Form 4: AXIL exec reports 60,000 common equivalent via preferred

Rhea-AI Filing Summary

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.

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

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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)
10/28/2025

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								100,000	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)	10/28/2025		P(5)		1,200,000		(1)	(1)	Common Stock	60,000(1)	(1)(5)	1,200,000	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 October 28, 2025, BZ Capital Strategies purchased 1,200,000 shares of Preferred Stock (equivalent to 60,000 shares of the Issuer's common stock on an as-converted basis) for consideration of $12,000, pursuant to a purchase agreement entered into with the previous holder of such Preferred Stock.

	/s/ Jeffrey B. Brown	10/30/2025
	** 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).
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FAQ

What did AXIL insider Jeffrey Brown report on Form 4?

An indirect purchase by BZ Capital Strategies of 1,200,000 Series A Preferred for $12,000 on 10/28/2025, convertible 20-for-1 into 60,000 common.

What are Jeffrey Brown’s current AXIL common share holdings?

He reported 15,143 common shares directly and 100,000 common shares indirectly through BZ Capital Strategies.

What are the terms of the Series A Preferred reported by AXIL?

It converts to common at a 20-for-1 ratio, includes a 5% beneficial ownership limitation, and has no expiration date.

What AXIL stock options did Jeffrey Brown report?

Options for 110,000 shares at $1.80 (fully exercisable, expiring 04/20/2032) and 250,000 shares at $4.01 (vesting over 48 months from 10/31/2024, expiring 10/14/2034).

Who is BZ Capital Strategies in relation to the AXIL Form 4?

BZ Capital Strategies is the indirect holder. Brown is its co-owner, Chairman, and Chief Financial Officer.

Does AXIL receive proceeds from this Form 4 transaction?

The reported $12,000 purchase was between BZ Capital Strategies and the previous holder of the preferred shares.