AXIL Form 4: 45,000 shares from 900,000 preferred conversion

Rhea-AI Filing Summary

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.

Insights

Securities law analyst

Administrative insider update; conversion under a 5% cap.

This Form 4 records a preferred-to-common stock conversion at a stated 20-for-1 ratio, yielding 45,000 common shares from 900,000 preferred. The filing also details post-transaction common share balances held directly and indirectly.

A 5% beneficial ownership limitation constrains further conversions at any one time, which can pace how quickly additional preferred could become common. The options schedule is split between a fully exercisable grant and a time-vested grant with defined expirations.

There is no stated cash component; the action reflects security conversion mechanics. Any trading activity would depend on holder decisions and applicable limits disclosed here.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brown Jeffrey B.

(Last) (First) (Middle)

C/O AXIL BRANDS, INC.

9150 WILSHIRE BOULEVARD, UNIT 245

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Axil Brands, Inc. [ AXIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO, COO

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/03/2025		C		45,000	A	(1)(5)	145,000	I	By BZ Capital Strategies(4)
Common Stock								15,143	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	11/03/2025		C(5)			900,000	(1)	(1)	Common Stock	45,000(1)	(1)(5)	300,000	I	By BZ Capital Strategies(4)
Stock Option (right to buy)	$1.8							(2)	04/20/2032	Common Stock	110,000		110,000	D
Stock Option (right to buy)	$4.01							(3)	10/14/2034	Common Stock	250,000		250,000	D

Explanation of Responses:

1. The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time; provided, that the holder may not convert that number of shares of Preferred Stock which would cause the holder to become the beneficial owner of more than 5% of the Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date.

2. Fully exercisable.

3. Options vest in 48 equal monthly installments, beginning on October 31, 2024, subject to continued employment through the vesting date.

4. Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies.

5. On November 3, 2025, BZ Capital Strategies converted 900,000 shares of Preferred Stock into 45,000 shares of the Issuer's common stock.

	/s/ Jeffrey B. Brown	11/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did AXIL disclose in this Form 4?

A conversion of 900,000 Series A Preferred into 45,000 common shares on November 3, 2025, plus updated holdings and option details.

What is the conversion ratio for AXIL’s Series A Preferred?

The Series A Preferred converts to common on a 20-for-1 basis.

What are the reporting person’s AXIL share holdings after the transaction?

Indirect common shares: 145,000 via BZ Capital Strategies; direct common shares: 15,143.

Is there a cap on conversions for AXIL’s Series A Preferred?

Yes. A 5% beneficial ownership limitation applies to conversions.

What AXIL stock options are reported?

Options for 110,000 shares at $1.80 expiring April 20, 2032 (fully exercisable) and 250,000 at $4.01 expiring October 14, 2034 (48 monthly vesting from October 31, 2024).

What roles does the reporting person hold at AXIL?

Listed as Director and CFO, COO of the company.