTE 5 – SUPPLEMENTAL BALANCE SHEET INFORMATION](index=15&type=section&id=NOTE%205%20%E2%80%93%20SUPPLEMENTAL%20BALANCE%20SHEET%20INFORMATION) This note provides detailed breakdowns of accounts receivable, property and equipment, and accrued liabilities. Net accounts receivable decreased to **$8.9 million**, while net property and equipment increased to **$6.9 million**. Accrued liabilities significantly decreased to **$5.7 million**, primarily due to the resolution of an accrued contingency Table: Accounts Receivable, Net | Metric | June 30, 2025 | March 31, 2025 | | :------------------------ | :------------ | :------------- | | Accounts receivable | $12,544,721 | $13,994,499 | | Less: allowance for credit losses | $(3,596,273) | $(3,805,488) | | Accounts receivable, net | $8,948,448 | $10,189,011 | Table: Net Property and Equipment | Metric | June 30, 2025 | March 31, 2025 | | :----------------------- | :------------ | :------------- | | Total property and equipment | $11,238,698 | $10,562,538 | | Less accumulated depreciation | $(4,352,985) | $(4,084,854) | | Net property and equipment | $6,885,713 | $6,477,684 | Depreciation expense for the three months ended June 30, 2025, was **$479,663**, up from **$315,445** in 2024 Table: Accrued Liabilities | Metric | June 30, 2025 | March 31, 2025 | | :------------------ | :------------ | :------------- | | Accrued bonus program | $627,017 | $1,831,250 | | Accrued professional fees | $1,977,999 | $4,682,183 | | Accrued contingency | — | $29,067,229 | | Accrued liabilities | $5,708,093 | $37,413,636 | [NOTE 6 – LEASES](index=17&type=section&id=NOTE%206%20%E2%80%93%20LEASES) The company leases office space under operating leases, with a weighted average remaining lease term of **3.0 years** and a discount rate of **10.0%** as of June 30, 2025. Total lease expense for the three months ended June 30, 2025, was **$149,659** - Consolidated lease expense for the three months ended June 30, 2025, was **$149,659**, including **$135,734** of operating lease expense[77](index=77&type=chunk) - As of June 30, 2025, the weighted average remaining lease term for operating leases was **3.0 years**, and the weighted average discount rate was **10.0%**[78](index=78&type=chunk) Table: Future Minimum Lease Payments (as of June 30, 2025) | Years Ended March 31, | Amount | | :-------------------- | :------------- | | 2026 | $412,507 | | 2027 | $564,681 | | 2028 | $360,055 | | 2029 | $242,595 | | Total Lease Payments | $1,579,838 | | Present Value of Lease Liabilities | $1,357,412 | [NOTE 7 – PREFERRED STOCK](index=17&type=section&id=NOTE%207%20%E2%80%93%20PREFERRED%20STOCK) The company has Series A Cumulative Redeemable Perpetual Preferred Stock with an **8.75%** annual dividend rate, payable quarterly. Dividends paid for the quarter ended June 30, 2025, totaled **$765,625**, with **$136,111** accumulated as of that date - Series A Preferred Stock has an **8.75%** annual cumulative cash dividend rate (**$2.1875** per year), payable quarterly[80](index=80&type=chunk) - The Series A Preferred Stock is generally not redeemable by the Company prior to May 18, 2026, except under specific change of control or de-listing events[81](index=81&type=chunk) Table: Preferred Stock Dividends Paid | Period | Dividend Amount (2025) | Per Share Amount (2025) | Dividend Amount (2024) | Per Share Amount (2024) | | :----------------------------- | :--------------------- | :---------------------- | :--------------------- | :---------------------- | | March 15 - June 14 | $765,625 | $0.54687500 | $782,634 | $0.55902778 | Preferred dividends accumulated as of June 30, 2025, were **$136,111** [NOTE 8 – CAPITAL STOCK](index=18&type=section&id=NOTE%208%20%E2%80%93%20CAPITAL%20STOCK) The company has **200 million** authorized common shares. The 2017 Equity Incentive Plan has **1.8 million** shares available. As of June 30, 2025, **8.7 million** warrants were outstanding, including **7.0 million** issued in May 2025 as part of a legal settlement. Stock options are fully vested, and no unvested stock awards remain - The company has **200,000,000** authorized shares of common stock with a par value of **$0.001** per share[84](index=84&type=chunk) - As of June 30, 2025, there were **1,797,164** shares available to be issued under the 2017 Equity Incentive Plan[85](index=85&type=chunk) Table: Warrants Outstanding at June 30, 2025 | Metric | Value | | :-------------------------- | :-------- | | Number of Shares | 8,720,345 | | Weighted Average Exercise Price | $1.85 | | Weighted Average Life Remaining (Years) | 4.04 | Includes **7,000,000** warrants issued on May 30, 2025, at an exercise price of **$1.81** with a 5-year term, as part of a legal settlement - Stock options to purchase **400,000** shares were fully vested on May 30, 2025, upon the former CEO's separation agreement. No unrecognized compensation expense remains for unvested stock options or stock awards as of June 30, 2025[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) [NOTE 9 – GOODWILL AND INTANGIBLE ASSETS](index=20&type=section&id=NOTE%209%20%E2%80%93%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) Goodwill remained stable at **$90.9 million**. Net intangible assets decreased to **$95.9 million** from **$98.9 million** due to amortization. Amortization expense for the three months ended June 30, 2025, was **$3.0 million** - Goodwill carrying value remained at **$90,870,094** as of June 30, 2025, and March 31, 2025[90](index=90&type=chunk) - Amortization expense for intangible assets was **$3,030,358** for the three months ended June 30, 2025, compared to **$3,201,411** in the prior year[90](index=90&type=chunk) Table: Intangible Assets (Net) | Asset Type | June 30, 2025 | March 31, 2025 | | :-------------------- | :------------ | :------------- | | Tradename | $76,532,389 | $76,532,389 | | Customer List | $65,252,802 | $65,252,802 | | Intellectual Property | $4,224,442 | $4,224,442 | | Other Intangible Assets | $357,747 | $357,747 | | Gross Intangibles Assets | $146,367,380 | $146,367,380 | | Accumulated Amortization | $(50,505,971) | $(47,475,613) | | Net Intangible Assets | $95,861,409 | $98,891,767 | [NOTE 10 – SEGMENTS](index=22&type=section&id=NOTE%2010%20%E2%80%93%20SEGMENTS) The company's Chief Operating Decision Maker (CODM) assesses performance and allocates resources based on consolidated EBITDA. For the three months ended June 30, 2025, consolidated EBITDA was a loss of **$2.5 million**, an improvement from a **$2.9 million** loss in the prior year - The CODM (Chief Executive Officer) reviews consolidated EBITDA to analyze performance and allocate resources[92](index=92&type=chunk) Table: Consolidated EBITDA | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net revenues | $11,857,376 | $12,281,991 | | Cost of revenues | $1,522,398 | $1,744,790 | | Selling and marketing | $56,531 | $83,404 | | Corporate and administrative | $7,337,936 | $8,632,953 | | Employee salaries and related expenses | $5,441,165 | $4,710,406 | | Consolidated EBITDA | $(2,500,654) | $(2,889,562) | [NOTE 11 – INCOME TAXES](index=22&type=section&id=NOTE%2011%20%E2%80%93%20INCOME%20TAXES) The effective tax rate for the three months ended June 30, 2025, was **0.0%** due to a full valuation allowance against U.S. federal and state deferred tax assets, indicating that the company concluded it is more likely than not that these assets will not be realized - The income tax provision effective tax rate was **0.0%** for the three months ended June 30, 2025, compared to **(99.0%)** for the same period in 2024[94](index=94&type=chunk) - The **0.0%** effective tax rate in 2025 was primarily due to recording a full valuation allowance against U.S. federal and state deferred tax assets, as it was concluded that the net deferred tax assets are more likely than not to not be realized[94](index=94&type=chunk) [NOTE 12 – RELATED PARTY TRANSACTIONS](index=22&type=section&id=NOTE%2012%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) Related party transactions include **$201,646** in accounts receivable from entities owned by Mr. Urvan. As part of the Delaware Litigation settlement, the company issued a warrant to purchase **7.0 million** common shares and two unsecured promissory notes totaling **$51.0 million** to an affiliated designee of Mr. Urvan - Accounts receivable from entities owned by Mr. Urvan (Chairman and CEO) totaled **$201,646** as of June 30, 2025, and March 31, 2025[96](index=96&type=chunk) - A warrant to purchase **7.0 million** shares of common stock at an exercise price of **$1.81** with a 5-year term was issued to an affiliated designee of Mr. Urvan as partial consideration for the Delaware Litigation settlement. The warrant was valued at **$7,094,926**[97](index=97&type=chunk)[100](index=100&type=chunk) - Two unsecured promissory notes were issued to an affiliated designee of Mr. Urvan: Note 1 for **$12.0 million** (**6.50%** interest, due May 2037) and Note 2 for **$39.0 million** (**4.62%** interest, due May 2035). Both notes require annual prepayments and were recorded at fair value with significant debt discounts[101](index=101&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk)[107](index=107&type=chunk) [NOTE 13 – REVOLVING LOAN](index=26&type=section&id=NOTE%2013%20%E2%80%93%20REVOLVING%20LOAN) The company's revolving loan agreement with Sunflower Bank was amended in April and May 2025. The Second Amendment reduced the available amount to zero dollars and released collateral upon the Ammunition Manufacturing Business sale. As of June 30, 2025, there was no outstanding balance on the Revolving Loan - The Loan and Security Agreement with Sunflower Bank, N.A. (Revolving Loan) was amended on April 18, 2025, to reduce the available amount to **zero dollars** and release collateral upon the sale of the Ammunition Manufacturing Business[112](index=112&type=chunk) - A Third Amendment on May 13, 2025, updated company name definitions within the agreement[114](index=114&type=chunk) - As of June 30, 2025, the company did not have an outstanding balance on the Revolving Loan[114](index=114&type=chunk) [NOTE 14 – CONTINGENCIES](index=26&type=section&id=NOTE%2014%20%E2%80%93%20CONTINGENCIES) The Delaware Litigation was settled on May 30, 2025, involving the issuance of warrants and promissory notes to a related party. The MN Action, a breach of contract lawsuit seeking **$100 million** in damages, is ongoing with a trial expected in 2026. The company also faces an inestimable loss contingency from an ongoing SEC investigation into various accounting and disclosure practices - The Delaware Litigation, involving claims by and against Mr. Urvan related to the GunBroker.com acquisition, was settled on May 30, 2025, with all claims dismissed. The settlement included the issuance of a warrant and two unsecured promissory notes to an affiliate of Mr. Urvan[121](index=121&type=chunk) - The MN Action, a breach of contract lawsuit filed by Digital Cash Processing against GunBroker.com, alleges **$100 million** in damages. The company denies the allegations and expects the matter to be scheduled for trial in 2026[122](index=122&type=chunk) - The company is subject to an ongoing SEC investigation concerning valuation of share-based compensation, capitalization of share issuance costs, disclosure of perquisites and executive compensation, related party transactions, and Adjusted EBITDA calculation. The potential loss is currently inestimable[123](index=123&type=chunk) [SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=29&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section highlights that the document contains forward-looking statements based on management's current beliefs and expectations, which are subject to inherent uncertainties, risks, and changes in circumstances. Readers are cautioned not to rely on these statements, and the company does not undertake to update them unless required by law - Forward-looking statements relate to estimated or anticipated results, future events, business strategy, operating results, cash flow, and other non-historical facts[127](index=127&type=chunk) - These statements are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of the company's control[128](index=128&type=chunk) - The company does not undertake any obligation to update or revise forward-looking statements, except as required by law[129](index=129&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION](index=30&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATION) This section provides management's perspective on the company's financial condition, results of operations, and liquidity for the three months ended June 30, 2025, covering the transition to a single Marketplace segment, the impact of the Delaware Litigation settlement, and key financial performance metrics [Overview](index=30&type=section&id=Overview) Outdoor Holding Company operates the GunBroker Marketplace, a leading online platform for firearms and shooting sports, generating revenue from marketplace fees. Key strategic initiatives for fiscal year 2026 include enhancing payment processing, share repurchases, business streamlining, and platform user experience improvements - Outdoor Holding Company owns the GunBroker Marketplace, an online platform for firearms and shooting sports, serving over **8.5 million** users and facilitating compliance through **32,000** federally licensed firearms dealers[132](index=132&type=chunk) - Revenue is generated from marketplace fees, including listing, compliance, advertising, and shipping revenue[132](index=132&type=chunk) - Strategic initiatives for FY2026 include launching universal payment processing, repurchasing shares, streamlining the business to reduce costs, and implementing user enhancements to the platform[132](index=132&type=chunk) [Recent Developments](index=30&type=section&id=Recent%20Developments) The company completed the sale of its Ammunition segment on April 18, 2025, for approximately **$42.9 million** net proceeds, and subsequently changed its name to Outdoor Holding Company. The Delaware Litigation was settled on May 30, 2025, resulting in leadership changes, including Steven F. Urvan's appointment as CEO and Chairman, and the issuance of warrants and promissory notes as part of the settlement - The Ammunition segment was sold to Olin Winchester, LLC on April 18, 2025, for net proceeds of approximately **$42.9 million**, leading to its classification as discontinued operations[134](index=134&type=chunk)[135](index=135&type=chunk) - The company changed its name from AMMO, Inc. to **Outdoor Holding Company** on April 21, 2025[134](index=134&type=chunk) - The Delaware Litigation was settled on May 30, 2025, resulting in the appointment of **Steven F. Urvan** as CEO and Chairman of the Board, and the issuance of a warrant for **7.0 million** shares and two unsecured promissory notes totaling **$51.0 million** to an affiliated designee of Mr. Urvan[137](index=137&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Net revenues decreased by **3.5%** to **$11.9 million** for the three months ended June 30, 2025, primarily due to a decline in gross merchandise sales in the Marketplace. Gross margin improved to **87.2%** from **85.8%**. Operating expenses decreased by **$0.4 million**, largely due to a reduction in settlement contingencies and stock-based compensation, partially offset by increased employee salaries (including severance) and legal fees. The net loss from continuing operations significantly improved to **$(5.9) million** from **$(12.0) million** Table: Condensed Consolidated Statements of Operations (Continuing Operations) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Net revenues | $11,857,376 | $12,281,991 | | Cost of revenues | $1,522,398 | $1,744,790 | | Gross profit | $10,334,978 | $10,537,201 | | Operating expenses | $16,345,653 | $16,772,566 | | Loss from operations | $(6,010,675) | $(6,235,365) | | Net loss from continuing operations | $(5,862,693) | $(11,997,025) | Table: Adjusted EBITDA Reconciliation | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------------------------------ | :------------------------------- | :------------------------------- | | Net loss from continuing operations | $(5,862,693) | $(11,997,025) | | Provision for income taxes | — | $5,968,414 | | Depreciation and amortization | $3,510,021 | $3,345,804 | | Interest expense, net | $348,330 | $45,478 | | Stock based compensation | $787,826 | $1,436,038 | | Other income (expense), net | $(496,312) | $(252,232) | | Acquisitions and divestitures | $79,398 | — | | Special Committee Investigation and restatement | $1,304,908 | — | | SEC Investigation | $676,080 | $1,588,809 | | Delaware Litigation legal and professional fees | $1,354,864 | $679,119 | | Corporate restructuring costs | $1,435,693 | — | | Other nonrecurring expenses | — | $3,299,933 | | Adjusted EBITDA | $3,138,115 | $4,114,338 | - Net revenues decreased by **$0.4 million (3.5%)** YoY due to a decrease in gross merchandise sales from the Marketplace, partially offset by a minor increase in the take rate[148](index=148&type=chunk) - Gross margin increased to **87.2%** in Q2 2025 from **85.8%** in Q2 2024, driven by improved platform monetization and a higher mix of high-margin seller services[150](index=150&type=chunk) - Operating expenses decreased by approximately **$0.4 million**, primarily due to a **$3.2 million** reduction in settlement contingencies and a **$0.7 million** decrease in stock-based compensation, partially offset by a **$1.4 million** increase in severance costs and a **$1.9 million** increase in legal and professional fees[153](index=153&type=chunk) [Liquidity and Capital Resources](index=34&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and cash equivalents increased to **$63.4 million** as of June 30, 2025, primarily from **$42.9 million** in net proceeds from the Ammunition business sale. Working capital significantly improved to **$51.8 million**. The company expects existing working capital and cash flows to be adequate for the next 12 months, with ongoing funding from stock sales, bank financings, and related-party notes. The **$51.0 million** in promissory notes issued in the Delaware Litigation settlement require annual prepayments of **$2.95 million** starting May 2026. The revolving loan facility was reduced to zero and has no outstanding balance - Cash and cash equivalents increased by **$33.1 million** to **$63.4 million** as of June 30, 2025, primarily due to **$42.9 million** in net proceeds from the sale of the Ammunition manufacturing business[156](index=156&type=chunk) Table: Working Capital | Metric | June 30, 2025 | March 31, 2025 | | :-------------- | :------------ | :------------- | | Current assets | $74,486,175 | $72,148,138 | | Current liabilities | $22,725,627 | $62,092,917 | | Working Capital | $51,760,548 | $10,055,221 | - Net cash used in operations for Q2 2025 was **$6.7 million**, primarily due to reductions in accounts payable and accrued liabilities and increased prepaid expenses[158](index=158&type=chunk) - The company expects existing working capital and cash flows from operations to be adequate to fund operations over the next 12 months[163](index=163&type=chunk) - The **$51.0 million** aggregate principal amount of promissory notes issued in the Delaware Litigation settlement requires aggregate annual prepayments of **$2.95 million** beginning May 30, 2026[165](index=165&type=chunk) - The revolving loan facility with Sunflower Bank was reduced to **zero dollars** and had no outstanding balance as of June 30, 2025[170](index=170&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Of%20-Balance%20Sheet%20Arrangements) As of June 30, 2025, and March 31, 2025, the company did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on its financial condition or results of operations - The company did not have any off-balance sheet arrangements as of June 30, 2025, and March 31, 2025, that are material or reasonably likely to have a material effect on its financial condition or results of operations[171](index=171&type=chunk) [Critical Accounting Estimates](index=36&type=section&id=Critical%20Accounting%20Estimates) The company's critical accounting estimates, which require significant management judgment, remain consistent with those disclosed in the Annual Report on Form 10-K for the year ended March 31, 2025, with no material changes - There have been no material changes to the critical accounting policies disclosed in the Annual Report on Form 10-K for the year ended March 31, 2025[173](index=173&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=36&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) There have been no material changes to the quantitative and qualitative disclosures about market risk from those reported in the company's Annual Report on Form 10-K - There have been no material changes from the market risks disclosed in Part II, Item 7A of the Form 10-K[174](index=174&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=37&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to previously identified material weaknesses in internal control over financial reporting. The company is actively implementing remediation initiatives, including organizational enhancements, policy implementations, a new accounting system, and enhanced review procedures [Evaluation of Disclosure Controls and Procedures](index=37&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were not effective at a reasonable assurance level due to continuing material weaknesses. These weaknesses include issues in the control environment, complex technical accounting (stock compensation, warrants, convertible notes), related party transactions and executive compensation, financial reporting, and segregation of duties - As of June 30, 2025, disclosure controls and procedures were deemed **not effective** at a reasonable assurance level[176](index=176&type=chunk) - Material weaknesses identified include deficiencies in the control environment, information and communication, monitoring activities, complex technical accounting (stock compensation, warrants, convertible notes), related party transactions and executive compensation, financial reporting, and segregation of duties[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk) [Management's Remediation Initiatives for Existing Material Weaknesses](index=38&type=section&id=Management's%20Remediation%20Initiatives%20for%20Existing%20Material%20Weaknesses) The company has initiated and is focused on designing and implementing effective measures to strengthen internal controls. Remediation efforts include organizational enhancements (hiring a CFO and VP of Accounting), reinforcing compliance communications, improving processes for significant transactions, implementing related party transaction and perquisites policies, establishing a disclosure committee, implementing a new accounting system, and enhancing entity-wide review procedures - Remediation initiatives include organizational enhancements (hiring a CFO and VP of Accounting), executive communications to reinforce compliance, improved processes for significant and unusual transactions, and implementation of Related Party Transaction and Perquisites Policies[181](index=181&type=chunk)[182](index=182&type=chunk) - A formal disclosure committee was established in fiscal year 2025 to coordinate disclosures and ensure completeness and accuracy of information[182](index=182&type=chunk)[183](index=183&type=chunk) - Control activities remediation includes implementing a new accounting system for improved IT and automated controls, and enhancing existing entity-wide controls around financial reporting processes, including additional staff training and improved evidence of review[187](index=187&type=chunk) [Changes in Internal Control Over Financial Reporting](index=39&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) Other than the ongoing remediation activities described, there have been no material changes in the company's internal control over financial reporting during the three months ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025, other than the described remediation efforts[186](index=186&type=chunk) [PART II - OTHER INFORMATION](index=40&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=40&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section provides updates on legal proceedings, noting the settlement of the Delaware Litigation on May 30, 2025, and the ongoing MN Action, a breach of contract lawsuit against GunBroker.com seeking **$100 million** in damages, with a trial expected in 2026 - The Delaware Litigation was settled on May 30, 2025, with all claims dismissed, as partial consideration for which the company issued a warrant and two unsecured promissory notes to an affiliate of Mr. Urvan[189](index=189&type=chunk) - The MN Action, a civil action alleging breach of contract and seeking **$100 million** in damages against GunBroker.com, is ongoing, with the company denying allegations and expecting a trial in 2026[190](index=190&type=chunk) [ITEM 1A. RISK FACTORS](index=41&type=section&id=ITEM%201A.%20RISK%20FACTORS) There were no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended March 31, 2025 - No material changes to the risk factors disclosed in Part I, Item 1A of the Form 10-K for the year ended March 31, 2025[191](index=191&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=41&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities or use of proceeds to report during the period - None[192](index=192&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=41&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities to report during the period - None[193](index=193&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURE](index=41&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURE) This item is not applicable to the company's operations - Not applicable[194](index=194&type=chunk) [ITEM 5. OTHER INFORMATION](index=41&type=section&id=ITEM%205.%20OTHER%20INFORMATION) There was no other information to disclose under this item - None[195](index=195&type=chunk) [ITEM 6. EXHIBITS](index=42&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the Form 10-Q, including merger agreements, asset purchase agreements, corporate governance documents, warrant forms, executive separation agreements, loan amendments, and settlement agreements - The exhibits include various agreements such as the Asset Purchase Agreement for the Ammunition segment sale, forms of warrants and promissory notes related to the Delaware Litigation settlement, and amendments to the Loan and Security Agreement[197](index=197&type=chunk) - Also included are executive separation agreements and certifications pursuant to the Sarbanes-Oxley Act of 2002[197](index=197&type=chunk)[198](index=198&type=chunk) [SIGNATURES](index=44&type=section&id=SIGNATURES) The report is signed by Steven F. Urvan, Chief Executive Officer, and Paul Kasowski, Chief Financial Officer, on behalf of Outdoor Holding Company, certifying its submission in accordance with the Exchange Act of 1934 - The report was signed by **Steven F. Urvan**, Chief Executive Officer, and **Paul Kasowski**, Chief Financial Officer, on August 8, 2025[205](index=205&type=chunk)

Exhibit 99.1 Outdoor Holding Company Reports First Quarter Fiscal 2026 Financial Results SCOTTSDALE, Ariz., August 8, 2025 (GLOBE NEWSWIRE) — Outdoor Holding Company (Nasdaq: POWW, POWWP) ("OHC," "we," "us," "our" or the "Company"), the owner of GunBroker.com, the largest online marketplace for firearms, hunting and related products, today reported its financial results for its first fiscal quarter ended June 30, 2025. First Quarter Fiscal 2026 vs. First Quarter Fiscal 2025 Financial Highlights Operational ...

Core Viewpoint - Outdoor Holding Company is undergoing a strategic transformation focused on operational efficiency and growth in its e-commerce marketplace, GunBroker.com, following the sale of its ammunition division and corporate rebranding [4][30][33]. Financial Highlights - Net revenues for the first quarter of fiscal 2026 were $11.9 million, a slight decrease from $12.3 million in the prior year [5][6]. - Gross margin improved to 87.2%, up from 85.8% year-over-year, driven by better platform monetization and a higher mix of high-margin seller services [5][6]. - Operating expenses decreased by $0.4 million year-over-year, reflecting cost-reduction initiatives [5][6]. - The net loss from continuing operations narrowed to $5.9 million, compared to a net loss of $12.0 million in the prior year [6][8]. - Adjusted EBITDA was $3.1 million, down from $4.1 million in the previous year [6][8]. Operational Highlights - The company has seen an increase in active marketplace listings and registered user accounts, reaching 8.5 million [6][13]. - Platform upgrades included improvements in search functionality, seller programs, and buyer personalization algorithms, contributing to higher average order values [7][38]. - The company is focused on enhancing user experience and engagement to drive growth [39][42]. Strategic Initiatives - The company aims to launch universal payment processing to enhance transaction efficiency and increase gross merchandise value (GMV) [39]. - A disciplined capital allocation strategy is in place, focusing on organic growth and operational efficiency [9][30]. - The company expects to achieve a run rate of $25 million in Adjusted EBITDA within 18 months, even with flat revenue [37].

Part I [Business](index=4&type=section&id=ITEM%201.%20BUSINESS.) Outdoor Holding Company now exclusively operates GunBroker.com, an online marketplace for firearms and accessories, facing competition and extensive regulation after its ammunition segment sale - On January 20, 2025, the company agreed to sell its Ammunition Manufacturing Business for a gross price of **$75.0 million**, closing on April 18, 2025, with net proceeds of approximately **$42.9 million**, followed by a name change to Outdoor Holding Company[20](index=20&type=chunk) - The GunBroker.com marketplace is the company's sole continuing operation, with approximately **8.4 million** registered users and an average of **3.67 million** daily listings as of March 31, 2025[22](index=22&type=chunk) - The company implemented several platform enhancements in fiscal year 2025, including an enhanced shopping cart, improved auction checkout, and a redesigned homepage[23](index=23&type=chunk)[27](index=27&type=chunk) - The business operates in a highly regulated industry, requiring compliance with the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF), the National Firearms Act (NFA), and the Gun Control Act (GCA), among other federal, state, and local laws[37](index=37&type=chunk) - As of June 10, 2025, the company had **81** employees, with none represented by a union[32](index=32&type=chunk) [Risk Factors](index=9&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company identifies numerous business, legal, regulatory, and financial risks, including dependence on user retention, intense competition, cybersecurity threats, and material weaknesses in internal controls - Business performance is highly dependent on the ability to attract and retain an active community of buyers and sellers on the GunBroker platform[46](index=46&type=chunk) - The company faces substantial competition from peer-to-peer marketplaces, e-commerce dealers, direct-to-consumer manufacturers, and traditional auction houses with online platforms[51](index=51&type=chunk)[53](index=53&type=chunk) - The restatement of financial statements has led to significant costs, management diversion, and a pending SEC investigation into areas including share-based compensation accounting and executive compensation disclosure[93](index=93&type=chunk) - Management has concluded that there are material weaknesses in internal control over financial reporting related to the control environment, complex accounting, related-party transactions, and segregation of duties, increasing the risk of financial misstatement[104](index=104&type=chunk)[106](index=106&type=chunk) - The business is exposed to significant regulatory risk from federal, state, and local laws governing firearms and ammunition, which could change and adversely impact demand for products sold on the platform[110](index=110&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - The Series A Preferred Stock ranks junior to all company indebtedness and other liabilities, and its trading market may lack adequate liquidity[127](index=127&type=chunk)[129](index=129&type=chunk) [Unresolved Staff Comments](index=24&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports that it has no unresolved comments from the SEC staff - None[140](index=140&type=chunk) [Cybersecurity](index=24&type=section&id=ITEM%201C.%20CYBERSECURITY) The company's cybersecurity risk management is integrated into its overall risk framework and overseen by the Board of Directors, with an Information Security Program in place to protect data - The Board of Directors provides oversight for cybersecurity risk management, receiving reports from management and senior IT leadership[146](index=146&type=chunk)[148](index=148&type=chunk) - The company's Information Security Program is designed to protect personal and proprietary information and is periodically assessed against the NIST Cybersecurity Framework and PCI DSS[143](index=143&type=chunk)[145](index=145&type=chunk) - The company acknowledges experiencing cybersecurity incidents in the ordinary course of business but states they have not had a material adverse effect on the company to date[151](index=151&type=chunk) [Properties](index=25&type=section&id=ITEM%202.%20PROPERTIES) The company leases two primary facilities: its executive offices in Scottsdale, Arizona, and the GunBroker operations office in Atlanta, Georgia Leased Properties | Location | Size (sq ft) | Monthly Rent | Purpose | | :--- | :--- | :--- | :--- | | Scottsdale, AZ | ~21,000 | ~$25,000 | Principal executive, administration, marketing | | Atlanta, GA | 10,000 | ~$20,000 | GunBroker offices and operations | [Legal Proceedings](index=25&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company reports on several significant legal matters, including the settlement and dismissal of the Delaware Litigation and an ongoing breach of contract lawsuit seeking $100 million in damages - The Delaware Litigation, involving lawsuits between the company and Steve Urvan, was fully settled and dismissed with prejudice in June 2025[154](index=154&type=chunk) - The MN Action involves a breach of contract claim by Innovative Computer Professionals, Inc (DCP) against GunBroker.com, alleging **$100 million** in damages, with a trial expected in January 2026[157](index=157&type=chunk) [Mine Safety Disclosure](index=26&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURE) This item is not applicable to the company's operations - Not applicable[158](index=158&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=27&type=section&id=ITEM%205%3A%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on the Nasdaq under "POWW", with no common stock dividends ever paid, while a **$30.0 million** share repurchase program expired in February 2025 with **$8.6 million** utilized - The company's Common Stock is traded on the Nasdaq Capital Market under the symbol "POWW"[160](index=160&type=chunk) - No dividends have ever been declared or paid on Common Stock, but the company paid preferred dividends on its Series A Preferred Stock amounting to **$3.0 million** in each of the fiscal years 2025, 2024, and 2023[162](index=162&type=chunk) - A share repurchase program for up to **$30.0 million** of common stock expired on February 6, 2025, with **$8.6 million** used to repurchase approximately **4.8 million** shares, leaving **$21.4 million** unused at expiration[165](index=165&type=chunk)[166](index=166&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=29&type=section&id=ITEM%207%3A%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS.) The MD&A details the company's financial performance, focusing on continuing operations after the Ammunition segment divestiture, reporting a significant net loss and decreased liquidity due to litigation and increased legal fees - The company sold its Ammunition segment, which closed on April 18, 2025, for net proceeds of approximately **$42.9 million**, with the segment now reported as discontinued operations[175](index=175&type=chunk) - A major litigation with Steve Urvan was settled in May 2025, including issuing a warrant for **7.0 million** shares, a **$12.0 million** promissory note, and a **$39.0 million** promissory note, with Mr Urvan appointed CEO and Chairman[177](index=177&type=chunk)[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) Key Financial Metrics (Continuing Operations, in millions) | Financial Metric (Continuing Operations) | FY 2025 | FY 2024 | % Change | | :--- | :--- | :--- | :--- | | Net Revenues | $49.4 | $53.9 | (8.4%) | | Gross Profit | $42.9 | $46.3 | (7.3%) | | Loss from Operations | $(59.7) | $(6.4) | (827%) | | Net Loss from Continuing Operations | $(65.2) | $(5.4) | (1108%) | | Adjusted EBITDA | $15.3 | $24.0 | (36.3%) | - The significant increase in operating expenses in FY2025 was 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 the restatement, investigations, and litigation[197](index=197&type=chunk) - Cash and cash equivalents decreased by **$25.4 million**, from **$55.6 million** at the end of FY2024 to **$30.2 million** at the end of FY2025[210](index=210&type=chunk) - A critical accounting estimate involved classifying the Ammunition segment as held for sale, which resulted in an estimated loss on classification of approximately **$45.8 million**[236](index=236&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to market risks, including fluctuations in interest rates and commodity prices, in the ordinary course of its business activities, but has not used market risk sensitive instruments for trading purposes - The company is exposed to market risks from fluctuations in interest rates and commodity prices, which can affect its operating, investing, and financing activities[244](index=244&type=chunk) [Controls and Procedures](index=40&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025, due to material weaknesses identified during a Special Committee Investigation, leading to a financial restatement and an adverse auditor opinion - A Special Committee Investigation uncovered accounting errors that required the restatement of financial statements for fiscal years 2022, 2023, and 2024[246](index=246&type=chunk)[247](index=247&type=chunk) - The CEO and CFO concluded that disclosure controls and procedures were not effective as of March 31, 2025, due to identified material weaknesses[249](index=249&type=chunk) - Material weaknesses were identified in several areas: Control Environment, Information and Communication, Monitoring Activities, and Control Activities (including Complex Technical Accounting, Related Party Transactions, Financial Reporting, and Segregation of Duties)[254](index=254&type=chunk)[255](index=255&type=chunk)[256](index=256&type=chunk) - Management has initiated a remediation plan that includes hiring a new CFO and VP of Accounting, reinforcing compliance communications, implementing new policies for related parties and perquisites, and establishing a formal disclosure committee[258](index=258&type=chunk) - The independent registered public accounting firm issued an adverse opinion, stating the Company has not maintained effective internal control over financial reporting as of March 31, 2025[264](index=264&type=chunk) Part III [Directors, Executive Officers, and Corporate Governance](index=47&type=section&id=ITEM%2010%3A%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%2C%20AND%20CORPORATE%20GOVERNANCE) Information for this item, including details on directors, executive officers, and corporate governance, is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders - Information required by this item is incorporated by reference from the company's 2025 definitive proxy statement[278](index=278&type=chunk) [Executive Compensation](index=47&type=section&id=ITEM%2011%3A%20EXECUTIVE%20COMPENSATION) Details regarding executive compensation are incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders - Information required by this item is incorporated by reference from the company's 2025 definitive proxy statement[279](index=279&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=47&type=section&id=ITEM%2012%3A%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information concerning the security ownership of certain beneficial owners and management is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders - Information required by this item is incorporated by reference from the company's 2025 definitive proxy statement[280](index=280&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=47&type=section&id=ITEM%2013%3A%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding related party transactions and director independence is incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders - Information required by this item is incorporated by reference from the company's 2025 definitive proxy statement[281](index=281&type=chunk) [Principal Accounting Fees and Services](index=47&type=section&id=ITEM%2014%3A%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Details about the fees paid to the principal accountant and the services provided are incorporated by reference from the company's definitive proxy statement for its 2025 Annual Meeting of Stockholders - Information required by this item is incorporated by reference from the company's 2025 definitive proxy statement[282](index=282&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=48&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists all exhibits filed as part of the Annual Report on Form 10-K, including governance documents, material contracts, and certifications, and indicates that financial statements and schedules are included under Item 8 - This section provides a comprehensive list of all exhibits filed with the Form 10-K, such as the Asset Purchase Agreement for the ammunition business sale, the Settlement Agreement with Steve Urvan, and various executive employment and separation agreements[286](index=286&type=chunk)[287](index=287&type=chunk)[288](index=288&type=chunk) Financial Statements and Notes [Report of Independent Registered Public Accounting Firm](index=53&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor issued an unqualified opinion on the consolidated financial statements but an adverse opinion on internal control over financial reporting due to material weaknesses, identifying "Settlement Valuation" as a critical audit matter - The auditor issued an unqualified opinion on the financial statements, finding them to be fairly presented in conformity with U.S GAAP[300](index=300&type=chunk) - An adverse opinion was issued on the company's internal control over financial reporting due to material weaknesses[301](index=301&type=chunk) - The valuation of the **$29.1 million** litigation settlement contingency was identified as a Critical Audit Matter due to the significant management judgment and subjectivity involved[305](index=305&type=chunk) [Consolidated Financial Statements](index=55&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements present the company's financial position, results of operations, and cash flows, reflecting a significant decrease in total assets, an increase in total liabilities, and a substantial net loss driven by continuing and discontinued operations Consolidated Balance Sheet (in millions) | Consolidated Balance Sheet (in millions) | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | Total Current Assets | $72.1 | $131.5 | | Total Assets | $297.3 | $403.0 | | Total Current Liabilities | $62.1 | $31.0 | | Total Liabilities | $75.3 | $45.0 | | Total Shareholders' Equity | $222.0 | $358.0 | Consolidated Statement of Operations (in millions) | Consolidated Statement of Operations (in millions) | FY 2025 | FY 2024 | FY 2023 | | :--- | :--- | :--- | :--- | | Net Revenues (Continuing) | $49.4 | $53.9 | $63.1 | | Net Loss from Continuing Operations | $(65.2) | $(5.4) | $3.6 (Income) | | Loss from Discontinued Operations | $(65.6) | $(11.2) | $(12.4) | | Net Loss Attributable to Common Shareholders | $(133.9) | $(19.7) | $(11.9) | Consolidated Statement of Cash Flow (in millions) | Consolidated Statement of Cash Flow (in millions) | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Net Cash from Continuing Operations | $(5.1) | $17.5 | | Net Cash from Discontinued Operations | $(7.4) | $9.3 | | Net Decrease in Cash | $(25.4) | $16.0 (Increase) | [Notes to Consolidated Financial Statements](index=62&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of accounting policies and financial results, including the accounting for discontinued operations, a **$29.1 million** litigation settlement contingency, debt instruments, related-party transactions, and subsequent events like the ammunition business sale and litigation settlement terms [Note 4: Discontinued Operations and Assets Held for Sale](index=75&type=section&id=NOTE%204-%20DISCONTINUED%20OPERATIONS%20AND%20ASSETS%20HELD%20FOR%20SALE) This note details the financial impact of classifying the Ammunition segment as held for sale and reporting it as a discontinued operation, including a **$45.8 million** impairment charge in FY2025 - The Ammunition segment was classified as held for sale, and its results are presented as discontinued operations for all periods shown[386](index=386&type=chunk) - An impairment charge of **$45.8 million** was recorded in FY2025 to write down the carrying value of the Ammunition segment's assets to fair value less costs to sell, including a **$16.9 million** write-down of inventory[390](index=390&type=chunk)[392](index=392&type=chunk)[394](index=394&type=chunk) Discontinued Operations (Ammunition Segment) | Discontinued Operations (Ammunition Segment) | FY 2025 | FY 2024 | | :--- | :--- | :--- | | Net Revenues | $74.9M | $91.1M | | Loss from Discontinued Operations (pre-tax) | $(67.2)M | $(14.1)M | | *Includes $45.8M impairment in FY2025* | | | [Note 9: Related Party Transactions](index=82&type=section&id=NOTE%209%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note discloses several transactions with related parties, including final payments on a note to Jagemann Stamping Company, the **$8.0 million** Triton Settlement, and undisclosed payments received by a former executive from a company vendor - The company paid the remaining balance on a promissory note to former related party Jagemann Stamping Company during FY2024[410](index=410&type=chunk) - In connection with the Triton Settlement, the company paid **$8.0 million**, with a portion effectively covered by the cancellation of **2,857,143** shares held by Steve Urvan[374](index=374&type=chunk)[375](index=375&type=chunk) - The company was made aware that a former executive, Chris Larson, received undisclosed payments totaling **$814,863** from a third-party service provider to the company between January 2022 and March 2024[415](index=415&type=chunk)[417](index=417&type=chunk) [Note 13: Income Taxes](index=89&type=section&id=NOTE%2013%20%E2%80%93%20INCOME%20TAXES) The company's effective tax rate was **15.2%** for FY2025, with a significant **$36.0 million** valuation allowance recorded against net deferred tax assets due to uncertainty regarding their future realization, resulting in a **$6.3 million** tax provision despite a pre-tax loss - For FY2025, the company recorded a tax provision of **$6.3 million** on a pre-tax loss from continuing operations of **$58.9 million**[446](index=446&type=chunk) - A valuation allowance of **$36.0 million** was recorded against deferred tax assets in FY2025 due to uncertainty about their future realization[446](index=446&type=chunk)[449](index=449&type=chunk) - The company has a liability for uncertain tax positions of **$1.6 million** as of March 31, 2025, which includes accrued penalties and interest[450](index=450&type=chunk) [Note 16: Subsequent Events](index=94&type=section&id=NOTE%2016%3A%20SUBSEQUENT%20EVENTS) This note details significant events after the fiscal year-end, including the sale of the Ammunition business, separation agreements with former executives, and the settlement of the Delaware Litigation with Steve Urvan, involving the issuance of warrants and promissory notes - The sale of the Ammunition Manufacturing Business was completed on April 18, 2025, resulting in a recognized gain on sale of **$1.3 million**[462](index=462&type=chunk) - On May 30, 2025, the company settled litigation with Steve Urvan, issuing a warrant to purchase **7.0 million** shares at **$1.81/share** as part of the settlement[470](index=470&type=chunk)[471](index=471&type=chunk) - The settlement also required the issuance of two unsecured promissory notes to Mr Urvan's designee: one for **$12.0 million** and another for **$39.0 million**[473](index=473&type=chunk)[475](index=475&type=chunk)

Leadership Transition - Steve Urvan has been appointed as the Chief Executive Officer and Chairman of the Board of Outdoor Holding Company, effective May 30, 2025, pending Nasdaq's approval of a settlement transaction [1][2] - Urvan is the founder of GunBroker.com and the largest shareholder of the Company, bringing 22 years of experience in technology and e-commerce [2][3] Strategic Focus - The Company aims to accelerate its strategic focus on growing its profitable e-commerce segment, particularly through GunBroker.com, which is the largest online marketplace for firearms and related products [3][9] - Urvan expressed a commitment to building a winning culture and establishing clear operating principles to guide the Company towards success [2] Litigation Settlement - The Company has settled ongoing litigation with Urvan, which will allow it to focus on enhancing profitability and shareholder value [4] - As part of the settlement, outgoing CEO Jared Smith will resign from the Board, leaving a total of six members, including Urvan [4] Financial Remuneration - Urvan will receive a salary of $1 in his first year as CEO, with bonuses or equity grants to be determined by the Compensation Committee [6] - The settlement also includes financial remuneration for Urvan, details of which are available in the Company's Current Report filed with the SEC [5] Compliance with Nasdaq - The Company has regained compliance with Nasdaq's listing rule regarding timely periodic reporting, having filed Forms 10-Q for the periods ended September 30 and December 31, 2024 [7] - The Company plans to file its annual report on Form 10-K for fiscal year 2025 in a timely manner [7]

PART I [Financial Statements](index=3&type=section&id=ITEM%201%3A%20FINANCIAL%20STATEMENTS) Presents Outdoor Holding Company's unaudited condensed consolidated financial statements for Q3 2024, detailing financial position, operations, and cash flows with explanatory notes [Condensed Consolidated Financial Statements](index=3&type=section&id=Condensed%20Consolidated%20Financial%20Statements) The company reported increased net losses for Q3 and H1 2024, with assets declining and operating cash flow turning negative Condensed Consolidated Statements of Operations (Unaudited) | Indicator | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2024 | Six Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | **Net Revenues** | $31.4 million | $34.4 million | $62.4 million | $68.6 million | | **Gross Profit** | $7.2 million | $8.3 million | $17.0 million | $22.3 million | | **Loss from Operations** | ($12.5 million) | ($9.0 million) | ($22.9 million) | ($11.0 million) | | **Net Loss** | ($12.4 million) | ($7.7 million) | ($27.2 million) | ($9.0 million) | | **Net Loss per Share (Basic & Diluted)** | ($0.11) | ($0.07) | ($0.24) | ($0.09) | Condensed Consolidated Balance Sheet Highlights (Unaudited) | Asset/Liability | September 30, 2024 | March 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $33.5 million | $55.6 million | | Inventories | $51.8 million | $45.6 million | | Total Assets | $368.9 million | $403.0 million | | Total Liabilities | $43.4 million | $45.0 million | | Total Shareholders' Equity | $325.6 million | $358.0 million | Condensed Consolidated Statements of Cash Flow (Unaudited, Six Months Ended) | Cash Flow Activity | September 30, 2024 | September 30, 2023 | | :--- | :--- | :--- | | Net cash (used in)/provided by operating activities | ($9.9 million) | $18.2 million | | Net cash used in investing activities | ($2.8 million) | ($2.6 million) | | Net cash used in financing activities | ($9.3 million) | ($5.6 million) | | **Net (decrease) increase in cash** | **($22.1 million)** | **$9.9 million** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed notes on the company's segment operations, accounting policies, significant legal contingencies, and crucial subsequent events - The company operates through two segments: **Ammunition manufacturing** and the **GunBroker e-commerce Marketplace**. On April 21, 2025, the company changed its name from AMMO, Inc. to **Outdoor Holding Company**[24](index=24&type=chunk)[25](index=25&type=chunk)[135](index=135&type=chunk) - Goodwill of **$90.9 million** is entirely allocated to the Marketplace segment, with potential for a **material non-cash impairment charge** for the fiscal year ending March 31, 2025, due to declines in stock price and market capitalization[33](index=33&type=chunk) - The company is involved in significant litigation, including a lawsuit filed by director Steve Urvan seeking rescission of the GunBroker Merger and damages of at least **$140 million**, to which the company has filed a countersuit[79](index=79&type=chunk) - Subsequent to the quarter end, on January 20, 2025, the company entered into an agreement to sell its Ammunition Manufacturing Business to Olin Winchester, LLC for a gross price of **$75.0 million**, with the transaction completed on April 18, 2025[144](index=144&type=chunk)[149](index=149&type=chunk) Asset Impairment from Ammunition Business Sale | Asset Category | Impairment Amount | | :--- | :--- | | Inventory | $17.1 million | | Property, plant and equipment | $25.4 million | | Other assets | $0.5 million | | Intangible assets | $2.8 million | | **Total Impairment** | **$45.8 million** | - The company is facing a **pending investigation by the SEC Division of Enforcement** concerning its valuation and accounting for share-based compensation, capitalization of share issuance costs, and disclosure of perquisites and related party transactions, with no estimable potential loss yet[157](index=157&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=31&type=section&id=ITEM%202%3A%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATION) Management discusses decreased revenues, increased operating expenses from legal fees, and reduced liquidity, with a strategic shift after the ammunition business sale Revenue by Category (Three Months Ended) | Category | September 30, 2024 | September 30, 2023 | | :--- | :--- | :--- | | Proprietary Ammunition | $2.7 million | $1.2 million | | Standard Ammunition | $13.2 million | $14.3 million | | Ammunition Casings | $3.5 million | $6.4 million | | Marketplace Revenue | $12.0 million | $12.5 million | | **Total Revenues** | **$31.4 million** | **$34.4 million** | - Net revenues decreased by **8.6%** for the three months and **9.1%** for the six months ended September 30, 2024, attributed to changes in market demand, pricing, sales mix in the ammunition division, and lower volume in the Marketplace segment[180](index=180&type=chunk) - Gross margin percentage decreased from **24.1% to 23.0%** for the three-month period year-over-year, due to increased costs in the Ammunition segment, partially offset by improved margins from the GunBroker.com marketplace[187](index=187&type=chunk) - Operating expenses increased by **$2.4 million** for the quarter, primarily due to a **$3.7 million** increase in legal fees related to the Delaware litigation and professional fees for manufacturing efficiency investments[189](index=189&type=chunk)[190](index=190&type=chunk) Adjusted EBITDA Reconciliation (Non-GAAP) | Metric | Three Months Ended Sep 30, 2024 | Three Months Ended Sep 30, 2023 | Six Months Ended Sep 30, 2024 | Six Months Ended Sep 30, 2023 | | :--- | :--- | :--- | :--- | :--- | | Net loss | ($12.4 million) | ($7.7 million) | ($27.2 million) | ($9.0 million) | | **Adjusted EBITDA** | **$0.6 million** | **$1.9 million** | **$3.0 million** | **$7.9 million** | - Cash and cash equivalents decreased by **$22.1 million** from March 31, 2024, to **$33.5 million** at September 30, 2024, driven by an **$8.0 million** legal settlement payment, **$5.6 million** in legal fees, and **$5.9 million** in stock repurchases[195](index=195&type=chunk)[201](index=201&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=ITEM%203%3A%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) No material changes to market risks were reported from the prior Annual Report on Form 10-K - There have been no material changes to the market risks disclosed in the company's most recent Form 10-K[219](index=219&type=chunk) [Controls and Procedures](index=41&type=section&id=ITEM%204%3A%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective as of September 30, 2024, due to material weaknesses, and is implementing a remediation plan - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of September 30, 2024, due to existing **material weaknesses**[223](index=223&type=chunk) - A Special Committee investigation uncovered **material misstatements** in prior financial periods related to share-based compensation, capitalization of costs, and accounting for convertible notes and warrants[220](index=220&type=chunk)[221](index=221&type=chunk) - Identified **material weaknesses** include issues with the control environment, complex technical accounting, related party transaction disclosure, financial reporting processes, and segregation of duties[224](index=224&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - Management's **remediation plan** includes hiring a new CFO and VP of Accounting, reinforcing compliance, updating policies for significant transactions and related parties, and establishing a formal disclosure committee[227](index=227&type=chunk)[231](index=231&type=chunk) PART II [Legal Proceedings](index=44&type=section&id=ITEM%201%3A%20LEGAL%20PROCEEDINGS) The company faces significant legal disputes, including a $140 million lawsuit from director Steve Urvan and a $100 million breach of contract claim from DCP - Director and stockholder Steve Urvan filed a suit seeking partial rescission of the GunBroker.com acquisition and damages of not less than **$140 million**, with the company filing a countersuit and a trial scheduled for April 2026[235](index=235&type=chunk) - Innovative Computer Professionals, Inc. (DCP) filed a civil action against GunBroker.com for breach of contract, alleging **$100 million** in damages, with the matter tentatively scheduled for trial in November 2025[236](index=236&type=chunk) [Risk Factors](index=45&type=section&id=ITEM%201A%3A%20RISK%20FACTORS) No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K/A were reported - No material changes to the "Risk Factors" disclosed in the Form 10-K/A were reported[238](index=238&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=ITEM%202%3A%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company has an active share repurchase program of up to $30.0 million, with 2.9 million shares repurchased in Q3 2024, leaving $21.4 million available - The Board of Directors has authorized a share repurchase program for up to **$30.0 million** of common stock, extended until February 2025[239](index=239&type=chunk) Share Repurchases (Three Months Ended September 30, 2024) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares that may yet be Purchased | | :--- | :--- | :--- | :--- | | **Total** | **2.9 million** | **$1.68** | **$21.4 million** | [Defaults Upon Senior Securities](index=45&type=section&id=ITEM%203%3A%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported - None[243](index=243&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=ITEM%204%3A%20MINE%20SAFETY%20DISCLOSURE) Mine safety disclosures are not applicable to the company's operations - Not applicable[244](index=244&type=chunk) [Other Information](index=45&type=section&id=ITEM%205%3A%20OTHER%20INFORMATION) No other material information was reported in this section - None[245](index=245&type=chunk) [Exhibits](index=46&type=section&id=ITEM%206%3A%20EXHIBITS) This section lists exhibits filed with the quarterly report, including the ammunition business sale agreement and CEO/CFO certifications - Key exhibits filed include the **Asset Purchase Agreement** with Olin Winchester, LLC, and **certifications from the CEO and CFO** pursuant to the Sarbanes-Oxley Act[246](index=246&type=chunk)

Group 1 - Outdoor Holding Company announced a cash dividend of $0.546875 per share for its 8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, payable on June 16, 2025, to holders of record as of June 1, 2025 [1] - The company is the owner of GunBroker.com, the largest online marketplace for firearms and shooting sports, and is a leading producer of high-performance ammunition and components [1][2] - GunBroker.com operates as a platform for third-party sellers to list firearms and related products, adhering to federal and state laws regarding the sale of such items [2] Group 2 - Outdoor Holding Company is headquartered in Scottsdale, Arizona, and serves outdoor enthusiasts through its subsidiaries [2] - GunBroker.com promotes responsible ownership of firearms and provides a secure way to buy and sell various outdoor and shooting-related products [2]

Group 1: Market Overview - As of April 23, 2025, two stocks in the consumer discretionary sector are signaling potential warnings for momentum-focused investors [1] - The Relative Strength Index (RSI) is highlighted as a key momentum indicator, with values above 70 indicating overbought conditions [2] Group 2: Company Analysis - ThredUp Inc (TDUP) - ThredUp is set to release its Q1 financial results on May 5, with the stock having increased approximately 37% over the past month and reaching a 52-week high of $3.89 [6] - The current RSI value for ThredUp is 83.2, indicating overbought conditions, and the stock closed at $3.85 after a 15.3% gain [6] - ThredUp has a momentum score of 99.37 and a value score of 52.30 according to Edge Stock Ratings [6] Group 3: Company Analysis - Ammo Inc (POWW) - Ammo Inc completed the sale of ammunition manufacturing assets to Olin Winchester on April 18, which is seen as a pivotal moment for the company [6] - This strategic move is expected to unlock significant value and facilitate growth as a pure-play e-commerce platform [6] - Ammo's stock rose around 35% over the past five days, reaching a 52-week high of $2.86, with an RSI value of 81.4 [6] - The stock closed at $1.80 after a 15.4% increase [6]

Core Insights - AMMO, Inc. has completed the sale of its ammunition manufacturing assets to Olin Winchester, marking a significant shift towards becoming a tech-enabled e-commerce company focused on GunBroker.com [1][2][3] - The transaction is expected to unlock substantial value and accelerate growth as AMMO transitions to a pure-play e-commerce platform [3][4] - GunBroker.com will serve as the core business and growth engine, with recent enhancements leading to improved customer engagement and conversion rates [4][7] Transaction Details - Olin Winchester acquired AMMO's 185,000-square-foot manufacturing and ballistic testing facility located in Manitowoc, Wisconsin [5] - The sale was unanimously approved by AMMO's Board and M&A Committee after a comprehensive strategic review process that began in February 2024 [6][8] - The transaction involved a competitive sale process with 15 potential buyers and included a fairness opinion from Lake Street Capital Markets [6][8] Future Focus - The company aims to prioritize the profitable, high-margin GunBroker.com marketplace and capitalize on e-commerce growth opportunities in the firearms and shooting sports industries [7][8] - Proceeds from the transaction will be used for general corporate purposes, with potential evaluations for other uses in the future [8] - AMMO is initiating a rebranding process, including a name change to Outdoor Holding Company, to better align with its e-commerce identity [9] Compliance and Updates - AMMO has submitted an updated compliance plan to Nasdaq to address a deficiency notification regarding its listing requirements [10]