POWW on Nasdaq

Outdoor Holding Co

Outdoor Holding Co is an American business services company, incorporated in Delaware.1 It is headquartered in Atlanta, Georgia.1 Its shares trade on Nasdaq under the symbol POWW.1

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Last updated Oct 21, 2026.

Overview

$51.1MRevenue, fiscal 20262
-$3.5MNet income, fiscal 20262

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  • TickerPOWW on Nasdaq1
  • IndustryServices-Business Services, NEC1
  • HeadquartersAtlanta, Georgia1
  • Incorporated inDE3
  • Business addressC/O Cloud Catalyst Technologies, 1100 Circle 75 Pkwy - Suite 1300, Atlanta, Ga 303393
  • Filer categoryNon-accelerated filer, Smaller reporting company3

Outdoor Holding Company ("Outdoor Holding," "we," "us," "our" or the "Company") began its operations in 2017 as a producer of high-performance ammunition and premium components. Following the acquisition of the GunBroker business ("GunBroker") in 2021, we conducted operations through two operating and reportable segments: Ammunition segment and Marketplace segment. The Ammunition segment engaged in the design, production and marketing of ammunition, ammunition components and related products. The Marketplace segment consists of the GunBroker e-commerce marketplace (“Marketplace”), which, in its role as a marketplace platform, supports the lawful sale of firearms, ammunition, and hunting/shooting accessories. In addition, GunBroker helps provide the outdoors community with a state and federal compliant solution that connects buyers with sellers across the United States with local federall…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

87.2%Gross margin2
-12.3%Operating margin2
-6.9%Net margin2
3.5%Revenue growth, 20262
-1.5%Return on equity2

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue13¢$6.5M
  • Other costs87¢$44.6M
  • Income tax0¢$49.5K

Out of $51.1M in revenue.2 The company lost money this year.

Financial statements

Revenue6789102$51.1M in 2026+1020% since 2019
0$100.0M$200.0M$300.0M2019: $4.6M$4.6M20192020: $14.8M$14.8M2020+224%2021: $62.5M$62.5M2021+323%2022: $240.3M$240.3M2022+285%2023: $63.1M$63.1M2023−74%2024: $53.9M$53.9M2024−15%2025: $49.4M$49.4M2025−8%2026: $51.1M$51.1M2026+3%
Gross profit6789102$44.6M in 2026
-$25.0M0$25.0M$50.0M$75.0M$100.0M2019: -$229.7K-$229.7K20192020: -$3.7M-$3.7M2020+1500%2021: $11.4M$11.4M20212022: $88.7M$88.7M2022+679%2023: $54.0M$54.0M2023−39%2024: $46.3M$46.3M2024−14%2025: $42.9M$42.9M2025−7%2026: $44.6M$44.6M2026+4%
Operating income6789102-$6.3M in 2026−30% since 2019
-$75.0M-$50.0M-$25.0M0$25.0M$50.0M2019: -$9.0M-$9.0M20192020: -$13.8M-$13.8M2020+54%2021: -$5.4M-$5.4M2021−61%2022: $28.5M$28.5M20222023: $2.4M$2.4M2023−92%2024: -$6.4M-$6.4M20242025: -$59.7M-$59.7M2025+827%2026: -$6.3M-$6.3M2026−89%
Net income6789102-$3.5M in 2026−70% since 2019
-$150.0M-$100.0M-$50.0M0$50.0M2019: -$11.7M-$11.7M20192020: -$14.6M-$14.6M2020+24%2021: -$7.8M-$7.8M2021−46%2022: $25.9M$25.9M20222023: -$8.8M-$8.8M20232024: -$16.6M-$16.6M2024+89%2025: -$130.8M-$130.8M2025+688%2026: -$3.5M-$3.5M2026−97%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2026-03-312025-03-31
Net revenues$51.1M$49.4M
Cost of revenues$6.5M$6.5M
Gross Profit$44.6M$42.9M
Selling and marketing$550.3K$610.9K
Corporate general and administrative$22.7M$70.6M
Employee salaries and related expenses$13.3M$17.9M
Depreciation and amortization expense$14.4M$13.6M
Total operating expenses$50.9M$102.6M
Loss from operations-$6.3M-$59.7M
Interest and other income$2.4M$860.3K
Gain on extinguishment of debt$801.9K$0
Interest expense-$1.8M-$82.2K
Total other income, net$1.4M$778.1K
Loss before income taxes from continuing operations-$4.9M-$58.9M
Provision for income taxes$49.5K$6.3M
Net loss from continuing operations-$4.9M-$65.2M
Preferred stock dividend-$3.1M-$3.1M
Net loss before discontinued operations, net of tax-$8.0M-$68.3M
Income (loss) from discontinued operations, net of tax$1.4M-$65.6M
Net loss attributable to common stock shareholders-$6.6M-$133.9M
Continuing operations-$0-$1
Discontinued operations$0-$1
Total basic loss per share of common stock-$0.05-$1.14
Continuing operations-$0-$1
Discontinued operations$0-$1
Total diluted loss per share of common stock-$0.05-$1.14
Basic117.1M shares117.6M shares
Diluted117.1M shares117.6M shares

Compare Outdoor Holding Co with another company

Corporate structure

Outdoor Holding Co sits at the top of its group. 16 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Outdoor Holding Co

  • Steven F. Urvan Filed SCHEDULE 13D/A on Outdoor Holding Co, latest Aug 14, 2026 (6 filings since Nov 30, 2021)
  • Philotimo Fund, LP Filed SCHEDULE 13G/A on Outdoor Holding Co, latest Nov 12, 2025 (3 filings since May 16, 2025)
  • BlackRock Filed SC 13G on Outdoor Holding Co, latest Nov 8, 2024 (6 filings since Feb 3, 2023)
  • Outdoor Holding Co Atlanta, Georgia
    • Cloud Catalyst Technologies, LLC (wholly owned subsidiary of IA Tech, LLC) Subsidiary · Delaware, United States
    • Enlight Group II, LLC Subsidiary · Delaware, United States
    • Enthusiast Commerce, LLC (wholly owned subsidiary of IA Tech, LLC) Subsidiary · Delaware, United States
    • Firelight Group I, LLC Subsidiary · Delaware, United States
    • GB Investments, Inc. (wholly owned subsidiary of Speedlight Group I, LLC) Subsidiary · Delaware, United States
    • IA Tech, LLC (wholly owned subsidiary of GB Investments, Inc.) Subsidiary · Delaware, United States
    • OHC Munitions, Inc. Subsidiary · Delaware, United States
    • OHC Technologies Inc. Subsidiary · Arizona, United States
    • Outdoor Liquidators, LLC (wholly owned subsidiary of Enthusiast Commerce, LLC) Subsidiary · Delaware, United States
    • Outdoors Online, LLC f/k/a GunBroker.com, LLC (wholly owned subsidiary of IA Tech, LLC) Subsidiary · Delaware, United States
    • Outsource Commerce, LLC (wholly owned subsidiary of Enthusiast Commerce, LLC) Subsidiary · Delaware, United States
    • RightFit Direct, LLC (wholly owned subsidiary of Enthusiast Commerce, LLC) Subsidiary · Delaware, United States
    • S&T Logistics, LLC (wholly owned subsidiary of IA Tech, LLC) Subsidiary · Delaware, United States
    • SNI LLC Subsidiary · Arizona, United States
    • Speedlight Group I, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Outdoor Holding Co reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$11.9M2 Mar 31, 2026$10.6M2 Mar 31, 2025+12.2%
Accumulated depreciation$4.9M2 Mar 31, 2026$4.1M2 Mar 31, 2025+20.5%
Property and equipment, net$6.9M2 Mar 31, 2026$6.5M2 Mar 31, 2025+6.9%
Operating-lease assets (leased space)$342.0K2 Mar 31, 2026$1.5M2 Mar 31, 2025−76.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$68.1M2 Mar 31, 2026$30.2M2 Mar 31, 2025+125.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$90.9M2 Mar 31, 2026$90.9M2 Mar 31, 20250%
Finite-lived intangibles, gross$146.5M2 Mar 31, 2026$146.4M2 Mar 31, 2025+0.1%
Accumulated amortization$59.6M2 Mar 31, 2026$47.5M2 Mar 31, 2025+25.5%
Finite-lived intangibles, net$86.9M2 Mar 31, 2026$98.9M2 Mar 31, 2025−12.1%

Properties, in its own words

Our executive offices are located in Atlanta, Georgia where we lease approximately 10,000 square feet for approximately $20,000 per month. This space houses our principal executive, administration, and marketing functions as well as our GunBroker operations.

We also lease a 21,000 square foot facility located in Scottsdale, Arizona for approximately $25,000 per month. This space is our former headquarters and is currently not being utilized.

The rest of Item 2

On September 17, 2025, we signed a lease for 2,660 square feet of mixed-use warehouse space in Marietta, Georgia for approximately $3,325 per month. The lease commenced on October 1, 2025 and expires in October 2028.

Item 2 of the 10-K filed Jun 22, 2026.5

Leadership

Who has led Outdoor Holding Co, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (19)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cloud Catalyst Technologies, LLC (wholly owned subsidiary of IA Tech, LLC) Delaware4
  • Enlight Group II, LLC Delaware4
  • Enthusiast Commerce, LLC (wholly owned subsidiary of IA Tech, LLC) Delaware4
  • Firelight Group I, LLC Delaware4
  • GB Investments, Inc. (wholly owned subsidiary of Speedlight Group I, LLC) Delaware4
  • IA Tech, LLC (wholly owned subsidiary of GB Investments, Inc.) Delaware4
  • OHC Munitions, Inc. Delaware4
  • OHC Technologies Inc. Arizona4
  • Outdoor Liquidators, LLC (wholly owned subsidiary of Enthusiast Commerce, LLC) Delaware4
  • Outdoors Online, LLC f/k/a GunBroker.com, LLC (wholly owned subsidiary of IA Tech, LLC) Delaware4
  • Outsource Commerce, LLC (wholly owned subsidiary of Enthusiast Commerce, LLC) Delaware4
  • RightFit Direct, LLC (wholly owned subsidiary of Enthusiast Commerce, LLC) Delaware4
  • S&T Logistics, LLC (wholly owned subsidiary of IA Tech, LLC) Delaware4
  • SNI LLC Arizona4
  • Speedlight Group I, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • AMMO, INC.Feb 6, 2017 to Apr 24, 20253
  • RETROSPETTIVA INCJun 16, 1997 to Jan 30, 20173

Timeline

  1. Oct 2, 20268-K Change to shareholders' rights; Executive or director change; Bylaws or fiscal year changed42
  2. Aug 10, 20268-K Results of operations; Bylaws or fiscal year changed43
  3. Jun 29, 20268-K Change of auditor44
  4. Jun 22, 20268-K Results of operations45
  5. Feb 23, 20268-K Regulation FD disclosure; Other events46
  6. Feb 9, 20268-K Results of operations47
  7. Jan 5, 20268-K Other events48
  8. Dec 16, 20258-K Regulation FD disclosure; Other events49
  9. Nov 20, 20258-K Executive or director change50
  10. Nov 10, 20258-K Results of operations51
  11. Sep 23, 20258-K Financial statements and exhibits52
  12. Sep 22, 20258-K Unregistered sale of shares; Other events53
  13. Jul 2, 2025New chief executive Steven F. Urvan becomes CEO16
  14. Mar 11, 2020New chief executive Fred W. Wagenhals becomes CEO17
  15. Nov 19, 2007New chief executive Borivoje Vukadinovic becomes CEO18

Calendar

Coming up

  1. Nov 16, 2026 · Before the openReports results for the quarter ending Sep/2026 A year earlier it reported $0.01 a share, on Nov 10, 2025.54

When it reported results

  1. Aug 10, 2026Reported quarterly or annual results43
  2. Jun 22, 2026Reported quarterly or annual results45
  3. Feb 9, 2026Reported quarterly or annual results47
  4. Nov 10, 2025Reported quarterly or annual results51
  5. Aug 8, 2025Reported quarterly or annual results55
  6. Aug 8, 2024Reported quarterly or annual results56
  7. Jun 13, 2024Reported quarterly or annual results57
  8. Feb 8, 2024Reported quarterly or annual results58

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

354 filings to the SEC since October 2021: 8 annual reports, 17 quarterly reports, 66 major events, 214 insider forms, 15 large holders, 34 other. The latest 20:

  1. Oct 2, 20268-K EDGAR
  2. Sep 3, 2026ARS EDGAR
  3. Sep 3, 2026DEF 14A EDGAR
  4. Aug 19, 20264 EDGAR
  5. Aug 19, 20264 EDGAR
  6. Aug 19, 20264 EDGAR
  7. Aug 19, 20264 EDGAR
  8. Aug 19, 20264 EDGAR
  9. Aug 19, 20264 EDGAR
  10. Aug 19, 20264 EDGAR
  11. Aug 14, 2026SCHEDULE 13D/A EDGAR
  12. Aug 14, 20263 EDGAR
  13. Aug 14, 20263 EDGAR
  14. Aug 14, 20264 EDGAR
  15. Aug 14, 2026PRE 14A EDGAR
  16. Aug 10, 20268-K EDGAR
  17. Aug 10, 202610-Q EDGAR
  18. Jun 29, 20268-K EDGAR
  19. Jun 22, 20268-K EDGAR
  20. Jun 22, 202610-K EDGAR

The 354 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

18 open-market trades by officers, directors and large owners since October 2021: 7 buys and 11 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 4, 2024WAGENHALS FRED WEXECUTIVE CHAIRSale221,138$2.43$537.4KForm 4
Mar 1, 2024WAGENHALS FRED WEXECUTIVE CHAIRSale30,590$2.40$73.4KForm 4
Feb 29, 2024WAGENHALS FRED WEXECUTIVE CHAIRSale5,699$2.40$13.7KForm 4
Feb 28, 2024Smith Jared RoweCEOBuy8,000$2.33$18.6KForm 4
Feb 16, 2024WAGENHALS FRED WEXECUTIVE CHAIRSale11,343$2.50$28.4KForm 4
Feb 15, 2024WAGENHALS FRED WEXECUTIVE CHAIRSale181,230$2.50$453.1KForm 4
Nov 13, 2023Smith Jared RoweCEOBuy9,500$2.14$20.3KForm 4
Aug 25, 2023WAGENHALS FRED WEXECUTIVE CHAIRBuy1,000$24.55$24.6KForm 4
Aug 24, 2023WAGENHALS FRED WEXECUTIVE CHAIRBuy3,000$24.47$73.4KForm 4
Aug 18, 2023Smith Jared RoweCEOBuy5,000$1.97$9.8KForm 4
Mar 23, 2023Smith Jared RoweCEOBuy55,000$1.60$88.2KForm 4
Feb 22, 2023Smith Jared RoweCEOBuy50,000$2.04$102.0KForm 4
Feb 16, 2023Markley Harry SDirectorSale10,500$1.89$19.8KForm 4
Feb 16, 2023Markley Harry SDirectorSale10,500$1.89$19.8KForm 4
Dec 2, 2022Goodmanson RobertPresidentSale10,000$2.22$22.2KForm 4
Nov 23, 2022Goodmanson RobertPresidentSale10,000$2.12$21.2KForm 4
Sep 1, 2022Markley Harry SDirectorSale5,000$3.63$18.1KForm 4
Aug 19, 2022Markley Harry SDirectorSale25,000$4.37$109.2KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026Jordan ChristensenChief Legal Officer, Corporate Secretary$387.5K$1.4M62
2026Jared R. Smith$86.6K$1.2M62
2026Paul Kasowski$325.0K$988.9K62
2026Steven UrvanChief Executive Officer60$1$177.2K62
2025Former ChiefExecutive Officer$500.0K$715.7K62
2025Chief Financial Officer$302.0K$584.3K62

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Balentine LLC17,242,857$39.3M1.4%No change
Kanen Wealth Management LLC11,512,794$26.4M6.4%−179,088
BlackRock, Inc.7,300,711$16.6M0.0%+580,191
First Eagle Investment Management, LLC4,286,740$9.8M0.0%+2,242,870
Vanguard Capital Management LLC4,070,840$9.3M0.0%+61,804
Geode Capital Management, LLC2,699,772$6.2M0.0%+170,098
AWH Capital, L.P.2,030,000$4.6M1.6%+1,015,000
State Street Corp2,016,020$4.6M0.0%+212,598
Two Sigma Investments, LP1,197,905$2.7M0.0%+421,387
Renaissance Technologies LLC1,047,936$2.4M0.0%+442,636
Charles Schwab Investment Management Inc872,171$2.0M0.0%+24,400
Northern Trust Corp849,950$1.9M0.0%+64,126
Vanguard Portfolio Management LLC719,317$1.6M0.0%−255,247
Vanguard Fiduciary Trust Co693,388$1.6M0.0%+35,806
Jane Street Group, LLC648,000$1.5M0.0%+113,016
Aristides Capital LLC621,132$1.4M0.4%+585,812
Bridgeway Capital Management, LLC607,757$1.4M0.0%−100,000
Jb Capital Partners LP550,000$1.3M0.2%No change
Empowered Funds, LLC532,957$1.2M0.0%−100,000
Citadel Advisors LLC501,660$1.1M0.0%+41,776
360 Financial, Inc.444,000$1.0M0.3%No change
Orca Investment Management, LLC428,500$977.0K0.7%No change
Arrowstreet Capital, Limited Partnership387,816$884.2K0.0%−167,448
Aqr Capital Management LLC375,009$855.0K0.0%+250,228
Cannell Capital LLC336,524$767.3K0.5%+301,209

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Outdoor Holding Co is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAROutdoor Holding Co1
  • CIK0001015383
  • Employer ID (EIN)30-09579125
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsMarch 311
  • Industry code (SIC)7389 Services-Business Services, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business addressC/O Cloud Catalyst Technologies, 1100 Circle 75 Pkwy - Suite 1300, Atlanta, GA 303391
  • Mailing addressPo Box 2511, Kennesaw, GA 301561
  • Phone480-947-00011
  • Shares outstanding116,015,357 as of Aug 5, 202613
  • Public float$145.5M as of Sep 30, 20255
  • AuditorWithumSmith+Brown, PC, California PCAOB ID 100; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJun 16, 19971
  • Filings692 in all: 4 (237), 8-K (124), 10-Q (56), 3 (26), CORRESP (25), UPLOAD (22), 10-K (18), 10QSB (15)1
    All 52 form types

    NT 10-Q (15), DEF 14A (11), DEFA14A (11), S-1/A (10), NT 10-K (9), 8-K/A (8), 10-K/A (7), S-8 (7), SC 13G (7), EFFECT (6), 10-Q/A (5), PRE 14A (5), 10KSB (4), 424B5 (4), D (4), S-3 (4), SC 13D/A (4), 10QSB/A (3), 8-A12B (3), DFAN14A (3), S-1 (3), SC 13G/A (3), 10KSB40 (2), 144 (2), 3/A (2), 424B3 (2), 424B4 (2), ARS (2), CERT (2), S-3/A (2), SB-2/A (2), SCHEDULE 13D/A (2), SCHEDULE 13G/A (2), 10-KT (1), 15-12B (1), 15-12B/A (1), 4/A (1), 424B2 (1), 5 (1), RW (1), S-1MEF (1), SB-2 (1), SC 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Jun 22, 2026
    Quarterly report (10-Q) Aug 10, 2026
    Proxy statement (DEF 14A) Sep 3, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
common stock, $0.001 par valuePOWWNasdaq
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par valuePOWWPNasdaq

From the cover page of the 10-K filed Jun 22, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Outdoor Holding Co names in Item 1A of its 10-K filed Jun 22, 2026: 36 risks under these headings, as written.5

  • The risk factors noted in this section and other factors noted throughout this Form 10-K, including those risks identified in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” describe examples of risks, uncertainties and events that may cause our actual results to differ materially from those contained in any forward-looking statement. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual outcomes may vary materially from those included in this Form 10-K
  • Risk Related to Our Business Operations
  • Our business, financial performance, and growth depends on our ability to attract and retain an active and engaged community of buyers and sellers on our e-commerce platform.
  • Our recent platform enhancements may not achieve their intended benefits and could introduce additional operational, technological, and regulatory risks.
  • Substantial competition may harm our business.
  • Changes to our policies to protect buyers and sellers could increase our costs and loss rate, and failure to manage such programs effectively can result in harm to our reputation.
  • Seasonality and weather conditions may cause our operating results to vary from quarter to quarter.
  • Our share repurchase program may not be fully executed or may be suspended or terminated at any time, and the program could affect the market price of our common stock.
  • Risks Related to Technology, Security, and Data
  • Breaches of our information systems could adversely affect our reputation, disrupt our operations, and result in increased costs and loss of sales.
  • We and the third parties with whom we work are subject to stringent and evolving obligations related to data privacy and security, and our actual or perceived failure to comply with such obligations (or such failure by the third parties with whom we work) could lead to adverse business consequences.
  • A failure of our information technology systems, or an interruption in their operation due to internal or external factors including cyberattacks, could have a material adverse effect on our business, financial condition or results of operations.
The other 26 risks
  • Generative artificial intelligence may have a significant impact on our business.
  • Operations and continued development of our payments system and financial services offerings require ongoing investment, are subject to evolving laws, regulations, rules, and standards, and involve risk, including risks related to our dependence on third-party providers.
  • Risks Related to Financial Reporting and Controls
  • We are and may continue to be subject to litigation arising from the restatement of our financial statements and related matters, which could result in significant judgments, settlements, penalties, and legal expenses.
  • We may be required to indemnify our current and former directors, officers and employees in connection with litigation and other actions which could result in significant legal expenses and other costs to us.
  • Our reputation may be harmed by the Special Committee Investigation, the SEC Investigation, and the restatement, making it more difficult to attract business opportunities, employees, and investors.
  • Investors may view our historical financial statements as less reliable following the restatement, which could adversely effect our access to capital markets and our stock price.
  • We previously identified material weaknesses in our internal control over financial reporting and our remediation efforts may not be fully effective.
  • Risks Related to Legal or Regulatory Matters
  • If we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights.
  • We may be subject to intellectual property infringement claims, which could cause us to incur litigation costs and divert management attention from our business.
  • We are engaged in legal proceedings that could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention.
  • Current and future government regulations, particularly regulations relating to the sale of firearms and ammunition, may negatively impact the demand for products held for sale on our platform.
  • Changes in government policies and firearms legislation could adversely affect our financial results.
  • General Risk Factors
  • Our operating results may experience significant fluctuations.
  • We may not be able to secure additional financing on favorable terms, or at all, to meet our future capital needs.
  • Our charter documents and Delaware law could make it more difficult for a third party to acquire us and discourage a takeover.
  • Our certification of incorporation designates the Court of Chancery in the State of Delaware as the sole and exclusive forum for actions or proceedings that may be initiated by our stockholders, which could discourage claims or limit stockholders’ ability to make a claim against the Company, our directors, officers, and employees.
  • Our performance is influenced by a variety of economic, social, and political factors.
  • War, terrorism, other acts of violence, or natural, or manmade disasters, may affect the markets in which the Company operates, the Company’s customers, and the Company’s customer service, and could have a material adverse impact on our business, results of operations, or financial condition.
  • Risks Related to our Series A Preferred Stock
  • The Series A Preferred Stock ranks junior to all of our indebtedness and other liabilities.
  • The trading market for the Series A Preferred Stock may not provide investors with adequate liquidity.
  • We may issue additional shares of Series A Preferred Stock and additional series of preferred stock that rank on parity with the Series A Preferred Stock as to dividend rights, rights upon liquidation or voting rights.
  • We may not be able to pay dividends on the Series A Preferred Stock if we have insufficient cash to make dividend payments.
  • Our Series A Preferred Stock has not been rated.
  • We may redeem the Series A Preferred Stock.
  • Holders of Series A Preferred Stock have extremely limited voting rights.
  • The Series A Preferred Stock is not convertible, and investors will not realize a corresponding upside if the market price of the common stock increases.

Legal proceedings

From time to time, we are involved in various disputes, claims, suits, investigations and legal proceedings arising in the ordinary course of business, including commercial, intellectual property, and employment-related matters, as well as stockholder derivative actions, class action lawsuits and other matters. The litigation matters described below involve issues or claims that may be of particular interest to our stockholders, regardless of whether any of these matters were material to our business or financial condition based upon the standard set forth in the SEC’s rules. To our knowledge, except as set forth below, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.

DCP Matter

On January 18, 2024, Innovative Computer Professionals, Inc. d/b/a Digital Cash Processing (“DCP”) filed a civil action in Minnesota state court against Outdoors Online, LLC d/b/a GunBroker.com (“GunBroker.com”) for breach of contract (the “MN Action”). In the MN Action, DCP alleged that GunBroker.com breached a May 2021 contract, pursuant to which DCP was to provide specified digital payment processing services, and it alleged $100 million in damages. On February 7, 2024, GunBroker.com removed the MN Action to the United States District Court for the District of Minnesota (Case No. 24-CV-00373-DWF-DTS). On February 14, 2024, GunBroker.com moved to dismiss the MN Action for lack of personal jurisdiction and for failure to adequately state a claim, or, in the alternative, to transfer the MN Action to the United States District Court for the District of Arizona (the “Motion”). The court denied the Motion and GunBroker filed its Answer and Counterclaims. The Company and DCP engaged in fact and expert discovery for several months.

The opening of Item 3, Legal Proceedings.5

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