Welcome to our dedicated page for Axil Brands SEC filings (Ticker: AXIL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
When you dig into AXIL’s disclosures you’re really looking at two businesses in one: high-tech hearing protection and the Reviv3 hair-care line. That split means the annual report contains separate revenue, margin, and inventory notes that can be hard to untangle. Our platform puts everything in one place—no more hunting through EDGAR for the AXIL annual report 10-K simplified.
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Axil Brands (AXIL): Schedule 13D/A filed by Jeffrey Brown and BZ Capital updates ownership following a preferred-to-common conversion. On November 3, 2025, BZ Capital converted 900,000 shares of Series A Preferred Stock into 45,000 shares of Common Stock at the stated 20:1 ratio. Mr. Brown now beneficially owns 535,143 shares, or 7.5% of common stock, including 360,000 option shares. BZ Capital is shown with 160,000 shares, or 2.3%, including 15,000 shares issuable upon conversion, subject to a 5% beneficial ownership conversion limit.
Ownership percentages are based on 6,757,717 shares outstanding as of October 22, 2025 plus 45,000 shares issued upon the conversion. On October 28, 2025, BZ Capital purchased 1,200,000 preferred shares (equivalent to 60,000 common on an as-converted basis) for $12,000. The filing states the securities were acquired for investment purposes, with no present plans for actions described in Item 4(a)–(j).
Axil Brands (AXIL) reported an insider transaction on a Form 4. On November 3, 2025, an affiliated entity converted 900,000 shares of Series A Preferred Stock into 45,000 shares of common stock under a 20-for-1 conversion ratio. The conversion is subject to a 5% beneficial ownership cap.
Following the transaction, indirect beneficial ownership stood at 145,000 common shares through BZ Capital Strategies, and direct beneficial ownership was 15,143 common shares. The reporting person is listed as Director and CFO, COO of the issuer.
Derivative holdings include stock options for 110,000 shares at $1.80 expiring on April 20, 2032 (fully exercisable), and options for 250,000 shares at $4.01 expiring on October 14, 2034, vesting in 48 equal monthly installments beginning October 31, 2024.
Axil Brands (AXIL) — Schedule 13D/A Amendment No. 3: Jeffrey Brown and BZ Capital updated their beneficial ownership. Mr. Brown may be deemed to beneficially own 535,143 shares of Common Stock, representing 7.5% of outstanding shares. BZ Capital may be deemed to beneficially own 160,000 shares, representing 2.3%.
On October 28, 2025, BZ Capital purchased 1,200,000 shares of Series A Preferred Stock (convertible into 60,000 Common shares on a twenty‑for‑one basis) for cash consideration of $12,000 under a stock purchase agreement with customary representations and warranties. The Preferred Stock includes a conversion cap that prevents any holder from exceeding 5% beneficial ownership.
Mr. Brown’s holdings include 15,143 Common shares and options for 360,000 shares: 110,000 options at $1.80 (granted May 10, 2022; expire April 20, 2032; fully vested) and 250,000 options at $4.01 (granted October 14, 2024; expire October 14, 2034; vest monthly over 48 months). Shares outstanding were 6,757,717 as of October 22, 2025.
Axil Brands (AXIL) insider Jeffrey B. Brown filed a Form 4 reporting an indirect purchase by BZ Capital Strategies on 10/28/2025 of 1,200,000 shares of Series A Preferred Stock for $12,000. The preferred shares are convertible into common stock on a 20-for-1 basis, equivalent to 60,000 common shares, subject to a 5% beneficial ownership cap. The preferred has no expiration date.
Following the transactions, Brown reported 15,143 shares of common stock directly and 100,000 shares of common stock indirectly through BZ Capital Strategies. He also reported stock options for 110,000 shares at $1.80 (fully exercisable, expiring 04/20/2032) and 250,000 shares at $4.01 (vesting in 48 monthly installments beginning 10/31/2024, expiring 10/14/2034). Brown is a Director and Officer (CFO, COO) of Axil Brands and is the co-owner, Chairman, and CFO of BZ Capital Strategies.
AXIL Brands, Inc. filed its definitive proxy for the Annual Meeting set for December 17, 2025. Stockholders of record at the close of business on October 22, 2025 may vote; 6,757,717 shares of common stock were outstanding and entitled to vote as of that date. Two proposals are on the ballot: elect two Class II directors and ratify Salberg & Company, P.A. as independent auditor for the fiscal year ending May 31, 2026.
The Board nominated Peter Dunne (84) and Manu Ohri (69) for Class II seats through the 2028 Annual Meeting. The five‑member Board includes three directors deemed independent under NYSE American rules, and its Audit, Compensation, and Nominating & Governance committees are fully independent. In fiscal 2025, non‑employee directors received stock awards valued at $20,750 each.
Executive pay highlights: in fiscal 2025, CEO Jeff Toghraie reported total compensation of $1,630,600, including option awards of $1,403,500; CFO/COO Jeff Brown reported $1,266,500, including option awards of $1,002,500. New employment agreements dated August 18, 2025 set base salaries at $275,000 for the CEO and $225,000 for the CFO, target bonuses of at least 40% of base, change‑of‑control equity of 500,000 and 175,000 shares, and severance of three times and two times base plus bonus, respectively.
Axil Brands, Inc. reported unaudited results for the quarter ended
Liquidity movements show a net decrease in cash of
AXIL Brands, Inc. reported consolidated net sales of $26.26 million for the year ended May 31, 2025, down from $27.50 million the prior year. Cost of sales was $7.62 million, producing gross profit of $18.64 million versus $20.18 million a year earlier. Operating expenses totaled $17.48 million, yielding income from operations of $1.16 million. Net income after tax was $854,988 compared with $2.00 million in the prior year.
The company completed a 1-for-20 reverse stock split and amended authorized share counts for common and preferred stock. During fiscal 2024 the company repurchased Series A Preferred Stock for $1,246,490 and converted 14,478,250 preferred shares into 723,913 common shares. Management granted stock option awards, including 350,000 options to the CEO and 250,000 to the CFO at an exercise price of $4.01. Cash balances held in accounts exceeded FDIC limits at $4.02 million at May 31, 2025.
The filing describes a formal cybersecurity program with an Incident Response Plan, periodic testing, third-party assessments, and employee training. Related-party activity included advances from Intrepid totaling $6.95 million and repayments of $6.96 million during the year. The consolidated financial statements and notes are included in iXBRL format.
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