8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2025

Outdoor Holding Company

(Exact name of registrant as specified in its charter)

Delaware	001-13101	30-0957912
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7681 E. Gray Rd.

Scottsdale, Arizona 85260

(Address of principal executive offices)

(480) 947-0001

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	POWW	The Nasdaq Stock Market LLC (Nasdaq Capital Market)
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value	POWWP	The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 29, 2025, Outdoor Holding Company (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). Stockholders of record as of the close of business on June 30, 2025 (the “Record Date”) were entitled notice of, and to vote at, the 2025 Annual Meeting.

As of the Record Date, 117,110,797 shares of common stock, par value $0.01 per share (“Common Stock”) were outstanding and entitled to vote and represented one vote that could be voted on each matter that came before the 2025 Annual Meeting.

At the 2025 Annual Meeting, 83,888,556 shares of Common Stock, or 71.6% of the number of shares of outstanding Common Stock, were represented, in person or by proxy at the 2025 Annual Meeting, constituting the presence in person or by proxy of the holders of more than one-third (33.33%) of the outstanding stock needed for a quorum at the 2025 Annual Meeting.

The following seven proposals, each of which is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 14, 2025, as supplemented on August 13, 2025 (the “Proxy Statement”) were before the stockholders for vote at the 2025 Annual Meeting. Each proposal received the votes listed below.

Proposals 1 through 6 received a sufficient number of votes to be approved. Based on the results of Proposal 7, the Board of Directors of the Company (the “Board”) has determined that the Company will conduct future advisory votes on the compensation of the Company’s named executive officers every year. This policy will remain in effect until the next stockholder vote on the frequency of advisory votes on executive compensation, which is expected to occur at the Company’s annual meeting of stockholders to be held in 2031.

Proposal 1: Election of Five Directors to Serve until the 2026 Annual Meeting. Each nominee was elected by the Company’s stockholders to serve a one-year term until the annual meeting of stockholders to be held in 2026 and until their successors are duly elected and qualified.

Nominee	For		Against		Abstain		Broker-Non Votes
Steve F. Urvan		57,153,309		1,272,117		197,238		25,265,892
Christos Tsentas		45,264,012		13,127,947		230,705		25,265,892
Wayne Walker		46,193,118		12,137,257		292,289		25,265,892
Houman Akhavan		57,142,368		1,251,147		229,149		25,265,892
David Douglas		57,292,729		1,108,085		221,850		25,265,892

Proposal 2: Ratification of the Appointment of Withum Smith+Brown. PC as the Company’s Independent Registered Public Accounting Firm. The stockholders ratified the appointment of Withum Smith+Brown, PC. as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026.

For		Against		Abstentions
	80,057,820		3,241,328		589,408

Proposal 3: Approval of the 2025 Long-Term Incentive Plan. The shareholders approved the Outdoor Holding Company 2025 Long Term Incentive Plan.

For		Against		Abstentions		Broker Non-Votes
	53,451,478		4,757,666		413,520		25,265,892

Proposal 4: Approval of the issuance of a Warrant and Shares of Common Stock Upon Exercise of the Warrant. The stockholders approved the issuance of a warrant (the “Additional Warrant”) and the issuance of up to 13,000,000 shares of our Common Stock upon exercise of the Additional Warrant to an affiliated designee of Steven F. Urvan, Chairman of the Board and our Chief Executive Officer, pursuant to the Settlement Agreement (as defined in the Proxy Statement) that became effective on May 30, 2025;

For		Against		Abstentions		Broker Non-Votes
	56,153,490		2,345,400		123,774		25,265,892

Proposal 5: Approval of the Reverse Stock Split. The stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Common Stock at a ratio in the range of 1-for-5 to 1-for-10, with the exact ratio to be determined at the discretion of the Board, to be effected at such time and date, if at all, as determined by the Board, but in any case prior the one-year anniversary of stockholder approval.

For		Against		Abstentions
	71,852,902		11,111,741		923,913

Proposal 6: Say on Pay Proposal. The stockholders approved on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement;

For		Against		Abstentions		Broker Non-Votes
	55,334,796		2,188,895		1,098,973		25,265,892

Proposal 7: Say on Frequency Proposal. The stockholders, on an advisory basis, approved “1 Year” for the frequency of future advisory votes on named executive officer compensation;

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
	30,477,445		426,341		26,847,437		871,441		25,265,892

Item 7.01. Regulation FD Disclosure.

On September 2, 2025 the Company issued a press release announcing full compliance with Nasdaq’s Listing Rule 5620(a). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific referencing in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated September 2, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 2, 2025	By:	/s/ Paul Kasowski
		Paul Kasowski
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Outdoor Holding Company Regains Full Compliance with Nasdaq Rule

Following Successful Annual Stockholder Meeting

Scottsdale, Arizona - September 2, 2025 - 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 vote by the Company’s Board of Directors. 

Chairman and Chief Executive Officer Steve Urvan said, “We are very pleased to regain full compliance with Nasdaq Listing Rule 5620(a). We received a series of deficiency notices starting over 9 months ago, and the board and management team has worked tirelessly to resolve these deficiencies. In the remediation process, we have dramatically improved our internal corporate processes and governance to position the Company for the future. Witha new board of seasoned veterans, we can now focus fully on our mission as a pure-play online marketplace for firearms and outdoor enthusiasts. Our primary mandate will be accelerating growth in our core online business and enhancing long-term stockholder value. I look forward to working with our newly elected board on achieving these goals.”

At the Annual Meeting, the Company’s stockholders approved the following matters, each of which is described in greater detail in the Company’s proxy statement filed with the Securities and Exchange Commission on July 14, 2025:

1.	Election of Steve F. Urvan, Christos Tsentas, Wayne Walker, Houman Akhavan, and David Douglas as directors of the Company through the 2026 annual meeting of stockholders.
2.	Ratification of Withum Smith & Brown, PC as our independent registered public accounting firm for the fiscal year ending March 31, 2026.
3.	Approval of the Outdoor Holding Company 2025 Long-Term Incentive Plan.
4.	Approval of the Warrant Share Issuance Proposal.
5.	Approval of a Reverse Stock Split of the Common Stock at a ratio in the range of 1-for-5 to 1-for-10, with the exact ratio to be determined at the discretion of the Company’s board within one year of the Annual Meeting.
6.	Approval, on an advisory basis, of the compensation of the Company’s named executive officer compensation.
7.	Approval, on an advisory basis, of the frequency of future advisory votes on named executive officer compensation in one-year intervals.

About Outdoor Holding Company

With its corporate offices headquartered in Scottsdale, Arizona, Outdoor Holding Company is a publicly traded corporation that owns and operates subsidiaries serving outdoor enthusiasts, including GunBroker.com.

About GunBroker.com

GunBroker.com is the largest online marketplace dedicated to firearms, hunting, shooting and related products. Aside from merchandise bearing its logo, GunBroker.com currently sells none of the items listed on its website. Third-party sellers list items on the site and Federal and state laws govern the sale of firearms and other restricted items. Ownership policies and regulations are followed using licensed firearms dealers as transfer agents. Launched in 1999, GunBroker.com is an informative, secure and safe way to buy and sell firearms, ammunition, air guns, archery equipment, knives and swords, firearms accessories and hunting/shooting gear online. GunBroker.com promotes responsible ownership of guns and firearms. For more information, please visit: www.gunbroker.com.

Forward-Looking Statements

Statements contained or incorporated by reference in this press release that are not historical are considered “forward-looking statements” within the meaning of the federal securities laws and are presented pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, among others, statements about the Company’s ability to satisfy Nasdaq listing standards, the Company’s ability to accelerate growth in its core online business and enhance long-term stockholder value and other statements that are not historical facts. Instead, they are based only on Company management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they 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. Important factors that could cause actual results to differ materially from those described in forward-looking statements include, but are not limited to, the Company’s ability to maintain and expand its e-commerce business, the Company’s ability to introduce new features on its e-commerce platform that match consumer preferences, the Company’s ability to retain and grow its customer base, the impact of lawsuits, including securities class action lawsuits, stockholder derivative suits and enforcement actions by regulatory authorities, the impact of adverse economic market conditions, including from social and political factors, and the occurrence of any other event, change or other circumstances that could give rise to impacts on operating results. Therefore, investors should not rely on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on June 17, 2025, and additional disclosures the Company makes in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this press release, and except as required by law, the Company expressly disclaims any obligation or undertaking to update any forward-looking statements.

Investor Contact:	Michael Bacal
	mbacal@darrowir.com
	917-886-9071

XML

Cover	Aug. 29, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 29, 2025
Entity File Number	001-13101
Entity Registrant Name	Outdoor Holding Company
Entity Central Index Key	0001015383
Entity Tax Identification Number	30-0957912
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7681 E. Gray Rd.
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	(480)
Local Phone Number	947-0001
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.001 par value
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	POWW
Security Exchange Name	NASDAQ
8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value
Title of 12(b) Security	8.75% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value
Trading Symbol	POWWP
Security Exchange Name	NASDAQ