Outdoor Holding Company filed SEC Form 8-K: Other Events, Unregistered Sales of Equity Securities
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| Item 3.02. | Unregistered Sales of Equity Securities. |
To the extent required, the information set forth in Item 8.01 of this Current Report on Form 8-K relating to the issuance of the Warrant (defined below) and the Warrant Shares (defined below) is incorporated by reference into this Item 3.02. The issuance of the Warrant was, and the issuance of the Warrant Shares will be, undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
| Item 8.01. | Other Events. |
As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2025 (as amended on June 2, 2025), on May 21, 2025, Outdoor Holding Company (the “Company”) entered into a settlement agreement (the “Settlement Agreement”), by and among the Company, Speedlight Group I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Steven F. Urvan, and certain former members of the Board of Directors of the Company, which Settlement Agreement became effective at 5:00 p.m. Eastern Time on May 30, 2025, pursuant to its terms (the “Settlement Effective Date”).
Pursuant to the Settlement Agreement, on the Settlement Effective Date, the Company issued to GDI Air III LLC, an affiliated designee of Mr. Urvan (the “Urvan Designee”), among other things, an unsecured promissory note in a principal amount of $39.0 million (the “Note”), which bears interest at 4.62% per annum (subject to a 2.00% increase during an event of default). Pursuant to the terms of the Note, the Company has the option (the “Prepayment Option”), at any time prior to May 30, 2026, to prepay all, but not less than all, of the then-outstanding principal amount of the Note and accrued and unpaid interest thereon in exchange for the issuance of a warrant to purchase 13.0 million shares (the “Warrant”) of common stock, par value $0.001 per share, of the Company (the “Warrant Shares”), subject to the Company first obtaining stockholder approval of the issuance of the Warrant and the Warrant Shares pursuant to Nasdaq Listing Rule 5635. At the Company’s 2025 Annual Meeting of Stockholders held on August 29, 2025, the Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635, the issuance of the Warrant and the Warrant Shares.
On September 17, 2025, the independent and disinterested members of the Board approved the exercise of the Prepayment Option and the Company issued the Warrant to the Urvan Designee. As a result of the issuance of the Warrant, all obligations under the Note have been satisfied in full.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OUTDOOR HOLDING COMPANY | ||
| Dated: September 22, 2025 | By: | /s/ Paul J. Kasowski |
| Paul J. Kasowski | ||
| Chief Financial Officer | ||