Exhibit
4.14


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


 


General


 


As
of June 25, 2021, Ammo, Inc. (the “Company”) has two classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, par value $0.001 per share; and (ii) our 8.75%
Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 per share (the “Series A Preferred Stock”).


 


The
following description summarizes the most important terms of our common stock and Series A Preferred Stock. This summary does not
purport to be complete and is qualified in its entirety by the provisions of our amended and restated certificate of incorporation,
certificate of designations of the Series A Preferred Stock, and bylaws, copies of which have been incorporated by reference as an
exhibit to the Annual Report on Form 10-K of which this Exhibit 4.14 is a part. For a complete description of our capital
stock, you should refer to our amended and restated certificate of incorporation, certificate of designations of the Series A
Preferred Stock, and bylaws, and to the applicable provisions of Delaware law.


 


Our
authorized capital stock consists of 200,000,000 shares of common stock, $0.001 par value per share, and 10,000,000 shares of preferred
stock, $0.001 par value per share, of which 1,680,000 have been designated Series A Preferred Stock. The outstanding shares of our common
stock and Series A Preferred Stock are fully paid and nonassessable.


 


Common
Stock


 


Listing


 


Our
common stock trades on the Nasdaq Capital Market under the symbol “POWW.”


 


Dividend
Rights


 


Subject
to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock will be entitled
to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then
only at the times and in the amounts that our board of directors may determine.


 


Voting
Rights


 


Holders
of our common stock are entitled to one vote for each share held on all matters properly submitted to a vote of stockholders on which
holders of common stock are entitled to vote. We have not provided for cumulative voting for the election of directors in our amended
and restated certificate of incorporation. The directors will be elected by a plurality of the outstanding shares entitled to vote on
the election of directors.


 


No
Preemptive or Similar Rights


 


Our
common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.


 


Right
to Receive Liquidation Distributions


 


If
we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would
be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject
to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences,
if any, on any outstanding shares of preferred stock.


 




    	 



     


    




 


Preferred
Stock


 


Our
board of directors is authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series,
to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences and
rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or
action by our stockholders. Our board of directors can also increase (but not above the total number of authorized shares of the class)
or decrease (but not below the number of shares then outstanding) the number of shares of any series of preferred stock, without any
further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion
rights that could adversely affect the voting power or other rights of the holders of our common stock or other series of preferred stock.
The issuance of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate
purposes, could, among other things, have the effect of delaying, deferring or preventing a change in our control of our company and
might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock.


 


Series
A Preferred Stock


 


Listing


 


Our
Series A Preferred Stock trades on the Nasdaq Capital Market under the symbol “POWWP.”


 


No
Maturity, Sinking Fund or Mandatory Redemption


 


The
Series A Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption. Shares of the Series
A Preferred Stock will remain outstanding indefinitely unless we decide to redeem or otherwise repurchase them. We are not required to
set aside funds to redeem the Series A Preferred Stock.





 


Ranking


 


The
Series A Preferred Stock will rank, with respect to rights to the payment of dividends and the distribution of assets upon our liquidation,
dissolution or winding up:


 


	 	(1)	senior
    to all classes or series of our common stock and to all other equity securities issued by us other than equity securities referred
    to in clauses (2) and (3) below;
	 	 	 
	 	(2)	on
    a parity with all equity securities issued by us with terms specifically providing that those equity securities rank on a parity
    with the Series A Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation,
    dissolution or winding up;
	 	 	 
	 	(3)	junior
    to all equity securities issued by us with terms specifically providing that those equity securities rank senior to the Series A
    Preferred Stock with respect to rights to the payment of dividends and the distribution of assets upon our liquidation, dissolution
    or winding up (please see the section entitled “Voting Rights” below); and
	 	 	 
	 	(4)	effectively
    junior to all of our existing and future indebtedness (including indebtedness convertible to our common stock or preferred stock)
    and to any indebtedness and other liabilities of (as well as any preferred equity interests held by others in) our existing subsidiaries.


 


Dividends


 


Holders
of shares of the Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors, out of funds of
the Company legally available for the payment of dividends, cumulative cash dividends at the rate of 8.75% of the $25.00 per share liquidation
preference per annum (equivalent to $2.1875 per annum per share). Dividends on the Series A Preferred Stock shall be payable on a quarterly
basis on the fifteenth day of each of March, June, September, and December; provided that if any dividend payment date is not a business
day, as defined in the certificate of designations, then the dividend that would otherwise have been payable on that dividend payment
date may be paid on the next succeeding business day and no interest, additional dividends or other sums will accrue on the amount so
payable for the period from and after that dividend payment date to that next succeeding business day. Any dividend payable on the Series
A Preferred Stock, including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting
of twelve 30-day months, however, the shares of Series A Preferred Stock offered hereby will be credited as having accrued dividends
since May 21, 2021. Dividends will be payable to holders of record as they appear in our stock records for the Series A Preferred Stock
at the close of business on the applicable record date, which shall be the last day of the calendar month, whether or not a business
day, immediately preceding the month in which the applicable dividend payment date falls. As a result, holders of shares of Series A
Preferred Stock will not be entitled to receive dividends on a dividend payment date if such shares were not issued and outstanding on
the applicable dividend record date.


 




    	 



     


    




 


No
dividends on shares of Series A Preferred Stock shall be authorized by our board of directors or paid or set apart for payment by us
at any time when the terms and provisions of any agreement of ours, including any agreement relating to our indebtedness, prohibit the
authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof
would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment
shall be restricted or prohibited by law. You should review the information appearing above under “Risk Factors—We may not
be able to pay dividends on the Series A Preferred Stock” for information as to, among other things, other circumstances under
which we may be unable to pay dividends on the Series A Preferred Stock.


 


Notwithstanding
the foregoing, dividends on the Series A Preferred Stock will accrue whether or not we have earnings, whether or not there are funds
legally available for the payment of those dividends and whether or not those dividends are declared by our board of directors. No interest,
or sum in lieu of interest, will be payable in respect of any dividend payment or payments on the Series A Preferred Stock that may be
in arrears, and holders of the Series A Preferred Stock will not be entitled to any dividends in excess of full cumulative dividends
described above. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accumulated but
unpaid dividend due with respect to those shares.


 


Future
distributions on our common stock and preferred stock, including the Series A Preferred Stock will be at the discretion of our board
of directors and will depend on, among other things, our results of operations, cash flow from operations, financial condition and capital
requirements, any debt service requirements and any other factors our board of directors deems relevant. Accordingly, we cannot guarantee
that we will be able to make cash distributions on our preferred stock or what the actual distributions will be for any future period.


 


Unless
full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, no
dividends (other than in shares of common stock or in shares of any series of preferred stock that we may issue ranking junior to the
Series A Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up) shall
be declared or paid or set aside for payment upon shares of our common stock or preferred stock that we may issue ranking junior to,
or on a parity with, the Series A Preferred Stock as to the payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up. Nor shall any other distribution be declared or made upon shares of our common stock or preferred stock that we may issue
ranking junior to, or on a parity with, the Series A Preferred Stock as to the payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up. Also, any shares of our common stock or preferred stock that we may issue ranking junior to or
on a parity with the Series A Preferred Stock as to the payment of dividends or the distribution of assets upon liquidation, dissolution
or winding up shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys paid to or made available for
a sinking fund for the redemption of any such shares) by us (except by conversion into or exchange for our other capital stock that we
may issue ranking junior to the Series A Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation,
dissolution or winding up).


 


When
dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and
the shares of any other series of preferred stock that we may issue ranking on a parity as to the payment of dividends with the Series
A Preferred Stock, all dividends declared upon the Series A Preferred Stock and any other series of preferred stock that we may issue
ranking on a parity as to the payment of dividends with the Series A Preferred Stock shall be declared pro rata so that the amount of
dividends declared per share of Series A Preferred Stock and such other series of preferred stock that we may issue shall in all cases
bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other series of preferred
stock that we may issue (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred
stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in
respect of any dividend payment or payments on the Series A Preferred Stock that may be in arrears.


 




    	 



     


    

 





Liquidation
Preference


 


In
the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series A Preferred Stock will
be entitled to be paid out of the assets we have legally available for distribution to our shareholders, subject to the preferential
rights of the holders of any class or series of our capital stock we may issue ranking senior to the Series A Preferred Stock with respect
to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share, plus an amount
equal to any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made to
holders of our common stock or any other class or series of our capital stock we may issue that ranks junior to the Series A Preferred
Stock as to liquidation rights.


 


In
the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, our available assets are insufficient
to pay the amount of the liquidating distributions on all outstanding shares of Series A Preferred Stock and the corresponding amounts
payable on all shares of other classes or series of our capital stock that we may issue ranking on a parity with the Series A Preferred
Stock in the distribution of assets, then the holders of the Series A Preferred Stock and all other such classes or series of capital
stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would
otherwise be respectively entitled.


 


Holders
of Series A Preferred Stock will be entitled to written notice of any such liquidation, dissolution or winding up no fewer than 30 days
and no more than 60 days prior to the payment date. After payment of the full amount of the liquidating distributions to which they are
entitled, the holders of Series A Preferred Stock will have no right or claim to any of our remaining assets. The consolidation or merger
of us with or into any other corporation, trust or entity or of any other entity with or into us, or the sale, lease, transfer or conveyance
of all or substantially all of our property or business, shall not be deemed a liquidation, dissolution or winding up of us (although
such events may give rise to the special optional redemption to the extent described below).


 


Redemption


 


The
Series A Preferred Stock is not redeemable by us prior to May 18, 2026, except as described below under “—Special Optional
Redemption.”


 


Optional
Redemption. On and after May 18, 2026, we may, at our option, upon not less than 30 nor more than 60 days’ written notice, redeem
the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share,
plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption.


 


Special
Optional Redemption. Upon the occurrence of a Change of Control, we may, at our option, upon not less than 30 nor more than 60 days’
written notice, redeem the Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of
Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including,
the redemption date.


 


In
connection with any redemption of Series A Preferred Stock, we shall pay, in cash, any accumulated and unpaid dividends to, but not including,
the redemption date, unless a redemption date falls after a dividend record date and prior to the corresponding dividend payment date,
in which case each holder of Series A Preferred Stock at the close of business on such dividend record date shall be entitled to the
dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before such
dividend payment date. Except as provided above, we will make no payment or allowance for unpaid dividends, whether or not in arrears,
on shares of the Series A Preferred Stock to be redeemed.


 




    	 



     


    

 








Unless
full cumulative dividends on all shares of Series A Preferred Stock have been or contemporaneously are declared and paid or declared
and a sum sufficient for the payment thereof has been or contemporaneously is set apart for payment for all past dividend periods, no
shares of Series A Preferred Stock shall be redeemed unless all outstanding shares of Series A Preferred Stock are simultaneously redeemed
and we shall not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (except by exchanging it
for our capital stock ranking junior to the Series A Preferred Stock as to the payment of dividends and distribution of assets upon liquidation,
dissolution or winding up); provided, however, that the foregoing shall not prevent the purchase or acquisition by us of shares of Series
A Preferred Stock pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series A Preferred
Stock.


 


Subject
to applicable law, we may purchase shares of Series A Preferred Stock in the open market, by tender or by private agreement. Any shares
of Series A Preferred Stock that we acquire may be retired and reclassified as authorized but unissued shares of preferred stock, without
designation as to class or series, and may thereafter be reissued as any class or series of preferred stock.


 





Voting
Rights


 


Holders
of the Series A Preferred Stock do not have any voting rights, except as set forth below or as otherwise required by law.


 


On
each matter on which holders of Series A Preferred Stock are entitled to vote, each share of Series A Preferred Stock will be entitled
to one vote. In instances described below where holders of Series A Preferred Stock vote with holders of any other class or series of
our preferred stock as a single class on any matter, the Series A Preferred Stock and the shares of each such other class or series will
have one vote for each $25.00 of liquidation preference (excluding accumulated dividends) represented by their respective shares.


 


Whenever
dividends on any shares of Series A Preferred Stock are in arrears for four or more consecutive or non-consecutive quarterly dividend
periods, the number of directors constituting our board of directors will be automatically increased by two (if not already increased
by two by reason of the election of directors by the holders of any other class or series of our preferred stock we may issue upon which
like voting rights have been conferred and are exercisable and with which the Series A Preferred Stock is entitled to vote as a class
with respect to the election of those two directors) and the holders of Series A Preferred Stock (voting separately as a class with all
other classes or series of preferred stock we may issue upon which like voting rights have been conferred and are exercisable and which
are entitled to vote as a class with the Series A Preferred Stock in the election of those two directors) will be entitled to vote for
the election of those two additional directors (the “preferred stock directors”) at a special meeting called by us at the
request of the holders of record of at least 25% of the outstanding shares of Series A Preferred Stock or by the holders of any other
class or series of preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote
as a class with the Series A Preferred Stock in the election of those two preferred stock directors (unless the request is received less
than 90 days before the date fixed for the next annual or special meeting of shareholders, in which case, such vote will be held at the
earlier of the next annual or special meeting of shareholders), and at each subsequent annual meeting until all dividends accumulated
on the Series A Preferred Stock for all past dividend periods and the then current dividend period have been fully paid or declared and
a sum sufficient for the payment thereof set aside for payment. In that case, the right of holders of the Series A Preferred Stock to
elect any directors will cease and, unless there are other classes or series of our preferred stock upon which like voting rights have
been conferred and are exercisable, any preferred stock directors elected by holders of the Series A Preferred Stock shall immediately
resign and the number of directors constituting the board of directors shall be reduced accordingly. In no event shall the holders of
Series A Preferred Stock be entitled under these voting rights to elect a preferred stock director that would cause us to fail to satisfy
a requirement relating to director independence of any national securities exchange or quotation system on which any class or series
of our capital stock is listed or quoted. For the avoidance of doubt, in no event shall the total number of preferred stock directors
elected by holders of the Series A Preferred Stock (voting separately as a class with all other classes or series of preferred stock
we may issue upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the
Series A Preferred Stock in the election of such directors) under these voting rights exceed two.


 




    	 



     


    

 





If
a special meeting is not called by us within 30 days after request from the holders of Series A Preferred Stock as described above, then
the holders of record of at least 25% of the outstanding Series A Preferred Stock may designate a holder to call the meeting at our expense.


 


If,
at any time when the voting rights conferred upon the Series A Preferred Stock are exercisable, any vacancy in the office of a preferred
stock director shall occur, then such vacancy may be filled only by a written consent of the remaining preferred stock director, or if
none remains in office, by vote of the holders of record of the outstanding Series A Preferred Stock and any other classes or series
of preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with
the Series A Preferred Stock in the election of the preferred stock directors. Any preferred stock director elected or appointed may
be removed only by the affirmative vote of holders of the outstanding Series A Preferred Stock and any other classes or series of preferred
stock upon which like voting rights have been conferred and are exercisable and which classes or series of preferred stock are entitled
to vote as a class with the Series A Preferred Stock in the election of the preferred stock directors, such removal to be effected by
the affirmative vote of a majority of the votes entitled to be cast by the holders of the outstanding Series A Preferred Stock and any
such other classes or series of preferred stock, and may not be removed by the holders of the common stock.


 


So
long as any shares of Series A Preferred Stock remain outstanding, we will not, without the affirmative vote or consent of the holders
of at least two-thirds of the votes entitled to be cast by the holders of the Series A Preferred Stock outstanding at the time, given
in person or by proxy, either in writing or at a meeting (voting together as a class with all other series of parity preferred stock
that we may issue upon which like voting rights have been conferred and are exercisable), (a) authorize or create, or increase the authorized
or issued amount of, any class or series of capital stock ranking senior to, or on parity with, the Series A Preferred Stock with respect
to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up or reclassify any of our authorized
capital stock into such shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to
purchase any such shares; or (b) amend, alter, repeal or replace our amended and restated certificate of incorporation, including by
way of a merger, consolidation or otherwise in which we may or may not be the surviving entity, so as to materially and adversely affect
and deprive holders of Series A Preferred Stock of any right, preference, privilege or voting power of the Series A Preferred Stock (each,
an “Event”). An increase in the amount of the authorized preferred stock, including the Series A Preferred Stock, or the
creation or issuance of any additional Series A Preferred Stock or other series of preferred stock that we may issue, or any increase
in the amount of authorized shares of such series, in each case ranking junior to the Series A Preferred Stock with respect to payment
of dividends or the distribution of assets upon liquidation, dissolution or winding up, shall not be deemed an Event and will not require
us to obtain two-thirds of the votes entitled to be cast by the holders of the Series A Preferred Stock and all such other similarly
affected series, outstanding at the time (voting together as a class).


 


The
foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series A Preferred Stock shall have been redeemed or called for redemption upon
proper notice and sufficient funds shall have been deposited in trust to effect such redemption.


 


Except
as expressly stated in the certificate of designations or as may be required by applicable law, the Series A Preferred Stock do not have
any relative, participating, optional or other special voting rights or powers and the consent of the holders thereof shall not be required
for the taking of any corporate action.


 




    	 



     


    

 





Information
Rights


 


During
any period in which we are not subject to Section 13 or 15(d) of the Exchange Act and any shares of Series A Preferred Stock are outstanding,
we will use our best efforts to (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series A Preferred
Stock, as their names and addresses appear on our record books and without cost to such holders, copies of the Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q that we would have been required to file with the SEC pursuant to Section 13 or 15(d) of the
Exchange Act if we were subject thereto (other than any exhibits that would have been required) and (ii) promptly, upon request, supply
copies of such reports to any holders or prospective holder of Series A Preferred Stock. We will use our best effort to mail (or otherwise
provide) the information to the holders of the Series A Preferred Stock within 15 days after the respective dates by which a periodic
report on Form 10-K or Form 10-Q, as the case may be, in respect of such information would have been required to be filed with the SEC,
if we were subject to Section 13 or 15(d) of the Exchange Act, in each case, based on the dates on which we would be required to file
such periodic reports if we were a “non-accelerated filer” within the meaning of the Exchange Act.


 


No
Conversion Rights


 


The
Series A Preferred Stock is not convertible into our common stock or any other security.


 


No
Preemptive Rights


 


No
holders of the Series A Preferred Stock will, as holders of Series A Preferred Stock, have any preemptive rights to purchase or subscribe
for our common stock or any other security.