2025-12-17 sec-litreleases complaint 534 KB 140 chars

SEC v. Fred W. Wagenhals; Robert D. Wiley; and Christopher D. Larson, Southern District of California (Dec. 17, 2025) — Complaint

raw: SEC v. Fred W. Wagenhals;

SEC v. Fred W. Wagenhals; (Dec. 17, 2025)

Caption: Securities and Exchange Commission v. Fred W. Wagenhals, et al.

Enriched metadata

Scheme: accounting-fraud (95%)
Court: Southern District of California
Outcome: settled · 2020-03-13
Victim loss: $62,400,000
Entity: Fred W. Wagenhals

Classified accounting-fraud(confidence 95%). EDGAR detection: forms 10-K/10-Q/8-K/NT 10-K· recall 80% / precision 48%. detection rule →

Extracted insights

Entities 5

agency ammo’s public sec filings and financial statements
person Christopher D. Larson
person fred w. wagenhals
person robert d. wiley
agency United States Securities And Exchange Commission

Triples 12

United States Securities And Exchange Commission alleges against Fred W. Wagenhals, Robert D. Wiley, and Christopher D. Larson
Fred W. Wagenhals made false and misleading statements in Ammo’s public SEC filings and financial statements
Robert D. Wiley made false and misleading statements in Ammo’s public SEC filings and financial statements
Christopher D. Larson played an executive role despite a federal court order from 2020 that prohibited him from holding an executive role at a public company
Ammo contracted with a company owned by Larson’s brother to build a $25 million manufacturing facility
Christopher D. Larson arranged a kickback scheme with an Ammo vendor who shared one-half of the fees Ammo paid to it with Larson
Fred W. Wagenhals covered up Larson’s problematic role and conduct
Robert D. Wiley covered up Larson’s problematic role and conduct
Fred W. Wagenhals made false statements to Ammo’s outside auditors
Robert D. Wiley made false statements to Ammo’s outside auditors
Ammo understated its expenses by improperly capitalizing certain investor relations costs
Ammo misrepresented the reasons for a positive earnings metric

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SEC v. Fred W. Wagenhals; · Source

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COMPLAINT 1

JAMES P. McDONALD
New York Bar No. 4823910
Colo. Bar No. 61599
[email protected]
ZACHARY T. CARLYLE
Colo. Bar No. 34962
[email protected]
JEREMY GRAVES
Colo. Bar No. 45522
[email protected]
SECURITIES AND EXCHANGE
COMMISSION
1961 Stout Street, Suite 1700
Denver, Colorado 80294-1961
Telephone: (303) 844-1000
Facsimile: (303) 297-3529

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF ARIZONA

United States Securities and
Exchange Commission,

Plaintiff,

Fred W. Wagenhals;
Robert D. Wiley; and
Christopher D. Larson,

Defendants.

Case No.

COMPLAINT AND JURY DEMAND

Plaintiff United States Securities and Exchange Commission (the “SEC”),

for its Complaint against Defendants Fred W. Wagenhals, Robert D. Wiley, and

Christopher D. Larson (collectively, the “Defendants”), alleges as follows:

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 1 of 63

COMPLAINT 2

INTRODUCTION AND SUMMARY

1. This case involves disclosure and accounting frauds and related

misconduct committed by the former executive management of AMMO, Inc.

(“Ammo” or the “Company”), a publicly traded company based in Scottsdale,

Arizona, that has now been renamed Outdoor Holding Company. The fraudulent

conduct included Defendants Fred Wagenhals, Ammo’s former Chief Executive

Officer (“CEO”), and Robert Wiley, Ammo’s former Chief Financial Officer

(“CFO”), making repeated materially false and misleading statements in Ammo’s

public SEC filings and financial statements that generally had the purpose of

hiding or obfuscating unfavorable information about the management and

operations of the company. The false and misleading statements included hiding

that one of Ammo’s key business leaders, and a co-founder of the company,

Defendant Christopher Larson, played a critical executive and management role

notwithstanding a federal court order from 2020 that prohibited him from holding

and performing an executive role at a public company. Further, Ammo’s public

reports and financial statements were replete with misleading statements and

omitted information, and also contained fundamental accounting errors, which

Wagenhals and Wiley approved and certified while knowing information in the

reports was inaccurate.

2. Not only did Larson’s undisclosed, senior role at Ammo enable him to

lead major business operations of the company in contravention of a court order,

including the negotiations for the most significant acquisition in Ammo’s history,

it also allowed him to arrange a series of transactions where Larson or a member of

his family would benefit financially. These related party transactions included

Ammo contracting with a company owned by Larson’s brother to build a $25

million manufacturing facility and a kickback scheme where an Ammo vendor

shared one-half of the fees Ammo paid to it with Larson.

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 2 of 63

COMPLAINT 3

3. Over several years, CEO Wagenhals and CFO Wiley repeatedly

covered up and attempted to hide Larson’s problematic role and conduct, which

included them making repeated false and misleading statements to Ammo’s

outside auditors, and failing to disclose related party transactions involving Larson

and members of his family to the investing public.

4. In addition, various of the Defendants falsely portrayed Ammo’s

financial condition and operations more favorably by, among other things,

understating its expenses by improperly capitalizing certain investor relations

costs, misrepresenting the reasons for a positive earnings metric, and deviating

from Ammo’s disclosed method of calculating stock-compensation expense.

5. As a result of this and the other conduct alleged herein, Defendants

have violated and, unless restrained and enjoined, will continue to violate multiple

provisions of the federal securities laws.

DEFENDANTS AND RELEVANT ENTITIES

6. AMMO, Inc., which presently operates under the name Outdoor

Holding Company, was a Delaware corporation with its principal office in

Scottsdale, Arizona. In December 2020, Ammo began trading on the Nasdaq

Stock Exchange. Prior to trading on the Nasdaq Stock Exchange, Ammo’s stock

was traded over the counter.

7. At all times relevant to the allegations herein, Ammo’s common stock

was registered with the SEC pursuant to Section 12 of the Securities Exchange Act

of 1934 (“Exchange Act”) [15 U.S.C. § 78l]. Further, Ammo was required to file

periodic reports, including Forms 10-K and 10-Q, with the SEC pursuant to

Section 13(a) of the Exchange Act [15 U.S.C. § 78m(a)] and related rules

thereunder.

8. Fred W. Wagenhals, age 84, resides in Paradise Valley, Arizona.

Wagenhals co-founded Ammo with Larson in 2016. From approximately

December 2016 and continuing through July 2023, Wagenhals worked as Ammo’s

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 3 of 63

COMPLAINT 4

Chairman of the Board and CEO. In July 2023, Wagenhals transitioned to become

Ammo’s Executive Chairman, and he departed Ammo’s board in April 2025.

9. Robert D. Wiley, age 34, resides in Scottsdale, Arizona. Wiley is a

Certified Public Accountant (“CPA”) licensed in the state of Arizona. From May

2018 through January 2019, Wiley was Ammo’s controller, and from January 2019

through September 20, 2024, when he resigned at the request of Ammo’s board of

directors, Wiley served as Ammo’s CFO.

10. Christopher D. Larson, age 53, resides in Cave Creek, Arizona.

Larson co-founded Ammo in 2016. Larson was a CPA licensed in Minnesota until

his license was revoked in July 2021. Between approximately 2017 and 2022,

Larson held a role with the responsibilities of an executive officer and member of

Ammo’s management, including the title of Vice President of Finance, and

oversaw critical operations of Ammo. Throughout his tenure at Ammo, Larson

held a position subordinate only to Wagenhals and was senior to, or equivalent to,

other named executive officers. Ammo terminated Larson in November 2022.

JURISDICTION AND VENUE

11. The SEC brings this action pursuant to authority conferred on it by

Sections 20(b), 20(d)(1), and 20(e) of the Securities Act of 1933 (“Securities Act”)

[15 U.S.C. §§ 77t(b), 77t(d)(1), and 77t(e)] and Sections 21(d)(1), (2), (3), (5) and

(7), and 21(e) of the Exchange Act [15 U.S.C. §§ 78u(d)(1), (2), (3), (5), and (7)

and 78u(e)] to restrain and enjoin the Defendants from engaging in the acts,

practices, and courses of business described in this Complaint and similar acts,

practices, and courses of business. The SEC seeks permanent injunctions, civil

penalties, and officer and director bars against Wagenhals, Wiley, and Larson;

disgorgement of Larson’s ill-gotten gains derived from the conduct alleged in the

Complaint plus prejudgment interest thereon; and reimbursement from Wagenhals

and Wiley to Ammo of certain compensation and profits.

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 4 of 63

COMPLAINT 5

12. In connection with the acts, practices, and courses of business alleged

herein, Defendants, directly or indirectly, singly and in concert, made use of the

means or instruments of transportation or communications in interstate commerce,

the means or instrumentalities of interstate commerce, or of the mails, including

within this District.

13. This Court has jurisdiction over this action pursuant to Sections 20(b),

20(d)(1), 20(e), and 22(a) of the Securities Act [15 U.S.C. §§ 77t(b), 77t(d)(1),

77t(e) and 77v(a)] and Sections 21(d)(1), (2), (3), (5), and (7), 21(e), and 27(a) of

the Exchange Act [15 U.S.C. §§ 78u(d)(1), (2), (3), (5), and (7), 78u(e), and

78aa(a)].

14. Venue is proper in the District of Arizona pursuant to Section 22(a) of

the Securities Act [15 U.S.C. § 77v(a)], Section 27(a) of the Exchange Act [15

U.S.C. § 78aa(a)], and 28 U.S.C. § 1391(b). Each of the Defendants resides in this

District, and certain of the acts and transactions constituting violations of the

Securities Act and the Exchange Act occurred in this District, including the offer

and sale of Ammo securities.

15. In May 2025, each of Wagenhals, Wiley, and Larson entered into

agreements with the SEC to toll the running of any statute of limitations applicable

to any action or proceeding arising out of the SEC’s investigation entitled In the

Matter of Ammo, Inc. (D-04083), from which this action and the allegations herein

arise, for the period of May 1, 2025 through August 29, 2025.

FACTUAL ALLEGATIONS

I. Relevant Background

A. Ammo’s Founding by Wagenhals and Larson and the Company’s
Early Growth

16. In approximately 2016, Wagenhals met Larson, and, along with a

third individual (“Co-Founder”), agreed to pursue acquiring the assets of an

ammunition manufacturing facility in Payson, Arizona, with the purpose of starting

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 5 of 63

COMPLAINT 6

their own company. Larson and Co-Founder informed Wagenhals that their goal

would be to take such a business public. Near the time of their initial discussions,

both Larson and Co-Founder informed Wagenhals that they could not become

officers of this new company. In particular, Larson informed Wagenhals that he

was then under investigation by the SEC.

17. From late 2016 through early 2017, Wagenhals organized a

predecessor company to Ammo that was eventually combined, by a reverse

merger, with a shell company called Retrospettiva, Inc. that had a public

distribution of securities which traded over the counter. As a result of these

transactions, Retrospettiva was renamed AMMO, Inc., its trading symbol was

changed to “POWW,” and Wagenhals became the sole director of the company.

18. From at or near the time of Ammo’s commencing operations in 2017,

Wagenhals held the title of CEO, Larson held the title of Vice President of

Finance, and Co-Founder held the title of Chief Marketing Officer. At that time,

Wagenhals, Larson, and Co-Founder held positions at Ammo that were senior in

the organization to all other employees, including the Chief Operating Officer

(“COO”) and CFO.

19. Wiley joined Ammo as its controller in approximately April 2018, and

he became the CFO in January 2019 after the prior CFO resigned. At the time he

was hired, Wiley was Wagenhals’s stockbroker’s son-in-law, was 27-years old,

and had never held a corporate-officer position. After Wiley assumed the role of

CFO, Larson continued to hold a position and responsibilities senior to Wiley

through 2022.

20. Beginning with Ammo’s Form 10-K filed on April 11, 2018, the

company repeatedly stated in its public filings that one of its primary business

objectives was pursuing strategic acquisitions and developing strategic

relationships. Between 2017 and 2020, Ammo substantially increased its sales

revenues, based in part on its corporate acquisitions. Between fiscal year 2017 and

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 6 of 63

COMPLAINT 7

fiscal year 2021, Ammo’s sales increased from approximately $1.3 million to

$62.4 million.

21. On April 30, 2021, Ammo entered into a merger transaction under

which it acquired ownership of a group of companies that did business as

GunBroker.com, an online marketplace. To date, this was Ammo’s largest

acquisition. After the acquisition, Ammo had two primary business lines—

manufacturing and the online marketplace GunBroker.com.

22. During the timeframe relevant to the allegations herein, Ammo

regularly offered and sold securities, including stock, as defined in Section 2(a)(1)

of the Securities Act and Section 3(a)(10) of the Exchange Act [15 U.S.C. §§

77b(a)(1) and 78c(a)(10)].

23. Ammo regularly awarded its common stock to its executives,

employees, and board of directors. Also, Ammo periodically issued common stock

to third parties for services and goods purchased. In late 2020, Ammo sold about

9.5 million shares of common stock in a secondary offering at $2.10 per share. In

early 2021, Ammo sold another 20 million shares of common stock at $5.00 per

share. And in May 2021, Ammo sold about 1.4 million shares of 8.75% Series A

Cumulative Redeemable Perpetual Preferred Stock at $25.00 per share.

B. Larson Acted as a De Facto Executive Officer of Ammo
Throughout His Tenure.

24. For the benefit and protection of the investing public, the federal

securities laws and regulations mandate the disclosure of specific information by

public companies in certain of their public reports and proxy statements. Among

other things, public companies are required to identify their executive officers and

significant employees and disclose their business experience and any significant

legal history, including certain criminal convictions and injunctive orders. In

general, an executive officer is a “president, any vice president of the registrant in

charge of a principal business unit, division or function (such as sales,

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 7 of 63

COMPLAINT 8

administration or finance), any other officer who performs a policy making

function or any other person who performs similar policy making functions for the

registrant.” 17 C.F.R. § 240.3b-7. A person who acts as an executive officer of a

public company, even if he or she has not been given such a title, is defined as an

executive officer under the securities laws and regulations. These laws and

regulations also require public companies to disclose the compensation of their

highest-paid executive officers.

25. In April 2016, the SEC filed a lawsuit against Larson and others in the

United States District Court for the Southern District of California in a matter

entitled SEC v. Zouvas, et al., Case No. 16-CV-00998 (CAB), which alleged

violations of Sections 17(a)(1) and (3) of the Securities Act [15 U.S.C. §§

77(q)(a)(1) and 77(q)(a)(3)] and Section 10(b) and Rules 10b-5(a) and 10b-5(c) of

the Exchange Act [15 U.S.C. § 78j(b) and 17 C.F.R. §§ 240.10b-5(a) and 240.10b-

5(c).] The SEC alleged in this earlier lawsuit, among other matters, that Larson

had acted as de facto chief financial officer of a company called Crown Dynamics

Corporation (“Crown”) but that Larson’s “name did not appear in any of Crown’s

filings with the Commission.” The prior lawsuit was transferred to the United

States District Court for the District of Arizona in February 2017, and assigned

case number 2:17-cv-00427 (SPL).

26. The SEC and Larson agreed to settle the prior lawsuit on or about

March 13, 2020. As part of the settlement, Larson consented to entry of an order

barring him from acting as an officer of a public company. On June 1, 2020, the

Honorable Steven P. Logan, United States District Judge, entered a Partial Final

Judgment against Larson (hereinafter the “Larson Court Judgment”) that, among

other things prohibited Larson:

pursuant to Section 20(e) of the Securities Act, 15 U.S.C. § 77t(e), and
Section 21(d)(2) of the Exchange Act, 15 U.S.C. § 78u(d)(2), for a
period of five years from the date of entry of the Final Judgment, from
acting as an officer or director of any issuer that has a class of securities

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 8 of 63

COMPLAINT 9

registered pursuant to Section 12 of the Exchange Act, 15 U.S.C. § 78l,
or that is required to file reports pursuant to Section 15(d) of the
Exchange Act, 15 U.S.C. § 78o(d).

27. In addition, on June 3, 2020, the SEC suspended Larson from

appearing or practicing before the SEC as an accountant pursuant to Rule 102(e) of

the SEC’s Rules of Practice [17 C.F.R. § 201.102(e)] (the “SEC Suspension”).

28. Throughout most of his tenure at Ammo, Larson used the title Vice

President of Finance and also was referred to as a “Partner” (to Wagenhals).

Larson, in fact, assumed and exercised the responsibilities of an executive officer

of Ammo by at least 2017 and continued to exercise such job functions and

authorities consistent with being a de facto executive officer until November 2022

when he departed Ammo. Larson was a member of Ammo’s executive

management team, and he held the roles and responsibilities of an executive officer

and assisted in the overall management of Ammo’s operations, particularly in its

capital markets, mergers and acquisitions, and business development functions.

29. Between approximately 2017 and 2022, Wagenhals and Larson

oversaw the operations and growth of Ammo, including by sharing an executive

office suite, having frequent and often daily contact about Ammo’s business, and

coordinating with investment bankers to raise capital for Ammo. During that

period, Larson’s job responsibilities included:

(a) Providing input on key corporate decisions;

(b) Soliciting individuals to join Ammo’s board of directors;

(d) Identifying and participating in the hiring and employment-

contract negotiations for other company officers, including the CEO who

succeeded Wagenhals;

(e) Developing the strategy for and executing corporate finance and

fundraising activities, including common and preferred stock offerings;

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 9 of 63

COMPLAINT 10

(f) Identifying and leading negotiations for corporate acquisitions,

including for the acquisition of GunBroker.com;

(g) Participating in hiring and terminating senior employees,

including a person who served as audit committee chair and President;

(h) Preparing materials for and attending meetings of the board of

directors;

(i) Reviewing corporate financial projections;

(j) Playing a strategic role in procuring manufacturing equipment

and raw materials;

(k) Identifying vendors for Ammo and negotiating and signing

contracts with vendors and third parties on behalf of Ammo;

(l) Approving payments to vendors;

(m) Identifying and recommending a contractor (his brother’s

company) to build Ammo’s new manufacturing facility;

(n) Providing direction on the content of and reviewing corporate

financial filings before their submission;

(o) Drafting, reviewing, and editing press releases, earnings

releases, and earnings call scripts; and

(p) Leading Ammo’s investor relations activities, including by

formulating strategies, meeting with investors and potential investors, and

responding to analysts.

30. Ammo also made representations to third parties that indicated that

Larson held a role functionally equivalent to that of an executive officer, including

after the Larson Court Judgment and SEC Suspension. For example, the merger

agreement for Ammo’s largest transaction in its history—its acquisition of

GunBroker.com—listed Larson, along with Wagenhals, Wiley, and an individual

who served in a capacity similar to an in-house attorney (“In-House Counsel”), as

the four “Key Employees” whose knowledge was imputed to the company. Larson

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 10 of 63

COMPLAINT 11

was also listed as a key employee in certain of Ammo’s other acquisition

agreements.

31. In addition, Larson was the second-highest compensated executive

officer at Ammo, after Wagenhals, for Ammo’s fiscal years ended March 31, 2020

(“FY 2020”), March 31, 2021 (“FY 2021”), and March 31, 2022 (“FY 2022”), and

the highest compensated executive officer in Ammo’s fiscal year ended March 31,

2023 (“FY 2023”). His base compensation during those fiscal years always

exceeded $175,000, and Larson also received substantial incentive-based

compensation and stock awards during those years, including as further described

below.

32. On May 20, 2025, Ammo filed an amendment to its fiscal year ended

March 31, 2024 (“FY 2024”) Form 10-K, which restated certain information

contained in its previously issued financial statements for FY 2022, FY 2023, and

FY 2024, as well as restated its opening balance sheet as of the beginning of FY

2022 for the cumulative effect of the errors in prior periods (the “Restatement”).

In the Restatement, Ammo described that, following an investigation by a special

committee of its board of directors, the special committee discovered accounting

and financial reporting errors that required restatement resulting primarily from (i)

inaccurate valuation of, and accounting for, share-based compensation awards to

employees, non-employee directors, and other service providers, and shares issued

in exchange for goods and services, (ii) inappropriate capitalization of certain share

issuance costs, and (iii) inappropriate accounting for certain convertible notes and

warrants issued by Ammo. The Restatement further described that the special

committee found that Ammo had not properly disclosed certain executive officers,

executive compensation, and related party transactions.

33. As part of its Restatement, Ammo disclosed that Larson was an

executive officer for FY 2022 and 2023, that Larson’s salary for FY 2022 was

$698,465 (the third highest executive officer salary) and his total compensation

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 11 of 63

COMPLAINT 12

was $2,644,580 (the second highest), and for FY 2023 his salary was $1,337,187

(the highest) and total compensation was $1,514,990 (the highest).

C. Defendants’ Systematic Efforts to Hide or Minimize Larson’s
Role and Responsibilities

34. No later than mid-2020, after the Larson Court Judgment and SEC

Suspension were in place, Wagenhals and Wiley took steps to hide, minimize, and

obfuscate Larson’s actual job responsibilities, executive officer role, and adverse

disciplinary history from the company’s investors and outside auditors.

35. The steps Wagenhals and Wiley took to hide Larson’s role and

disciplinary history included preparing, signing, and certifying numerous SEC

filings that excluded Larson from the lists and descriptions of Ammo’s executive

officers and represented that none of Ammo’s executive officers had in the past ten

years been subject to various disciplinary actions. The steps also included

preparing, signing, and certifying reports and financial statements that did not

disclose related party transactions involving Larson, including obfuscating that

Ammo hired a company owned by Larson’s brother (called Larson Building) to

construct a $25 million manufacturing facility.

36. Wagenhals and Wiley also repeatedly lied to Ammo’s outside

auditors, who inquired about Larson’s employment status and sought assurances

that Larson had either left the company or was not involved in certain aspects of its

business. These misrepresentations were made, first, to a New-York-based

independent registered public accounting firm (“Audit Firm #1”) and, later, to a

Texas-based independent registered public accounting firm (“Audit Firm #2”),

both of which provided audit and disclosure review services to Ammo, as required

by Section 13(a) of the Exchange Act and related rules thereunder.

37. For example, beginning in or around June 2020, after the Larson

Court Judgment was entered, Wiley falsely informed an employee of Audit Firm

#1 that Larson was no longer involved with Ammo. Similarly, in August 2020,

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COMPLAINT 13

Wagenhals told Audit Firm #1 that Larson had quit. Then, after Audit Firm #1

sought formal verification that Larson had quit in August 2020, Wagenhals and

Wiley falsely represented that Larson had resigned on August 13, 2020, and signed

a management representation letter on behalf of Ammo, dated August 19, 2020,

stating Larson was “not employed by the Company and he will not return as an

employee to the Company.” Nevertheless, Larson continued his work at Ammo

with Wagenhals, Wiley, and others. For example, on August 19, 2020, Wagenhals

emailed Larson a draft term sheet for a secondary offering that Ammo was

considering and wrote “Chris [Larson], Time to make a decision. Fred.” In

addition, on August 19, 2020, Wagenhals, Wiley, and Larson received an email

request from Ammo’s investor relations firm asking them to review the upcoming

Form 10-Q filing “with a fine tooth comb and confirm everything is factual and

correct,” which Larson himself forwarded to another person. The next day, August

20, 2020, Larson sent an email from his Ammo email account to the financial firm

working on the secondary offering, copying Wagenhals, and wrote, in part: “Siting

[sic] with Fred [Wagenhals] what time are we doing the call. I thought I had it

saved.”

38. Indeed, in between Larson’s alleged resignation on August 13, 2020,

and the August 19, 2020 representation letter stating that Larson no longer worked

at Ammo, Wiley and Larson exchanged at least 20 emails concerning Ammo’s

business and were both copied on at least 20 additional emails, and during that

period Wagenhals and Larson exchanged at least 10 emails and were both copied

on numerous additional messages. The exchanged messages included (1) an email

from Wiley to only Larson with a copy of Ammo’s financial projections; (2)

Larson’s acceptance of Wiley’s invitation to an August 17th call with one of

Ammo’s lenders; (3) an email from Ammo’s investor relations firm to Wiley

telling Wiley that they had confirmed with Larson that a press release would be

going out pre-market the next day; and (4) an email from Wiley to only Larson

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COMPLAINT 14

forwarding him a copy of the draft representation letter to the auditor. Further, in

the week after the representation letter, between August 20, 2020, and August 26,

2020, Wagenhals and Larson exchanged nearly three dozen emails concerning

Ammo; and Wiley and Larson exchanged more than fifty emails concerning

Ammo.

39. Wagenhals and Wiley were at all relevant times aware of Larson’s

continued employment with Ammo and his substantial job responsibilities and

seniority at the company, and they had consistent and substantive communications

with Larson about his work. In reality, aside from absenteeism or leaves of

absence, Larson never actually separated from Ammo and remained employed as a

de facto executive officer until at least his formal separation in November 2022.

Indeed, Larson received semi-monthly paychecks of executive-level salary on each

Ammo payday between June 2020 and November 2022.

40. Among other acts to conceal Larson’s role, Wiley directed others to

prepare, and participated himself in preparing, false and misleading documents to

support the false representations being made to outside auditors. For example,

Wiley texted In-House Counsel, who, despite his law license being suspended, was

serving in a capacity similar to in-house counsel, about removing Larson from the

list of individuals working on the late-2020 secondary offering described above in

order “to save my ass.” After that, Wiley, Larson, and In-House Counsel worked

to create a backdated separation agreement to support Larson’s purported departure

from the company, so Wiley could “have cover with [Audit Firm #1] until they

[were] fired.” Nevertheless, Larson was still working at Ammo on important

business operations, including, at that time, a late-2020 securities offering. On

November 13, 2020, Wiley texted In-House Counsel, to inform him that Audit

Firm #1 had again requested Wiley and Wagenhals to make representations about

Larson’s role, to which In-House Counsel responded, “F*** them. Get K filed and

fire their a** as soon as uplisting happens,” referring to firing Audit Firm #1.

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COMPLAINT 15

41. Between approximately November 2020 and April 2021, when Ammo

fired Audit Firm #1, Wiley made additional false representations to Audit Firm #1

that falsely indicated Larson was not then working at Ammo, including by sending

to Audit Firm #1the fabricated separation agreement described in paragraph 40.

42. After Ammo engaged Audit Firm #2 in or around April 2021,

Wagenhals and Wiley made additional false or misleading statements to the new

audit firm that had the purpose and effect of minimizing Larson’s actual

responsibilities, including telling Audit Firm #2 that Larson had been “terminated

and rehired in an operational capacity,” and that Larson was “no longer involved in

the financial function of the Company.” Such statements were made soon after

Larson had led Ammo’s negotiations to acquire GunBroker.com in early 2021.

43. As part of the negotiations for the merger with GunBroker.com,

Wagenhals hid important information about Larson, including his prior

disciplinary history. For example, although Larson was listed as one of four

Ammo “Key Employees” in the merger agreement, which was signed by

Wagenhals, the merger agreement provided that:

To Parent’s [Ammo’s] knowledge, none of the Key Employees or
directors of Parent has been . . . (iii) subject to any order, judgment or
decree (not subsequently reversed, suspended, or vacated) of any court
of competent jurisdiction permanently or temporarily enjoining him or
her from engaging, or otherwise imposing limits or conditions on his or
her engagement in any securities, investment advisory, banking,
insurance, or other type of business or acting as an officer or director of
a public company. . . .

Thus, despite being a Key Employee whose knowledge was imputed to Ammo, the

merger agreement did not disclose Larson’s disciplinary history, the Larson Court

Judgment, or the SEC Suspension.

44. As part of its Restatement, Ammo disclosed that Larson was an

executive officer for FY 2022 and 2023, the Larson Court Judgment, the SEC

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 15 of 63

COMPLAINT 16

Suspension, and that the Minnesota Board of Accountancy revoked Larson’s

certified public accountant certificate.

D. Larson’s Related Party Transactions

1. Payment for Ammo Vendor Contract with Larson’s Wife’s
Shares and Hidden Repayment

45. In late 2020, while Wagenhals and Wiley were representing to Audit

Firm #1 that Larson was “not employed by the Company and he will not return as

an employee to the Company,” Larson entered into several agreements between

Ammo and a company based in Canada (“Vendor #1”) that required Ammo to

make, among other payments to Vendor #1, transfers of Ammo common stock to

Vendor #1. Several agreements between Ammo and Vendor #1 described Vendor

#1 as providing “consulting services” to Ammo, including related to investor

relations, capital introductions, marketing, and advertising. A portion of one

agreement described Vendor #1 as providing “Media Awareness” including a

targeted message to “refine and amplify [Ammo’s] public information, press

releases, and other due diligence our team uncovers from publicly available

information and continuously flood the channels below with this information to

heighten awareness of [Ammo] in the market.”

46. Upon information and belief, around the time Larson engaged Vendor

#1, its CEO had been engaged in market manipulation involving the stock of a

different company for which he had been providing investor relations and

promotional activities. In or about May 2025, Vendor #1’s CEO was sanctioned

by the Alberta Securities Commission related to this conduct.

47. On or about January 3, 2021, Larson emailed Wiley and another

Ammo manager to convey, in sum and substance, that because Ammo could not

issue the needed shares directly to Vendor #1, Larson’s wife would transfer the

required shares and “then Ammo can issue [wife’s first name] . . . shares in

return….”

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COMPLAINT 17

48. On or about January 6, 2021, Larson’s wife transferred 200,000

Ammo shares as payment to Vendor #1.

49. Instead of arranging for Ammo to repay Larson’s wife directly,

Larson directed In-House Counsel to create a shell company called RW Cabo, LLC

(“RW Cabo”) to accept the shares. In-House Counsel attempted to incorporate that

entity in Arizona and listed Larson’s father-in-law (“Father-In-Law”) as the

managing member.

50. On February 1, 2021, Ammo issued 200,000 shares to RW Cabo,

which were repayment of the shares provided by Larson’s wife.

51. In light of Larson’s role as an executive officer and member of

Ammo’s management, the arrangements for Larson’s wife to pay Vendor #1 with

her shares and, later, to be repaid through the share issuance to RW Cabo were

related party transactions.

52. Later in February 2021, Ammo filed multiple Forms S-3 that

purported to describe the agreements between Ammo and Vendor #1 and stated

that Ammo had issued shares to Vendor #1. In the filings, Ammo stated that a

portion of the shares were assigned to “RW Cabo LLC” and, in one filing, stated

“[Father-In-Law] has voting and investment power over the shares held by RW

Cabo LLC.” Father-In-Law’s last name is not Larson. Thus, the filings obscured

that RW Cabo was related to Vendor #1 and hid that a Larson entity was being

issued a portion of these shares as repayment for his wife’s prior share transfer to

Vendor #1. The Forms S-3 also represented that “neither the Selling Stockholders

[a defined term that included RW Cabo] nor any of their associates or affiliates has

held any position office, or other material relationship with [Ammo] in the past

three years.”

53. Ammo did not disclose in its Form 10-K for FY 2021 the transactions

involving the loans of shares from Larson’s wife or the arrangements to repay RW

Cabo, despite disclosing other related party transactions. But, as discussed below,

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 17 of 63

COMPLAINT 18

Ammo was required to disclose these as related party transactions; in the

Restatement, Ammo included the following concerning newly disclosed related

party transactions for Larson: “In February 2021, the Company issued 200,000

shares of Common Stock to an entity controlled by an immediate family member

of Chris Larson. The shares were issued to pay for services valued at $1,080,000.

The Company issued these shares to reimburse Mr. Larson and/or his spouse for

providing a third-party service provider with 200,000 shares of the Company’s

Common Stock in January 2021 through a separate entity.”

2. Larson Engaged in a Self-Dealing Kickback Scheme

54. After the acquisition of GunBroker.com, Larson, on behalf of Ammo,

negotiated an agreement between Ammo and a payment-processing company (the

“Processing Company”), which was owned by Larson’s friend and former co-

worker, to perform credit card processing services and develop online shopping

cart capabilities for Ammo’s newly acquired business line.

55. Larson and the Processing Company entered into an agreement to pay

Larson, through a company he controlled called Thomas Lake & Co. (“Thomas

Lake”), a portion of the fees Ammo would pay to the Processing Company. On

May 4, 2021, the Processing Company executed a contract with Thomas Lake that

provided the Processing Company would pay Thomas Lake a portion of the

processing fees collected from Ammo, “in exchange for a successful introduction

and entry into a contract between [the Processing Company] and Ammo, Inc. . . .”

The agreement negotiated by Larson resulted in Ammo overpaying the Processing

Company for its services to enable the Processing Company to pay the extra

proceeds to Larson. This resulted in excess expenses for Ammo.

56. At the time he negotiated the transactions with the Processing

Company, Larson was required to report to Ammo his arrangement with the

Processing Company by Ammo’s employee handbook, which prohibited outside

employment that “in any way create[d] a conflict of interest,” and required Larson

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 18 of 63

COMPLAINT 19

to report any outside employment that would “conflict with [Larson’s] duties and

obligations to” Ammo. Larson failed to report his kickback arrangement with the

Processing Company to Ammo.

57. Between June 2022 through March 2024, the Processing Company

paid Thomas Lake approximately $814,864, an overpayment by Ammo for the

services of the Processing Company.

58. In light of Larson’s role as an executive officer and member of

Ammo’s management, the arrangement for the Processing Company to pay a

portion of fees earned from Ammo to Thomas Lake was a related party transaction.

59. As part of its Restatement, Ammo included the following newly

disclosed related party transaction for Larson:

After the initial filings of the Company’s Form 10-Ks for the years
ended March 31, 2024, 2023 and 2022, the Company was made aware
that Chris Larson had received undisclosed payments totaling $814,863
from a vendor with which the Company had a Master Services
Agreement and from which the Company received services. The
payments were made by this third-party service provider. This third
party made payments to Mr. Larson from approximately January 2022
through March 2024 based on a percentage of revenue received in
connection with, and as a commission from, services rendered to the
Company. Mr. Larson separated as an employee from the Company
effective November 4, 2022 and was later engaged as a contractor for
approximately six months.

3. Building of Manufacturing Facility by Larson’s Brother’s
Company

60. On or about December 18, 2020, Ammo hired a Wisconsin-based

company called Larson Building, Inc. (“Larson Building”), which was owned and

managed by Larson’s brother, to construct a $25 million manufacturing facility for

Ammo in Wisconsin.

61. Wagenhals and Wiley both knew that Larson’s brother owned and

managed Larson Building.

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 19 of 63

COMPLAINT 20

62. Wagenhals and Wiley selected Larson Building based on Larson’s

recommendation, without securing bids from other general contractors to construct

a new manufacturing facility, and without procuring a resolution of Ammo’s board

of directors approving the transaction.

63. Beginning around June 6, 2021, and continuing until November 7,

2022, Ammo paid invoices to Larson Building for the construction of the

manufacturing facility, which cumulatively totaled more than $25 million, making

payments to Larson Building exceeding $1.4 million in each quarter from the

second quarter of FY 2022 through the third quarter of FY 2023. Throughout that

period, Ammo did not disclose in its public filings that its new manufacturing

facility was constructed by a related party.

64. In light of Larson’s role as an executive officer and member of

Ammo’s management, the arrangement with Larson Building was a related party

transaction. As discussed below, Ammo was required to disclose the transaction as

a related party transaction. As part of its Restatement, Ammo included the

following newly disclosed related party transaction for Larson:

In December 2020, the Company entered into an agreement with
Larson Building to serve as the general contractor for the construction
of its Manitowoc, WI manufacturing facility. Larson Building is
wholly owned by the brother of Chris Larson, who was an executive
officer of the Company at the time. During the years ended March 31,
2023 and 2022, the Company paid $14,584,805 and $11,221,738,
respectively, to Larson Building in connection with this project.

E. Additional Misconduct Related to Accounting Decisions

65. Between 2020 and 2023, Wiley and Larson, who worked closely with

one another on financial matters and filings at Ammo, made or assisted others in

making misstatements about the size of many basic, readily ascertainable expenses

and costs for Ammo, which resulted in material impacts to Ammo’s financial

statements filed with the SEC.

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 20 of 63COMPLAINT 21

66. First, after Ammo had issued multiple press releases in August and

September 2020 announcing that it expected its adjusted earnings before interest,

taxes, depreciation, and amortization (“EBITDA”) would, for the first time, turn

positive, Larson and Wiley learned that Ammo’s adjusted EBITDA was not

actually positive. Thereafter, Wiley and Larson had a conversation concerning

whether to change the methodology by which Ammo calculated adjusted EBITDA

from the methodology used in prior financial reports. In November 2020, Wiley

then changed in a draft of the Form 10-Q the methodology by which Ammo

calculated adjusted EBITDA to include an add-back for excise taxes on products

sold. This caused adjusted EBITDA for the quarter to change from being negative

$(629,240) to positive $976,521. Ammo then touted in a press release: “We

continue to make further progress with the manufacturing capabilities,

infrastructure and capacity improvements deployed in fiscal year 2020 and

2021. As a result, we achieved our first ever quarter of adjusted EBITDA

profitability during the second quarter.” The press release, which Wiley reviewed

and approved knowing of the change in methodology, did not disclose that Ammo

had changed its adjusted EBITDA methodology.

67. Second, between June 2021 and June 2023, Wiley deviated from

Ammo’s publicly stated methodology of calculating the expense for shares issued

as compensation for goods or services, which was disclosed to be on the basis of

the closing fair market value of Ammo’s common stock on the date of

grant. Instead, Wiley calculated Ammo’s stock-compensation expense by using

prices associated with various restricted stock transactions occurring at various

points during or proximate to those fiscal years or by using other valuation

methods. Under GAAP requirements, share-based payment arrangements (such as

issuing stock for executive compensation) should be measured at the fair value of

the stock issued. Accounting rules further provide that the quoted price on a

securities exchange (e.g., Nasdaq) provides the most reliable evidence of the fair

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 21 of 63

COMPLAINT 22

value of that stock. By using incorrect reference prices, which were often

significantly discounted from the applicable closing market price on the grant date,

combined with a failure to consider the appropriate grant date for each stock

issuance, Wiley caused Ammo to understate stock-compensation expenses by

approximately $4.2 million in FY 2021 and $4.1 million in FY 2023.

68. Moreover, Wiley was keenly aware of the deviation in his stock-

compensation methodology, as he explained in multiple memos to Ammo’s

auditors his actual methodology, including that “the Company often looks to the

nearest sale of restricted common stock to ascertain a compensation value.” Wiley

also ignored reports made to him that his methodology was wrong and deviated

from Ammo’s disclosed policy. On or about April 13, 2023, an investor raised

concerns to the Ammo Board of Directors about Ammo’s method for calculating

stock-compensation expense. The investor noted that Ammo did not appear to

have followed its disclosed method for valuing stock-compensation expense—i.e.,

“based on the closing fair market value of [Ammo’s] Common Stock on the date of

grant.” And the investor characterized the potential error as a “serious problem

that demands immediate action by the Board (especially the Audit

Committee).” Ammo’s Audit Committee chair forwarded this email to Wiley on

April 13, 2023.

69. After Wiley left the company, Ammo acknowledged stock-

compensation expense errors in its Restatement. It disclosed that it “previously

accounted for stock-based payments using a grant date fair value that was

discounted from the fair value under the incorrect interpretation that the shares

were restricted. In addition, the determination of the grant date was incorrectly

determined with respect to historically issued stock-based payments.”

70. Third, Larson provided false information about other expenses Ammo

had incurred between 2020 and 2022 in order to allow Ammo to, without a basis,

capitalize certain expenditures, resulting in Ammo materially under-reporting its

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 22 of 63

COMPLAINT 23

expenses. Specifically, for two purported investor relations firms paid by Ammo,

Vendor #1 (described above) and “Vendor #2,” Larson falsely provided

information that the firms had assisted with specific stock offerings, when they had

not. By providing misleading information and documentation, Larson caused

Ammo, for FY 2021, to understate certain expenses by approximately $1,005,000

for amounts paid to Vendor #1, and for FY 2022, to understate certain expenses by

approximately $5,752,500 for amounts paid to Vendor #1 and Vendor #2.

71. After the Defendants left the company, Ammo acknowledged these

inaccuracies in its Restatement, noting that certain capitalized costs should have

been expensed as incurred in general and administrative expenses in the

consolidated statement of operations.

II. Wagenhals and Wiley Made Materially False and Misleading
Statements, and Wiley and Larson Aided and Abetted Ammo Making
Materially False and Misleading Statements.

72. In Ammo’s public filings and press releases, which Defendants knew

would be available to, and relied upon by, existing and potential Ammo investors,

Wagenhals and Wiley made, and Wiley and Larson aided and abetted Ammo in

making, certain materially false and misleading statements in violation of Section

10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5(b) of the Exchange Act thereunder [17

C.F.R. § 240.10b-5(b)].

73. The materially false and misleading statements and omissions

concerned (a) Larson’s role as de facto executive officer of Ammo; (b) related

party transactions involving Larson and his family members; (c) Ammo’s net

income or loss, which was misstated based on improperly capitalizing expenses

and mishandling stock-compensation expenses; and (d) a press release

misrepresenting that Ammo achieved positive adjusted EBITDA “as a result of”

operational improvements.

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 23 of 63

COMPLAINT 24

A. Wagenhals and Wiley Made False and Misleading Statements
About Larson’s Role as a De Facto Executive Officer Role and
Compensation.

74. Between in or about June 2020 and July 2023, Wagenhals and Wiley

made materially false and misleading statements about the identities of Ammo’s

executive officers and their compensation in numerous public filings that purported

to describe the executive officers and senior leaders of Ammo, including the

following.

75. First, Ammo’s Form 10-K filed on August 19, 2020 included a table

under “Item 10” concerning “Directors and Executive Officers and Corporate

Governance,” that purported to “set[] forth the names and ages of our current

directors and executive officers.” The table listed three executive officers:

Wagenhals as CEO, Wiley as CFO, and another person as COO. Ammo’s Form S-

1 registration statement filed on September 15, 2020 contained a similar table

disclosing the same three executive officers, and Ammo’s Forms 10-K filed on

June 29, 2021 and June 29, 2022 contained substantially similar statements and

tables that listed Wagenhals as CEO, Wiley as CFO, and another individual for

each year holding the position of COO or “President.” Each of the filings also

provided biographical information for the disclosed individuals who remained

employed on the date of the filing.

76. A reasonable investor would have understood from each of these

statements that the individuals disclosed were all of Ammo’s executive officers

and that Larson was not an executive officer of Ammo during the reported periods.

77. Second, Ammo’s Form 10-K issued on August 19, 2020, also

included a table under “Item 11” concerning “Executive Compensation” that

purported to “set[] forth for the year ended March 31, 2020, and March 31, 2019,

information with respect to compensation for services in all capacities to us and

our subsidiaries earned by the Company’s Chief Executive Officer and all other

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 24 of 63

COMPLAINT 25

executive officers of the Company and any employee of the Company whose cash

compensation exceeded $100,000. We refer to these executive officers as our

‘named executive officers.’” The table included the name, “principal position,”

and compensation information for Wagenhals, Wiley, and a person listed as COO.

Ammo’s Form S-1 issued on September 15, 2020 contained the same table.

78. A reasonable investor would have understood from these statements

the individuals listed were all employees earning over $100,000 per year, that

Larson was not an executive officer of Ammo during the reported periods, and that

Larson’s cash compensation did not exceed $100,000 for FY 2019 or FY 2020.

79. Third, Ammo’s Form 10-K issued on June 29, 2021 included a table

under “Item 11” concerning “Executive Compensation” that purported to “set[]

forth for the year ended March 31, 2021, and March 31, 2020, information with

respect to compensation for services in all capacities to us and our subsidiaries

earned by the Company’s Chief Executive Officer and our two most highly

compensated executive officers of the Company whose cash compensation

exceeded $100,000. We refer to these executive officers as our ‘named executive

officers.’” The table included the name, “principal position,” and compensation

information for Wagenhals, Wiley, and a person listed as COO. Ammo’s Form

10-K issued on June 29, 2022, and Form 10-K/A issued on July 31, 2023,

contained substantially similar statements and tables that included compensation

information for various identified executive officers for various fiscal years, none

of whom were Larson. In addition, Ammo’s Form 10-K/A issued on July 31,

2023, stated: “The Company did not have more than three (including the CEO and

CFO) executive officers in any of the years ended March 31, 2023, 2022 and,

2021.”

80. A reasonable investor would have understood from these statements

that Larson was not an executive officer of Ammo for FY 2021, 2022, or 2023,

that Larson was not one of Ammo’s three most highly compensated executive

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 25 of 63

COMPLAINT 26

officers during those periods, and that Ammo did not have more than three

executive officers during the reported periods.

81. The lists and tables identifying the executive officers of Ammo and

their compensation were false and misleading because Larson was an executive

officer at all relevant times during each of Ammo’s fiscal years from 2019 to 2023,

because Ammo had more than three executive officers during FY 2021, 2022, and

2023, because Larson’s cash compensation in FY 2020 was at least $175,000, and

because Larson was one of the two most highly compensated executive officers

aside from Wagenhals during FY 2021, 2022, and 2023.

82. The foregoing statements and tables concerning the executive officer

roles, identities, background, and compensation were material to investors because

the identity of executive management and leadership of a company and their

compensation would be important to a reasonable investor, particularly given

Larson’s background and prior disciplinary and adjudicatory proceedings.

83. Wagenhals and Wiley knew or were reckless in not knowing the

foregoing statements were false and misleading because they worked with Larson

and knew his actual responsibilities and role at Ammo, they knew of the identities

and roles of other Ammo executive officers, they reviewed and signed the

statements referred to above, and they were aware of or had access to Larson’s

compensation information and compensation for other Ammo executive officers.

84. Wagenhals and Wiley determined the content of and had ultimate

authority over these statements including because they, as CEO and CFO,

respectively, prepared, signed, and certified the accuracy of the Forms 10-K filed

on August 19, 2020, June 29, 2021, and June 29, 2022; because Wagenhals and

Wiley prepared and signed, in various capacities, the Form S-1 registration

statement filed on September 15, 2020, and were appointed to make amendments

to the registration statement by Ammo’s board; and because Wiley prepared,

signed, and certified the accuracy of the Form 10-K/A filed on July 31, 2023.

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 26 of 63

COMPLAINT 27

B. Wagenhals and Wiley Made False and Misleading Statements
About the Absence of Prior Disciplinary Proceedings for Ammo’s
Executive Officers.

85. Between in or about June 2020 and June 2022, Wagenhals and Wiley

made materially false and misleading statements that during the prior ten years

none of Ammo’s executive officers had been subject to certain disciplinary

proceedings, including the following.

86. Ammo’s Form 10-K issued on August 19, 2020 stated, under a

subsection of “Item 10” titled “Legal Proceedings” that “[d]uring the past ten

years, none of our current directors or executive officers has been . . . subject to

any order, judgment or decree, not subsequently reversed, suspended or vacated, of

any court of competent jurisdiction, permanently or temporarily enjoining, barring,

suspending or otherwise limiting his involvement in any type of business,

securities or banking activities” or “subject of, or a party to, any order, judgment,

decree or finding, not subsequently reversed, suspended or vacated, relating to an

alleged violation of a federal or state securities or commodities law or regulation,

law or regulation respecting financial institutions or insurance companies, law or

regulation prohibiting mail or wire fraud or fraud in connection with any business

entity.” Ammo’s Form S-1 filed on September 15, 2020, and Forms 10-K filed on

June 29, 2021, and June 29, 2022, contained the same or substantially similar

statements about the absence of legal proceedings against its executive officers.

87. The foregoing and substantially similar statements were false when

made because since at least 2017 Larson had been an executive officer of Ammo

and after June 3, 2020, Larson was subject to the Larson Court Judgment, which

was a judgment of a court enjoining, barring, suspending or otherwise limiting

Larson’s involvement in a type of business, securities or banking activities, and the

SEC Suspension, which was an order or decree relating to an alleged violation of a

federal or state securities law or regulation.

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 27 of 63

COMPLAINT 28

88. The statements regarding the absence of prior legal proceedings and

absence of adverse disciplinary history for Ammo’s executive officers were

material because the disciplinary background of a company’s management and

whether there are restrictions on the activities that executives can perform, as well

as whether adverse findings or sanctions have been imposed by government or

disciplinary authorities, would be important to a reasonable investor.

89. Wagenhals and Wiley knew or were reckless in not knowing the

foregoing statements were false and misleading because they worked with Larson

and knew his actual responsibilities and role at Ammo, they reviewed or signed the

statements referred to above, and they were aware of the Larson Court Judgment

and SEC Suspension.

90. Wagenhals and Wiley determined the content of and had ultimate

authority over the statements including because they, as CEO and CFO,

respectively, prepared, signed, and certified the accuracy of the Forms 10-K issued

on August 19, 2020, June 29, 2021, and June 29, 2022; and because Wagenhals

and Wiley prepared and signed, in various capacities, the Form S-1 registration

statement filed on September 15, 2020, and were appointed to make amendments

to the registration statement by Ammo’s board.

C. Wagenhals and Wiley Made False and Misleading Statements
about Related Party Transactions.

91. SEC-registered entities like Ammo must disclose their related party

transactions. The obligation to do so arises from, among other requirements: (1)

SEC regulations, and (2) Generally Accepted Accounting Principles (“GAAP”).

92. SEC regulations require disclosure of a company’s related party

transactions in its Forms 10-K. Item 404(a) of Regulation S-K [17 C.F.R. §

229.404(a)] generally requires the disclosure of past or proposed future

transactions exceeding $120,000 with “related persons” if the company is a

participant and the related person has a direct or indirect material interest in the

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COMPLAINT 29

transaction. For purposes of Regulation S-K, related persons include, among

others, any director or executive officer of the registrant, and any immediate family

member of the director or executive officer of the registrant, including spouses and

siblings.

93. GAAP, which governed the preparation of Ammo’s financial

statements, requires the disclosure of material related party transactions in an

entity’s financial statements. The financial statement disclosure must describe the

transaction in question, the nature of the relationship, the dollar amount of the

transaction, and the amounts due from or to related parties. Under GAAP, related

parties of an entity include management of the entity and members of their

immediate families. The Financial Accounting Standards Board Codification

Master Glossary defines “management” as persons who are responsible for

achieving the objectives of the entity and who have the authority to establish

policies and make decisions by which those objectives are to be pursued.

Management normally includes members of the board of directors, the chief

executive officer, chief operating officer, vice presidents in charge of principal

business functions (such as sales, administration, or finance), and other persons

who perform similar policy making functions. Persons without formal titles also

may be members of management.

94. Between at least 2020 and 2023, Ammo listed related party

transactions in at least two portions of its SEC disclosures: (1) in Item 13 of Form

10-K; and (2) in the “Notes” to its financial statements that were part of Ammo’s

Forms 10-K and Forms 10-Q. Ammo’s Forms 10-K and Forms 10-Q further

included representations indicating that Ammo’s financial statements had been

prepared in accordance with GAAP and SEC regulations. For example, in

Ammo’s Forms 10-K under headings such as “Critical Accounting Policies,” the

filings made statements like the following: “Our discussion and analysis of our

financial condition and results of operation are based upon our financial

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 29 of 63

COMPLAINT 30

statements, which have been prepared in accordance with GAAP.” In addition, in

Forms 10-Q, the filings stated:

The accompanying unaudited condensed consolidated financial
statements and related disclosures included in this Quarterly Report on
Form 10-Q have been prepared in accordance with accounting
principles generally accepted in the United States of America (“U.S.
GAAP”) and reflect all adjustments, which consist solely of normal
recurring adjustments, needed to fairly present the financial results for
these periods. Additionally, these condensed consolidated financial
statements and related disclosures are presented pursuant to the rules
and regulations of the Securities Exchange Commission (“SEC”).

i. Wagenhals and Wiley Made False and Misleading
Statements and Omissions by Not Disclosing the Larson
Building Transaction.

95. Between in or about June 2021 and August 2022, Wagenhals and

Wiley made materially false and misleading statements and omissions by not

disclosing the Larson Building transaction as a related party transaction in either

Ammo’s Forms 10-K or in the financial statements attached to the Forms 10-K and

Forms 10-Q, including the following.

96. First, Ammo’s Forms 10-K filed on or about June 29, 2021, and June

29, 2022, under “Item 13,” concerning “Certain Relationships and Related

Transactions, and Director Independence,” included a section entitled “Related

Party Transactions,” which represented that, other than the listed transactions,

“none of the directors or executive officers of the Company, nor any person who

owned of record or was known to own beneficially more than 5% of the

Company’s outstanding shares of its Common Stock, nor any associate or affiliate

of such persons or companies, has any material interest, direct or indirect, in any

transaction that has occurred during the past fiscal year, or in any proposed

transaction, which has materially affected or will affect the Company.” The list of

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 30 of 63

COMPLAINT 31

related party transactions included under Item 13 did not include the transaction

with Larson Building.

97. Second, the Notes to Ammo’s financial statements that were

purported to be issued under GAAP and were included in Ammo’s Forms 10-K

issued on June 29, 2021, (in “Note 15”) and June 29, 2022, (in “Note 17”) listed

“Related Party Transactions.” The lists of related party transactions did not

include the transaction with Larson Building. In addition, each of Ammo’s Forms

10-Q filed on February 12, 2021, August 16, 2021, November 15, 2021, February

14, 2022, and August 15, 2022 included representations that the financial

statements and related disclosures had been prepared in accordance with GAAP

and the rules and requirements of the SEC. But the financial statements included

in the Forms 10-Q did not include the disclosure of related party transactions

including the related party transaction with Larson Building.

98. A reasonable investor would have understood from these statements

that all related party transactions were disclosed, that there were no related party

transactions involving Larson, and that Ammo’s financial statements concerning

related party transactions complied with the requirements of GAAP and the

requirements of the SEC.

99. The foregoing and substantially similar statements were false and

misleading and omitted required information when made because, among other

reasons, Larson was during each of FY 2021 and FY 2022 an executive officer of

Ammo and a member of management under GAAP, Larson was a related party

under Regulation S-K and under GAAP, the transaction involving Larson Building

was a related party transaction under Regulation S-K and GAAP, and the Larson-

Building-transaction’s related-party status was withheld from both annual and

quarterly reports.

100. The foregoing statements regarding related party transactions were

material to investors because accurate information about related party transactions

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COMPLAINT 32

would be relevant to determining whether Ammo engaged in transactions that

involved actual or potential conflicts of interest and, if so, the size of such

transactions and their purpose, and because whether a company’s financial

statements and SEC filings were prepared in accordance with SEC regulations and

GAAP would impact the reliability of the statements in those filings, and, as such,

would be important to a reasonable investor.

101. Wagenhals and Wiley knew or were reckless in not knowing that the

foregoing statements that did not disclose the Larson Building transaction as a

related party transaction were misleading because they worked with Larson, knew

Larson’s actual responsibilities and role at Ammo, knew that Ammo’s SEC reports

and financial statements required the disclosure of related party transactions, and

were aware of information about Larson’s involvement in the Larson Building

transaction, including that the builder of the manufacturing facility in Wisconsin

was owned by Larson’s brother.

102. Wagenhals and Wiley determined the content of and had ultimate

authority over these statements including because they, as CEO and CFO,

respectively, prepared, signed, and certified the accuracy of the Forms 10-K filed

on June 29, 2021, and June 29, 2022, and the Forms 10-Q filed on February 12,

2021, August 16, 2021, November 15, 2021, February 14, 2022, and August 15,

2022.

ii. Wiley Made False and Misleading Statements by Not
Disclosing the Payment of Shares from Larson’s Wife and
RW Cabo Repayment.

103. In or about June 2021, Wiley made materially misleading statements

by not disclosing in Ammo’s Form 10-K or the attached financial statements the

related party transactions for the payment of shares to Vendor #1 from Larson’s

wife and the repayment of those shares through RW Cabo, including the following.

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COMPLAINT 33

104. Ammo’s Form 10-K issued on or about June 29, 2021, under “Item

13,” concerning “Certain Relationships and Related Transactions, and Director

Independence,” included a section entitled “Related Party Transactions,” which

represented that other than the listed transactions, “none of the directors or

executive officers of the Company, nor any person who owned of record or was

known to own beneficially more than 5% of the Company’s outstanding shares of

its Common Stock, nor any associate or affiliate of such persons or companies, has

any material interest, direct or indirect, in any transaction that has occurred during

the past fiscal year, or in any proposed transaction, which has materially affected

or will affect the Company.” The list of related party transactions included under

Item 13 did not include the arrangement to pay Vendor #1 with shares from

Larson’s wife or the arrangement to repay RW Cabo, including as described above.

105. In addition, the notes to Ammo’s financial statements that were

purported to be issued under GAAP and were included in Ammo’s Form 10-K

issued on June 29, 2021, listed “Related Party Transactions.” The lists of related

party transactions did not include the arrangement to pay Vendor #1 with shares

from Larson’s wife or the arrangement to repay RW Cabo.

106. A reasonable investor would have understood from these statements

that all related party transactions were disclosed and that there were no related

party transactions involving Larson’s wife paying an Ammo vendor or Ammo

issuing stock to repay Larson’s wife through a company controlled by Larson.

107. The foregoing and substantially similar statements were misleading

when made because, among other reasons, Larson was during FY 2021 an

executive officer of Ammo and a member of management under GAAP, Larson

was a related party under Regulation S-K and under GAAP, the arrangement for

Larson’s wife to pay Vendor #1 was a related party transaction under Regulation

S-K and GAAP, and the issuance of shares for RW Cabo to repay Larson’s wife

was a related party transaction under Regulation S-K and GAAP.

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COMPLAINT 34

108. The foregoing statements regarding related party transactions were

material to investors because accurate information about related party transactions

would be relevant to determining whether Ammo engaged in transactions that

involved actual or potential conflicts of interest and, if so, the size of such

transactions and their purpose, and because whether a company’s financial

statements and SEC filings were prepared in accordance with SEC regulations and

GAAP would impact the reliability of the statements in those filings, and, as such,

would be important to a reasonable investor.

109. Wiley knew or was reckless in not knowing that the foregoing

statements that did not disclose the arrangement for Larson’s wife to pay Vendor

#1 or the share issuance to RW Cabo as related party transactions were false and

misleading because he worked with Larson, knew Larson’s actual responsibilities

and role at Ammo, knew about the arrangement with Vendor #1 to receive

payment from shares owned by Larson’s wife, and knew about the share issuance

to RW Cabo, including that it was intended to benefit Larson or Larson’s wife.

110. Wiley determined the content of and had ultimate authority over the

statements including because he, as CFO, prepared, signed, and certified the

accuracy of the Form 10-K filed on June 29, 2021.

D. Wiley Made Materially False and Misleading Statements Related
to Stock Compensation and Net Income or Loss

111. Between in or about June 2021 and June 2023, Wiley made one or

more materially false or misleading statements about Ammo’s stock-compensation

expense and net income or loss, including the following.

112. First, Ammo’s Form 10-K and Form 8-K (in the attached press release

and financial results), filed or furnished on June 29, 2021, reported a net loss of

$(7,812,294) for FY 2021.

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COMPLAINT 35

113. Second, Ammo’s Form 10-K and Form 8-K (in the attached press

release and financial results), filed or furnished on June 14, 2023, reported a net

loss of $(4,596,038) for FY 2023.

114. Third, Ammo’s Forms 10-K issued on June 29, 2021 and June 14,

2023, stated as to Ammo’s stock compensation:

We grant stock-based compensation to key employees and directors as
a means of attracting and retaining highly qualified personnel. We also
grant stock in lieu of cash compensation for key consultants and service
providers. We recognize expense related to stock-based payment
transactions in which we receive employee or non-employee services
in exchange for equity. We measure stock compensation based on the
closing fair market value of our Common Stock on the date of grant.

115. The foregoing and substantially similar statements were false or

misleading when made because for at least FY 2021 and FY 2023, Wiley

calculated Ammo’s stock-compensation expense by reference to prices associated

with sales of restricted stock or other stock transactions. By using incorrect

reference prices, which were often significantly discounted from the applicable

closing market price on the grant date, combined with a failure to consider the

appropriate grant date for each stock issuance, Wiley caused the calculation of the

expenses associated with stock-based payment transactions to be understated by

approximately $4.2 million in FY 2021 and $4.1 million in FY 2023.

116. These statements regarding the company’s net loss and methodology

for calculating stock-based compensation expense were false and misleading when

made because (a) Ammo’s stock-compensation expenses for FY 2021 were

understated by approximately $4,192,414; (b) Ammo’s actual net loss was at least

$4,192,414 more than reported for FY 2021; (c) Ammo’s stock-compensation

expenses for FY 2023 were understated by approximately $4,141,363; (d) Ammo’s

actual net loss was at least $4,141,363 more than reported for FY 2023, and (e)

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 35 of 63

COMPLAINT 36

because Ammo did not calculate its stock-compensation expense based on the

closing fair market value of Ammo’s common stock on the date of grant.

117. The above false and misleading statements of Ammo’s financial

results, including its stock-based compensation expenses and its net losses were

material because Ammo’s original reported net loss for FY 2021 was $(7,812,294)

and the actual net loss was at least 53% greater than reported due to stock-based

compensation expenses; Ammo’s original reported net loss for FY 2023 was

$(4,596,038) and the actual net loss was at least 90% higher than reported due to

stock-based compensation expense; and reporting accurate financial results and

figures, including revenues, expenses, losses, and gains, and the accuracy of the

methodologies used for those reports would be important to a reasonable investor.

118. Wiley knew, or was reckless in not knowing, that the statements about

how Ammo calculated its stock-compensation expense and the calculations

themselves were false and misleading because he was a trained CPA, had access to

all relevant information about Ammo’s calculation of its stock-compensation

expense, prepared paperwork for the stock-compensation grants and public reports

about it, calculated Ammo’s stock-compensation expense, reported to Ammo’s

auditors a different methodology than was contained in Ammo’s public reports,

and signed the statements referred to above.

119. Wiley determined the content of and had ultimate authority over the

statements including because he as CFO prepared and signed the Form 10-K and

Form 8-K filed or furnished on June 29, 2021, and signed the Form 10-K and Form

8-K filed or furnished on June 14, 2023.

E. Larson Aided and Abetted Ammo’s False and Misleading
Reporting of Expenses.

120. During its 2021 and 2022 fiscal years, Ammo engaged Vendor #1 and

Vendor #2 to provide purported investor-relations services. It made payments of

cash and shares to Vendor #1 and Vendor #2. Under GAAP, these payments for

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COMPLAINT 37

general investor relations and other services should have been recorded as

expenses that reduced Ammo’s net income (or increased Ammo’s net loss).

121. Ammo made false and misleading statements by improperly

recharacterizing, in a manner inconsistent with GAAP, expenses paid to Vendor #1

and Vendor #2 as costs incurred in connection with stock offerings or debt or

equity issuances. This recharacterization improperly reduced Ammo’s reported

expenses on its income statements (and transferred them to its balance sheet). The

false and misleading statements included the following.

122. First, Ammo’s Form 10-K and Form 8-K (in the attached press release

and financial results), filed or furnished on June 29, 2021, reported a “Net Loss” of

$(7,812,294) and the Form 10-K reported “Corporate general and administrative”

expense of $7,191,544 for FY 2021.

123. Second, Ammo’s Form 10-K and Form 8-K (in the attached press

release and financial results) filed or furnished on June 29, 2022, reported net

income of $33,247,436 for FY 2022. These forms also stated that Ammo’s

“Corporate general and administrative” expenses were $16,986,344 for FY 2022.

124. These statements regarding the company’s net income or loss and

contributing expenses were false and misleading when made because (a) for FY

2021, Ammo understated its corporate general and administrative expenses by

approximately $1,005,000 for amounts paid to Vendor #1; (b) for FY 2022, Ammo

understated its corporate general and administrative expenses by approximately

$5,752,500 for amounts paid to Vendor #1 and Vendor #2; (c) Ammo’s net loss for

FY 2021 was understated by at least $1,005,000; and (d) Ammo’s net income for

FY 2022 was overstated by at least $5,752,500.

125. The above false and misleading statements of Ammo’s financial

results, including its expenses and net losses were material because this caused

Ammo’s FY 2021 net loss to be understated by at least 12.86%, and caused

Ammo’s FY 2022 net income to be overstated by at least 17.3%. Moreover,

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 37 of 63

COMPLAINT 38

Ammo reporting accurate financial results and figures, including revenues,

expenses, losses, and gains, would be important to a reasonable investor.

126. Larson knowingly or recklessly provided substantial assistance to

Ammo in making the false statements, improperly reducing its reported expenses,

and inflating its net income, including by the following:

(a) Prior to the filing of the Form 10-K and Form 8-K for FY 2021,

Larson represented falsely to Wiley that Vendor #1’s services directly related to

Ammo’s Series A preferred stock offering that closed in May 2021, rather than

general investor relations services. This was false as Vendor #1 did not perform

any work directly related to that securities offering.

(b) In approximately mid-2021, Larson arranged for Vendor #1 to

send altered invoices falsely stating that the firm provided services in connection

with Ammo’s offering of preferred stock.

agreement between Vendor #1 and Ammo stating that Vendor #1 would provide

services related to the Series A preferred stock offering that closed in May 2021.

The supposed agreement contained a typewritten signature for Vendor #1’s CEO

that, upon information and belief, was forged.

(d) Larson also represented falsely to Wiley that Vendor #2’s

services directly related to assisting Ammo’s investment bankers in debt and equity

raises.

(e) In approximately June 2021, Larson sent Wiley a purported

agreement between Ammo and Vendor #2 that indicated that, among other things:

“Consultant will facilitate contact with advisors, business professionals, as well as

potential individual investors, family offices, money managers, RIA’s, funds,

research analysts and retail brokerage firms” and would support other firms “in

current and future debt and equity raises.” This was false as Vendor #2 did not

perform such work.

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COMPLAINT 39

127. Larson knew, or was reckless in not knowing, that the information he

provided about expense capitalization based on the treatment of the payments to

Vendor #1 and Vendor #2 would cause Ammo to make false and misleading

statements in its financial reports because he was trained as and previously

certified as a CPA, he had worked as a CFO at public companies, he had

substantial involvement with Ammo’s financial functions, he knew of the actual

services provided by Vendor #1 and Vendor #2, and knew that discrepancies in the

services reported would be used to recharacterize the certain expenses.

128. Larson’s scienter is imputed to Ammo.

F. Wiley Aided and Abetted Ammo’s False and Misleading
Statement in a Press Release About Achieving Positive Adjusted
EBITDA for the Quarter Ending September 30, 2020.

129. In or around November 2020, Ammo made a materially false and

misleading statement about its adjusted EBITDA, and Wiley substantially assisted

Ammo’s misstatement.

130. Ammo reported an adjusted EBITDA figure, a non-GAAP

performance metric, in each of its Forms 10-K and 10-Q from July 2019 to

September 2022.

131. On August 25, 2020, Ammo announced that it expected to have

positive adjusted EBITDA for the first time in its history, a message it reiterated on

September 28, 2020, when the company stated in a press release, in part: “In

addition, we continue to expect that we will achieve positive adjusted EBITDA at

the end of our fiscal second quarter as we remain committed to prudently

managing expenses through restructuring efforts.”

132. In late September and early October 2020, the investor-relations firm

Ammo used asked Wagenhals, Larson, and Wiley, among others, for “approximate

bottom line numbers (net income and adjusted EBITDA) to show we hit our

guidance of being adjusted EBITDA positive in fiscal Q2?” After Larson provided

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COMPLAINT 40

sales figures, a member of the investor-relations firm followed up: “[E]veryone

knows your sales are doing well, but they want to see you achieve profitability in a

record demand environment. Given that we’ve reiterated that we are going to be

adjusted EBITDA positive in fiscal Q2 several times now (including the most

recent PR from 9/28), I’m assuming this still holds true? We’ll want to provide

this along with a net income number since you have to provide the nearest

comparable GAAP measure.” Although Larson replied that “We only have top

line revenue at this moment,” just four days later, Ammo issued another press

release stating: “We also remain on track to achieve positive adjusted EBITDA in

the fiscal second quarter as we maintain our focus on prudent cost management

while driving sales for our higher margin product offerings.” Wiley received these

communications.

133. On or about October 26, 2020, Wiley emailed In-House Counsel draft

financial statements showing negative adjusted EBITDA for the quarter ending

September 30, 2020, which was inconsistent with the three Ammo press releases

discussed above. In the calculation Wiley sent, an adjustment for the amount of

excise tax paid by Ammo (which is a tax levied on certain sales and eventually

remitted to the government from revenue) was not reflected in the calculation of

Ammo’s adjusted EBITDA, which was consistent with how Ammo had previously

reported this non-GAAP metric in its SEC filings. Wiley also emailed a draft

Form 10-Q for the previous quarter that contained the same calculation showing

negative adjusted EBITDA to Audit Firm #1.

134. Between on or about October 26, 2020, and November 5, 2020,

Larson and Wiley had one or more conversations concerning whether to change

the methodology by which Ammo calculated adjusted EBITDA from the

methodology used in prior financial reports.

135. After Audit Firm #1 provided “initial comments on the Q,” on

November 5, 2020, Wiley sent back to Audit Firm #1 a revised draft of the Form

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 40 of 63COMPLAINT 41

10-Q that included a revised table where $1,505,693 of excise taxes were added

back to Ammo’s net loss as part of the adjusted EBITDA calculation. This caused

adjusted EBITDA to change from negative $(629,240) to positive $976,521.

136. On or about November 12, 2020, Ammo issued guidance that again

indicated that it would report positive adjusted EBITDA.

137. On or about November 13, 2020, Ammo issued its Form 10-Q with

the revised adjusted EBITDA calculation in which excise taxes were added back to

Ammo’s net loss, resulting in a reported positive adjusted EBITDA. The Form 10-

Q added to the language that Ammo had used in prior filings when discussing

adjusted EBITDA: “and we have included [sic] adjustment for excise taxes.”

138. On or about November 15, 2020, Larson sent a press release prepared

by himself and In-House Counsel to Wiley and wrote, “Rob please review and

make your changes then set it up to go out. But I want to talk to Fred first. So call

me at 7 am.” Wiley thereafter sent that press release to the publisher.

139. On or about November 16, 2020, Ammo issued the press release that

stated: “We continue to make further progress with the manufacturing capabilities,

infrastructure and capacity improvements deployed in fiscal year 2020 and

2021. As a result, we achieved our first ever quarter of adjusted EBITDA

profitability during the second quarter.” The press release did not disclose that

Ammo had changed its adjusted EBITDA calculation methodology.

140. The statements in the press release were false and misleading because

Ammo had not achieved positive adjusted EBITDA using the metrics that it had

previously employed for reporting this same financial figure and because the

necessary factor required to reach positive adjusted EBITDA was the change in

methodology, which was not disclosed in the press release.

141. The above false and misleading statement about Ammo achieving

positive adjusted EBITDA was material because the reasons Ammo achieved

positive financial results would be important to a reasonable investor.

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COMPLAINT 42

142. Wiley knowingly or recklessly provided substantial assistance to

Ammo in making the false press release by changing the methodology that Ammo

used to calculate adjusted EBITDA and withholding that information from the

press release he reviewed and approved.

143. Wiley knew, or was reckless in not knowing, that the statements were

false and misleading because he was a trained CPA, had access to all relevant

information about the calculations for Ammo’s adjusted EBITDA, discussed the

change in methodology with others, was familiar with Ammo’s operational metrics

and changes thereto, and prepared and reviewed paperwork reflecting the

misleading statement.

144. Wiley’s scienter is imputed to Ammo.

***

145. Each of the false and misleading statements detailed above was made

in connection with the offer, purchase, or sale of securities issued by Ammo.

III. Defendants Engaged in Deceptive Acts to Defraud or Mislead Investors.

146. In addition to the false and misleading statements alleged above,

Defendants engaged in multiple deceptive acts in furtherance of schemes to

defraud or mislead Ammo’s investors in violation of Section 10(b) of the

Exchange Act and Rules 10b-5(a) and (c) thereunder and Sections 17(a)(1) and (3)

of the Securities Act. The deceptive conduct included: (1) a scheme by Wagenhals

and Wiley to conceal Larson’s senior executive role and disciplinary history; (2) a

scheme by Wiley to report positive adjusted EBITDA when it had not been

achieved; (3) a scheme by Larson to receive kickbacks from the Processing

Company contract; and (4) a scheme by Larson to improperly capitalize the

expenses paid to Vendor #1 and Vendor #2.

A. Wagenhals and Wiley Engaged in Deceptive Conduct in
Furtherance of Their Scheme to Conceal Larson’s Role as an
Executive Officer of Ammo and his Disciplinary History.

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COMPLAINT 43

147. Between at least June 2020 and November 2022, Wagenhals and

Wiley engaged in a scheme to defraud, and in one or more acts, practices, or

courses of business which operated as a fraud or deceit upon another person, to

conceal and obfuscate Larson’s role as a de facto executive officer and member of

Ammo’s management and his disciplinary history. In furtherance of this scheme,

Wagenhals and Wiley made the false and misleading statements about Larson’s

role and responsibilities as set forth above, and also made repeated false or

misleading representations to Audit Firm #1 and Audit Firm #2 and generated and

distributed false and misleading documents, including the following:

(a) On or about August 13, 2020, Wagenhals falsely told Audit

Firm #1 that Larson had quit after an employee of the audit firm had informed

employees of Ammo that they would need to perform additional procedures based

on learning that Larson was still working at Ammo. Wagenhals indicated that such

an action should allow for Ammo’s Form 10-K to be filed quickly: “Based on the

conversation that we just had – Chris [Larson] quit. That holding up this 10-K is

too important to the company and its shareholders. So we decided in the best

interest of the company that we part ways. So now there should be no reason why

this 10-K shouldn’t be filed today as promised.”

(b) On or about August 19, 2020, Wagenhals and Wiley signed a

management representation letter to Audit Firm #1 that, among other matters,

falsely stated “Chris Larsen [sic] is currently not employed by the Company and he

will not return as an employee to the Company.” That same day, In-House

Counsel sent a copy of the false representation letter to Larson, at his Ammo email

address, and stated: “Set it up on our letterhead, signed and gave to Rob [Wiley] to

send to the a**holes,” referring to Audit Firm #1.

Counsel about removing Larson from a list of persons working on a secondary

offering, which In-House Counsel suggested Wiley speak with Larson about.

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COMPLAINT 44

Wiley confirmed he spoke with Larson and wrote: “Ya we talked and he thought I

should do that to save my ass but wanted to get another prospective [sic].” In-

House Counsel responded, in part: “and Monday the three of us should sit down

and figure out how to create a paper trail about his ‘role’ now so you and the

company have cover with Audit Firm #1 until they are fired.” Wiley responded:

“Completely agree….”

(d) In approximately October 2020, Wiley, Larson, and In-House

Counsel worked to create a bogus separation agreement to support Larson’s

purported departure from the company. On October 29, In-House Counsel sent an

email attaching both a purported separation agreement for Larson and an

employment agreement and wrote: “ROB [Wiley]- I need you to pull out the

[Audit Firm #1] communications so you can lock in the dates in the Sep

Agreement. Once we three meet, I will lock in the new Emp Agreement dates and

we can then deal with the one-on-one Rob/[Audit Firm #1] discussion as we will

have all the docs in order to support the process and decision to be addressed,

while covering the maintenance on payroll etc.”

(e) On or about November 13, 2020, Wagenhals and Wiley signed

a management representation letter on behalf of Ammo that falsely stated Larson

was “not employed by the Company and he will not return as an employee to the

Company,” in connection with Audit Firm #1’s review of Ammo’s consolidated

interim financial statements. Around that time, Wiley texted In-House Counsel:

“They had us rep CL again,” referring to the representation about Larson not being

employed. In-House Counsel replied to Wiley: “F*ck them. Get K filed and fire

their ass as soon as uplisting happens snd [sic] we will just have to deal with

fallout.” The reference to uplisting was to Ammo’s plan for its common stock to

trade on the Nasdaq Stock Exchange, which began the following month. Wiley

replied, “Agreed. They put me through hell today but we are filing right now.”

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COMPLAINT 45

(f) In approximately November 2020, Wiley provided a false

representation to an employee of Audit Firm #1 who had questioned a transfer of

shares to Larson by falsely representing, in part, that “[t]he shares were accrued as

a result of the attached agreement,” and sent a signed version of the bogus

separation agreement Wiley, Larson, and In-House Counsel had created that

indicated Larson had been terminated on August 20, 2020.

(g) In approximately January 2021, Audit Firm #1 asked Wiley for

an October 16, 2020, agreement between Ammo and Vendor #1. Wiley did not

send the previously executed agreement, which Wiley had received when Ammo

sent the fully executed agreement to Company #1’s CEO. In that agreement,

Larson had signed on behalf of Ammo as “VP Finance.” Instead, Wiley sent Audit

Firm #1 a version that swapped out the signature page bearing Larson’s signature

and title for a signature page drawn from a different agreement.

(h) On or about February 12, 2021, Wagenhals and Wiley again

signed a management representation letter on behalf of Ammo that falsely

represented, among other matters, that Larson was “not employed by the Company

and he will not return as an employee to the Company.”

(i) In approximately April 2021, Wagenhals and Wiley told one or

more employees of Audit Firm #2 that Ammo had terminated Larson and rehired

Larson to an operational role, and stated that Larson no longer worked on the

financial functions of the business.

(j) Between 2021 and late-2022, Wagenhals and Wiley signed

management representation letters for each quarterly and annual period ended

March 31, 2021, to November 14, 2022, that falsely stated that “Larson, formerly

employed as the Vice President of Finance, was terminated and rehired in an

operational capacity,” and was “no longer involved in the financial function of the

Company.”

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COMPLAINT 46

(k) On or about April 28, 2021, Wiley responded to a request from

Audit Firm #2 for an organizational chart by falsely stating: “I do not believe we

have an employee org. chart,” despite having been emailed employee organization

charts on or about March 23, 2021, that listed Larson on a page of “executives”

and depicted Larson as a high-ranking executive.

(l) In approximately May 2021, after Audit Firm #2 asked Wiley

for copies of Larson’s termination agreement and new employment agreement,

Wiley responded by sending Audit Firm #2 an incomplete set of agreements

between Larson and Ammo detailing Larson’s purported terminations and re-

hirings. Wiley further stated: “There was a gap from December to March in which

he [referring to Larson] still received compensation as Fred and the Company

requested his services from time to time and felt it was necessary to maintain the

relationship. I have requested his current Employment Agreement from HR and

will supplement with that document upon receipt.”

(m) On or about May 20, 2021, Wiley sent to Audit Firm #2 an

altered employment agreement for Larson that removed Larson’s actual title and

changed his supervisor from the CFO to the CEO, in order to avoid giving the

appearance that Larson was involved in Ammo’s financial functions. Larson had

sent Wiley an unsigned version of that agreement which had removed the Vice

President of Finance role that appeared in Larson’s earlier agreements.

(n) On or about September 13, 2021, Wagenhals authorized the

circulation of a proxy statement from the Ammo Board of Directors to

shareholders that provided a misleading statement about the executive officers of

Ammo by omitting Larson, his disciplinary history, and compensation.

(o) In approximately February 2022, after Audit Firm #2 asked

Wiley about a $25 million construction contract between Ammo and the company

owned by Larson’s brother as part of Audit Firm #2’s related party audit

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COMPLAINT 47

procedures, Wiley misleadingly stated: “This is a separate party from Chris

Larson.”

148. In light of all of the above-alleged facts, Wagenhals and Wiley knew

or were reckless in not knowing, and should have known, that their conduct was

deceptive and that it resulted in a material deception.

149. As alleged above, identifying the actual executive management of a

publicly traded company and their compensation and recent disciplinary history

would be important to a reasonable investor.

B. Wiley Engaged in a Scheme to Artificially Manufacture and
Report Positive Adjusted EBITDA.

150. In or about November 2020, Wiley engaged in a scheme to defraud

and in one or more acts, practices, or courses of business which operated as a fraud

or deceit upon another person, to falsely manufacture and report positive adjusted

EBITDA for Ammo’s quarter ended September 30, 2020. In furtherance of this

scheme, Wiley committed, among others, one or more of the actions set forth

above in paragraphs 129 through 144.

151. In light of the above-alleged facts, Wiley knew or was reckless in not

knowing, and should have known, that his conduct was deceptive and that it

resulted in a material deception.

152. As alleged above in paragraph 141, whether and how Ammo had in

fact achieved positive adjusted EBITDA was material because the reasons Ammo

achieved positive financial results would be important to a reasonable investor.

C. Larson Engaged in a Kickback Scheme.

153. Between approximately May 2021 and March 2024, including by

committing the conduct alleged and described above in paragraphs 54 through 59,

Larson engaged in a self-dealing kickback scheme to defraud Ammo and its

investors and engaged in one or more acts, practices, or courses of business which

operated as a fraud or deceit upon another person, by enriching himself at the

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COMPLAINT 48

expense of Ammo and its investors, including by dissipating corporate revenues

and inflating expenses to fund a kickback arrangement and by entering into an

undisclosed contract with the Processing Company to pay one-half of Ammo’s

credit-card processing fees to Larson.

154. From June 2022 through March 2024, the Processing Company paid

Thomas Lake approximately $814,864.

155. Thomas Lake, an entity owned and controlled by Larson, would not

have received this money but for Larson’s participation in the misconduct alleged

above.

156. In light of all of the above-alleged facts, Larson knew or was reckless

in not knowing, and should have known, that his conduct was deceptive and that it

resulted in a material deception.

157. The existence of the agreement between the Processing Company and

Thomas Lake and the amount of the payments from Thomas Lake to the

Processing Company was material because the existence of the agreement between

the Processing Company and Thomas Lake was a related party transaction that

should have been disclosed by Ammo and the payments to Thomas Lake resulted

in Ammo’s expenses being unnecessarily inflated from June 2022 through March

2024.

D. Larson Engaged in a Scheme to Improperly Capitalize Investor
Relations Costs.

158. Between approximately January and August 2021, including by

committing the conduct alleged and described above in paragraphs 120 through

125, Larson engaged in a scheme to defraud and in one or more acts, practices, or

courses of business which operated as a fraud or deceit upon another person to

improperly reduce Ammo’s reported investor relations expenses and thereby cause

Ammo to misrepresent its financial performance.

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COMPLAINT 49

159. In order to supply phony paperwork meant to substantiate that the

expenses for Vendor #1 could be capitalized, Larson represented falsely to Wiley

that Vendor #1’s services directly related to Ammo’s Series A preferred stock

offering that closed in May 2021, rather than general investor relations services.

This was false as Vendor #1 did not perform any work directly related to that

securities offering. In addition, Larson arranged for Vendor #1 to send altered

invoices falsely stating that the firm provided services in connection with Ammo’s

offering of preferred stock.

160. In order to provide the false appearance that expenses for Vendor #2

could be capitalized, Larson represented falsely to Wiley that Vendor #2’s services

directly related to assisting Ammo’s investment bankers in debt and equity raises.

Larson also sent Wiley a supposed agreement between Ammo and Vendor #2 that

falsely represented that company assisted Ammo’s investment bankers in debt and

equity raises. This was false as Vendor #2 did not perform such work.

161. In light of all of the above-alleged facts, Larson knew or was reckless

in not knowing, and should have known, that his conduct was deceptive and that it

resulted in a material deception.

162. As alleged above in paragraph 125, the conduct to influence Ammo’s

financial results, including its net losses, was material because accurate financial

results and figures, including revenues, expenses, losses, and gains, would be

important to a reasonable investor.

IV. Wagenhals and Wiley Knowingly Lied to Auditors.

163. Exchange Act Rule 13b2-2(a) [17 C.F.R. § 240.13b2–2(a)] provides,

in part, that no officer of an issuer shall directly or indirectly make or cause to be

made a materially false or misleading statement, or omit to state, or cause another

person to omit to state, any material fact necessary in order to make statements

made, in light of the circumstances under which such statements were made, not

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COMPLAINT 50

misleading, to an accountant in connection with any audit, review or examination

of the financial statements of the issuer or preparation of SEC filings.

164. Between August 2020 and August 2022, Wagenhals and Wiley

knowingly and intentionally made or caused to be made one or more materially

false or misleading statements or omissions to accountants in connection with the

audit or review of financial statements or the preparation of SEC filings, including

those set forth below:

(a) On or about August 19, 2020, Wagenhals and Wiley signed a

management representation letter to Audit Firm #1 that, among other matters,

falsely stated that Larson was “not employed by the Company and he will not

return as an employee to the Company,” in connection with Audit Firm #1’s audit

of Ammo’s consolidated financial statements.

(b) On or about November 13, 2020, Wagenhals and Wiley signed

a management representation letter on behalf of Ammo that, among other matters,

falsely stated Larson was “not employed by the Company and he will not return as

an employee to the Company,” in connection with Audit Firm #1’s review of

Ammo’s consolidated interim financial statements.

fabricated and misleading documents, including a fabricated separation agreement

for Larson, in connection with Audit Firm #1’s review of Ammo’s consolidated

interim financial statements.

(d) On or about February 12, 2021, Wagenhals and Wiley signed a

management representation letter on behalf of Ammo that, among other matters,

falsely stated Larson was “not employed by the Company and he will not return as

an employee to the Company,” in connection with Audit Firm #1’s review of

Ammo’s consolidated interim financial statements.

(e) On or about April 28, 2021, Wiley emailed one or more

employees of Audit Firm #2 that stated, in part: “I do not believe we have an

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COMPLAINT 51

employee org. chart,” in connection with Audit Firm #2’s audit of Ammo’s

consolidated financial statements.

(f) On or about February 7, 2022, Wiley responded to Audit Firm

#2’s request for additional information pertaining to whether the Larson Building

transaction should be listed as a related party transaction by representing that

Larson Building was a “separate party” from Chris Larson, in connection with

Audit Firm #2’s review of Ammo’s consolidated interim financial statements.

(g) On or about each of June 29, 2021, August 16, 2021, November

15, 2021, February 14, 2022, June 29, 2022, and August 15, 2022, Wagenhals and

Wiley stated in management representation letters to Audit Firm #2 that Ammo’s

“[r]elated-party relationships or transactions, including sales, purchases, loans,

transfers, leasing arrangements, guarantees, and amounts receivable from or

payable to related parties” had been “properly accounted for and adequately

disclosed” in either the “consolidated financial statements,” or the “interim

consolidated financial information,” in connection with Audit Firm #2’s audits and

reviews of Ammo’s consolidated financial statements.

165. As detailed above, these statements were false and misleading because

Larson was employed by Ammo at the times the representations were made; the

Larson Building transaction was a related party transaction; Ammo had not

properly accounted for and adequately disclosed the related party transaction

involving Larson Building; and the payment of shares from Larson’s wife to

Vendor #1 and the repayment and issuance of shares to RW Cabo were related

party transactions.

166. Wagenhals and Wiley knew one or more of the foregoing were false

or misleading because, among other things, they worked with Larson, knew

Larson’s actual responsibilities and role at Ammo, interacted with Larson

repeatedly during the time of his employment including by exchanging messages

with him and meeting with him, participated in management functions of Ammo in

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COMPLAINT 52

which Larson was involved, were aware of Larson’s involvement in the Larson

Building transaction including that the builder of the manufacturing facility in

Wisconsin was owned by Larson’s brother and that expenditure was a large

transaction and expense for Ammo, and were aware of the requirements to report

related party transactions, and because, Wiley specifically, exchanged messages

with other Ammo employees about a shared intent to mislead outside auditors and

knew about Larson’s connection to the payment of shares from Larson’s wife to

Vendor #1 and the repayment and issuance of shares to RW Cabo.

167. The statements were material because Audit Firm #1 had asked for

statements about Larson’s employment to be included in its management

representation letters, learning that a company’s executives had provided false or

misleading information to auditors would have changed if and how the audit firm

handled its audits or reviews of financial statements, the representations impacted

the timing and conditions of Ammo’s filing of one or more required SEC reports,

the personnel of Audit Firm #1 and Audit Firm #2 would or should have taken

additional actions had contradictory information been provided, and the disclosure

of related party transactions or employment of an executive officer in violation of a

court order could have impacted the audit opinions or reviews of financial

statements offered by Audit Firm #1 and Audit Firm #2.

V. Wagenhals and Wiley Made False Certifications of Annual and
Quarterly Reports.

168. Exchange Act Rule 13a–14 [17 C.F.R. § 240.13a-14] requires the

principal executive and financial officers of an issuer to personally certify, in each

quarterly and annual report, including transition reports, filed or submitted by the

issuer under Section 13(a) of the Exchange Act, that the certifying officer has

reviewed the report and based on his or her knowledge, the report, inter alia, does

not contain any untrue statement of a material fact or omit to state a material fact,

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COMPLAINT 53

and fairly present in all material respects the financial condition and operations of

the issuer.

169. On or about each of August 19, 2020, June 29, 2021, and June 29,

2022, Wagenhals and Wiley falsely certified one or more of Ammo’s annual

reports on Form 10-K, which contained the false and misleading statements set

forth above. On or about July 31, 2023, Wiley falsely certified Ammo’s annual

report Form 10-K/A, which contained the false and misleading statements set forth

above. On or about each of February 12, 2021, August 16, 2021, November 15,

2021, February 14, 2022, and August 15, 2022, Wagenhals and Wiley falsely

certified one or more of Ammo’s quarterly reports Forms 10-Q, which contained

the false and misleading statements set forth above.

VI. Wagenhals and Wiley Caused Ammo to Make and Keep False Books
and Records.

170. Section 13(b)(2)(A) of the Exchange Act [15 U.S.C. § 78m(b)(2)(A)]

requires certain issuers, including Ammo, to make and keep books, records, and

accounts, which, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the assets of the issuer. Exchange Act Rule 13b2-1 [17 C.F.R.

§ 240.13b2-1] provides that no person shall directly or indirectly, falsify or cause

to be falsified, any book, record or account subject to Section 13(b)(2)(A).

171. On or about each of June 29, 2021 and June 29, 2022, Ammo filed

Forms 10-K, and on or about each of February 12, 2021, August 16, 2021,

November 15, 2021, February 14, 2022, and August 15, 2022, Ammo filed Forms

10-Q, each of which constituted a book, record, or account, which were false

because they did not disclose the related party transaction with Larson Building.

In reviewing, signing, and certifying each such book, record, or account,

Wagenhals and Wiley, knowing that the transaction with Larson Building was a

related party transaction, caused Ammo’s books, records, and accounts to be false.

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COMPLAINT 54

172. On or about each of June 29, 2021, and June 14, 2023, Ammo filed

Forms 10-K, each of which constituted a book, record, or account, and which were

false because they misstated Ammo’s net loss and Ammo’s policy for accounting

for stock compensation. In preparing, reviewing, signing, and certifying each such

book, record, or account, Wiley, knowing that the stock-compensation expense

was not in accordance with Ammo’s publicly stated policy and GAAP and that

Ammo’s reported net losses were thus not accurate, caused Ammo’s books,

records, and accounts to be false.

VII. Wagenhals and Wiley Must Reimburse Ammo for Certain
Compensation Received and Profits Realized from the Sale of Ammo
Securities in the Twelve Months Following the Misstated Reports.

173. Under Section 304 of the Sarbanes-Oxley Act of 2002 [15 U.S.C. §

7243] (“SOX 304”), if an issuer was required to prepare an accounting restatement

due to the material noncompliance of the issuer with any financial reporting

requirement under the securities laws as a result of misconduct, the CEO and CFO

of an issuer must reimburse that issuer for (1) any bonus or other incentive-based

or equity-based compensation they received during the 12-month period following

each noncompliant filing, and (2) any profits realized from the sale of securities of

the issuer during such 12-month period.

174. Ammo was required to prepare accounting restatements due to its

material noncompliance with the financial reporting requirements of the federal

securities laws in its Forms 10-K filed on June 29, 2021, June 29, 2022, and June

14, 2023. Such restatements were required because of the misconduct set forth

above, including Ammo’s (1) failure to properly disclose related party transactions

involving Larson, (2) miscalculation of stock-compensation expense, and (3)

improper characterization of investor relations costs paid to Vendor #1 and Vendor

#2, among other reasons.

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COMPLAINT 55

175. On May 20, 2025, Ammo filed a Restatement of certain information

contained in its previously issued financial statements included in its Forms 10-K

filed on June 29, 2022, and June 14, 2023, as well as restated its opening balance

sheet as of the beginning of FY 2022 for the cumulative effect of the errors in prior

periods, including FY 2021.

176. Ammo paid Wagenhals at least the following approximate amounts:

Period

Wagenhals Compensation

June 29, 2021 to
June 29, 2022

June, 29, 2022 to
June 29, 2023

June 14, 2023 to
June 14, 2024

Incentive-
Based
Compensation

$572,463.32 $478,635.57

Bonuses

$585,290.00

Equity-Based
Compensation

$257,400.00 $715,200.00 $1,005,200.00

Total $829,863.32 $1,193,835.57 $1,590,490.00

177. Wagenhals also sold or otherwise disposed of at least 530,000 shares

of Ammo’s common stock during the period from June 14, 2023, to June 14, 2024,

for aggregate proceeds of at least $1,105,891.44.

178. Wagenhals has not reimbursed Ammo for any portion of the bonuses,

incentive-based compensation, equity-based compensation, or profits from his

sales of Ammo securities that he received during the 12-month periods following

Ammo’s filing of each misstated Form 10-K.

179. Ammo paid Wiley at least the following approximate amounts:

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COMPLAINT 56

Period

Wiley Compensation

June 29, 2021 to
June 29, 2022

June, 29, 2022 to
June 29, 2023

June 14, 2023 to
June 14, 2024

Bonuses

$129,000

Equity-Based
Compensation

$636,250 $298,000 $168,500

Total $636,250 $427,000 $168,500

180. Wiley also sold or otherwise disposed of at least 120,827 shares of

Ammo’s common stock during the period from June 29, 2022 to June 29, 2023,

and at least 6,999 shares of Ammo’s common stock during the period June 14,

2023 to June 14, 2024.

181. Wiley has not reimbursed Ammo for any portion of the bonuses,

incentive-based compensation, equity-based compensation, or profits from his

sales of Ammo securities that he received during the 12-month periods following

Ammo’s filing of each misstated Form 10-K.

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COMPLAINT 57

CLAIMS FOR RELIEF

FIRST CLAIM FOR RELIEF
Material Misstatements and Omissions: Section 10(b) of the Exchange Act

and Rule 10b-5(b) Thereunder
(Wagenhals and Wiley)

182. The SEC realleges and incorporates by reference in this claim for

relief the allegations set forth above.

183. Wagenhals and Wiley, directly or indirectly, acting with scienter, by

use of the means or instrumentalities of interstate commerce, or of the mails, or of

a facility of a national securities exchange, in connection with the purchase or sale

of a security, made untrue statements of material facts or omitted material facts

necessary in order to make the statements made, in the light of the circumstances

under which they were made, not misleading, in violation of Section 10(b) of the

Exchange Act and Rule 10b-5(b).

184. By reason of the foregoing, Wagenhals and Wiley, directly or

indirectly, violated and, unless restrained and enjoined, will again violate Section

10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5(b)

[17 C.F.R. § 240.10b-5(b)] thereunder.

SECOND CLAIM FOR RELIEF
Aiding and Abetting Ammo’s Violations of Section 10(b) of the Exchange Act

and Rules 10b-5(b)
(Wiley and Larson)

185. The SEC realleges and incorporates by reference in this claim for

relief the allegations set forth above.

186. Ammo, directly or indirectly, acting with scienter, by use of the means

or instrumentalities of interstate commerce, or of the mails, or of a facility of a

national securities exchange, in connection with the purchase or sale of a security

made untrue statements of material facts or omitted material facts necessary in

order to make the statements made, in the light of the circumstances under which

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 57 of 63

COMPLAINT 58

they were made, not misleading, in violation of Section 10(b) of the Exchange Act

and Rule 10b-5(b).

187. As a result of the conduct alleged herein, Wiley and Larson aided and

abetted Ammo’s violations of Section 10(b) of the Exchange Act and Rule 10b-

5(b) by knowingly or recklessly providing substantial assistance to Ammo.

188. By reason of the foregoing, Wiley and Larson, directly or indirectly,

aided and abetted and, unless restrained and enjoined, will again aid and abet

violations of Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rule

10b-5(b) [17 C.F.C. § 240.10b-5(b)] thereunder.

THIRD CLAIM FOR RELIEF
Fraudulent Conduct and Acts: Section 10(b) of the Exchange Act and Rules

10b-5(a) and (c) Thereunder
(All Defendants)

189. The SEC realleges and incorporates by reference in this claim for

relief the allegations set forth above.

190. Wagenhals, Wiley, and Larson, directly or indirectly, acting with

scienter, by use of the means or instrumentalities or interstate commerce, or of the

mails, or of a facility of a national securities exchange, in connection with the

purchase or sale of a security (i) employed devices, schemes, or artifices to defraud

and (ii) engaged in acts, practices, or courses of business which operated or would

operate as a fraud or deceit upon another person.

191. By virtue of the foregoing, Wagenhals, Wiley, and Larson, directly or

indirectly, violated and, unless restrained and enjoined, will again violate Section

10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-5(a) and (c)

[17 C.F.C. § 240.10b-5(a) and (c)] thereunder.

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COMPLAINT 59

FOURTH CLAIM FOR RELIEF
Fraudulent Conduct and Acts: Sections 17(a)(1) and (3) of the Securities Act

(All Defendants)

192. The SEC realleges and incorporates by reference in this claim for

relief the allegations set forth above.

193. Wagenhals, Wiley, and Larson, directly or indirectly, in the offer or

sale of securities, by use of the means or instruments of transportation or

communication in interstate commerce or by use of the mails, acting with the

requisite state of mind, (i) employed devices, schemes, or artifices to defraud and

(ii) engaged in transactions, practices, or a course of business which operated or

would operate as a fraud or deceit upon purchasers in violation of Section 17(a)(1)

and 17(a)(3) of the Securities Act.

194. By virtue of the foregoing, Wagenhals, Wiley, and Larson, directly or

indirectly, violated and, unless restrained and enjoined, will again violate Section

17(a)(1) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1) and (3)].

FIFTH CLAIM FOR RELIEF
Lying to Auditors: Rule 13b2-2 of the Exchange Act

(Wagenhals and Wiley)

195. The SEC realleges and incorporates by reference in this claim for

relief the allegations set forth above.

196. By reason of the conduct described above, Wagenhals and Wiley,

while acting as officers of Ammo, knowingly (i) made or caused to be made

material false or misleading statements to an accountant, or (ii) omitted to state, or

caused another person to omit to state, material facts necessary in order to make

statements made, in light of the circumstances under which such statements were

made, not misleading, to an accountant in connection with (1) any audit, review or

examination of the financial statements of Ammo required by the Exchange Act or

rules thereunder; or (2) the preparation or filing of any document or report required

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COMPLAINT 60

to be filed with the SEC pursuant to Section 13(b)(2) of the Exchange Act

[15 U.S.C. § 78m(b)(2)], or otherwise.

197. By reason of the foregoing, Wagenhals and Wiley, violated and,

unless restrained and enjoined, will again violate Exchange Act Rule 13b2-2

[17 C.F.R. § 240.13b2-2].

SIXTH CLAIM FOR RELIEF
Falsified Books, Records, or Accounts: Rule 13b2-1 of the Exchange Act

(Wagenhals and Wiley)

198. The SEC realleges and incorporates by reference in this claim for

relief the allegations set forth above.

199. Wagenhals and Wiley, directly or indirectly, falsified or caused to be

falsified one or more books, records or accounts of Ammo.

200. By reason of the foregoing, Wagenhals and Wiley violated and, unless

restrained and enjoined, will again violate Rule 13b2-1 of the Exchange Act

[17 C.F.R. § 240.13b2-1].

SEVENTH CLAIM FOR RELIEF
Certification of Filings: Rule 13a-14 of the Exchange Act

(Wagenhals and Wiley)

201. The SEC realleges and incorporates by reference in this claim for

relief the allegations set forth above.

202. Wagenhals, as the Chief Executive Officer of Ammo, and Wiley, as

the Chief Financial Officer of Ammo, falsely certified (i) that there were no untrue

statements or omissions of material facts necessary to make statements not

misleading in light of the circumstances in which they were made in Ammo’s

periodic reports filed with the SEC; and (ii) that those reports fairly presented in all

material respects the financial condition and results of the operations of Ammo.

203. By reason of the foregoing, Wagenhals and Wiley violated and, unless

restrained and enjoined, will again violate Rule 13a-14 [17 C.F.R. §§ 240.13a-14].

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 60 of 63COMPLAINT 61

EIGHTH CLAIM FOR RELIEF
Clawback: Section 304 of the Sarbanes-Oxley Act

(Wagenhals and Wiley)

204. The SEC realleges and incorporates by reference in this claim for

relief the allegations set forth above.

205. Wagenhals and Wiley received bonuses, other incentive-based or

equity-based compensation, or profits from the sale of Ammo securities during the

12-month periods following the first public issuance or filing with the SEC of

financial documents embodying financial reporting requirements for which Ammo

was required to prepare accounting restatements due to Ammo’s material

noncompliance resulting from misconduct.

206. Wagenhals and Wiley received or obtained, during the statutory time

periods established by SOX 304, bonuses, incentive, and/or equity-based

compensation which each failed to reimburse to Ammo.

207. By reason of the foregoing, Wagenhals and Wiley are subject to the

requirements of Sarbanes-Oxley Act Section 304 [15 U.S.C. § 7243].

PRAYER FOR RELIEF

WHEREFORE, the SEC seeks the following relief:

Find that the Defendants committed the violations respectively alleged

against each Defendant in this Complaint;

II.

Enter an injunction, in a form consistent with Rule 65 of the Federal Rules

of Civil Procedure, permanently restraining and enjoining Defendants and their

agents, servants, employees, attorneys, and accountants, and those persons in

active concert or participation with them, who receive actual notice of the Final

Judgment by personal service or otherwise, and each of them, from engaging in

transactions, acts, practices, and courses of business described herein, and from

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COMPLAINT 62

engaging in conduct of similar purport and object in violation of the laws and rules

they are respectively alleged to have violated in this Complaint;

III.

Enter an injunction, in a form consistent with Rule 65(d) of the Federal

Rules of Civil Procedure, permanently restraining and enjoining Defendant Wiley

from directly or indirectly acting in an accounting or financial reporting role at a

public company in connection with the preparation of financial statements filed

with the SEC, providing substantial assistance to a public company in the

preparation of financial statements filed with the SEC, or acting as an auditor on a

public company audit;

IV.

Pursuant to Sections 21(d)(5) and 21(d)(7) of the Exchange Act

[15 U.S.C. §§ 78u(d)(5) and 78u(d)(7)], order Defendant Larson to disgorge all ill-

gotten gains, together with pre-judgment interest, derived from the activities set

forth in this Complaint;

Order each Defendant to pay civil money penalties pursuant to Section 20(d)

of the Securities Act [15 U.S.C. § 77t(d)] and Section 21(d)(3) of the Exchange

Act [15 U.S.C. § 78u(d)(3)]; and

VI.

Issue an order, pursuant to the Court’s equitable powers, Section 20(e) of the

Securities Act [15 U.S.C. § 77t(e)], and Section 21(d)(2) of the Exchange Act

[15 U.S.C. § 78u(d)(2)], barring each Defendant from acting as an officer or

director of any issuer that has a class of securities registered pursuant to Section 12

of the Exchange Act [15 U.S.C. § 78l] or that is required to file reports pursuant to

Section 15(d) of the Exchange Act [15 U.S.C. § 78o(d)].

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COMPLAINT 63

VII.

Order that Defendants Wagenhals and Wiley forfeit certain bonuses and

profits and reimburse Ammo as required by Section 304 of the Sarbanes-Oxley Act

[15 U.S.C. § 7243].

VIII.

Grant such other and further relief as this Court may deem just and proper.

JURY DEMAND

The SEC demands a trial by jury on all claims so triable.

Dated: December 15, 2025 Respectfully submitted,

By: /s/ James P. McDonald
James P. McDonald

Zachary T. Carlyle
Jeremy Graves
U.S. Securities and Exchange Commission
1961 Stout Street, Suite 1700
Denver, CO 80294-1961
Telephone: (303) 844-1000
Email: [email protected]
[email protected]
[email protected]

Attorneys for Plaintiff
U.S. Securities and Exchange Commission

Case 2:25-cv-04696-SMB Document 1 Filed 12/15/25 Page 63 of 63