Board reshuffle at AXIL Brands (NYSE: AXIL) as Dunne exits, Penna joins

Rhea-AI Filing Summary

AXIL Brands, Inc. reported a Board change. On January 15, 2026, director Peter Dunne resigned from the Board and its committees, effective immediately. The company states his resignation was not due to any disagreement over operations, policies, or practices.

On the same day, the Board appointed Thomas Penna as a Class II director to fill the vacancy, also effective immediately. His term will run until the company’s 2028 annual meeting of stockholders, unless it ends earlier. He was also named to the Audit and Compensation Committees and will chair the Nominating and Corporate Governance Committee.

Penna, 64, brings over 35 years of experience in the professional hair care and salon industries, including serving as Chairman and CEO of Penko Beauty LLC. He will receive the company’s standard annual compensation for non-employee directors, and there are no special arrangements or related-party transactions disclosed in connection with his appointment.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): January 15, 2026

AXIL BRANDS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	001-41958	47-4125218
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212

(Address of principal executive offices, including ZIP code)

(888) 638-8883

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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

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

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

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		AXIL		The NYSE American LLC

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

Emerging growth company ☐

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2026, Peter Dunne notified the Board of Directors (the “Board”) of AXIL Brands, Inc. (the “Company”) of his decision to resign from the Board and its committees, effective immediately. Mr. Dunne’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

In addition, on January 15, 2026, the Board appointed Thomas Penna to the Board as a Class II director to fill the vacancy in such class, effective immediately. As a Class II director, Mr. Penna will serve for an initial term that will expire at the Company’s 2028 annual meeting of stockholders or upon his earlier death, resignation, disqualification or removal from office. The Board also appointed Mr. Penna to serve on the Board’s Audit Committee and Compensation Committee and as chair of the Board’s Nominating and Corporate Governance Committee.

Mr. Penna, 64, has over 35 years of experience in the professional hair care and salon industries. Mr. Penna previously served as Chairman and Chief Executive Officer of Penko Beauty LLC, a distributor of haircare products. Prior to that, Mr. Penna founded and managed a multi-location salon group.

In connection with his election, Mr. Penna will receive the standard annual compensation for the Company’s non-employee directors, as described in the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on October 23, 2025.

There were no understandings or other agreements or arrangements between Mr. Penna, on the one hand, and any other person, on the other hand, pursuant to which he was appointed as a director of the Company. Furthermore, there are no transactions between Mr. Penna and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AXIL BRANDS, INC.
Date: January 20, 2026	By:	/s/ Jeff Toghraie
	Name:	Jeff Toghraie
	Title:	Chief Executive Officer

FAQ

What Board change did AXIL (AXIL) disclose in this 8-K?

AXIL Brands disclosed that Peter Dunne resigned from its Board of Directors and its committees effective January 15, 2026, and that the Board appointed Thomas Penna as a new Class II director to fill the resulting vacancy, effective the same day.

Did Peter Dunne resign from AXIL’s Board due to a disagreement?

No. AXIL states that Peter Dunne’s resignation from the Board was not the result of any disagreement with the company on operations, policies, or practices.

Who is the new director appointed to AXIL’s Board and what is his term?

The Board appointed Thomas Penna as a Class II director. He will serve until AXIL’s 2028 annual meeting of stockholders or until his earlier death, resignation, disqualification, or removal from office.

What committees will Thomas Penna serve on at AXIL Brands?

Thomas Penna has been appointed to AXIL’s Audit Committee and Compensation Committee, and he will serve as chair of the Nominating and Corporate Governance Committee.

What relevant experience does Thomas Penna bring to AXIL’s Board?

Thomas Penna, age 64, has over 35 years of experience in the professional hair care and salon industries. He previously served as Chairman and Chief Executive Officer of Penko Beauty LLC, a distributor of haircare products, and earlier founded and managed a multi-location salon group.

How will Thomas Penna be compensated as a director of AXIL?

In connection with his election, Thomas Penna will receive AXIL’s standard annual compensation for non-employee directors, as described in the company’s Definitive Proxy Statement filed on October 23, 2025.

Are there any special arrangements or related-party transactions involving Thomas Penna and AXIL?

AXIL states there were no understandings, agreements, or arrangements with any person under which Penna was appointed as a director, and that there are no transactions between him and the company that would need to be reported under Item 404(a) of Regulation S-K.