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.
AXIL Brands, Inc. filings document financial-results releases, governance actions and stockholder voting matters for a consumer products company built around AXIL hearing protection products and Reviv3 hair and skin care products. Form 8-K reports furnish quarterly and fiscal-year operating results and related exhibits under Item 2.02.
Proxy and annual-meeting filings describe director elections, board committee assignments, auditor ratification and other governance matters submitted to stockholders. Material-event filings also record board vacancies and appointments, committee roles and formal voting outcomes.
AXIL Brands, Inc. reported that it has released its consolidated financial results for the three months ended November 30, 2025. The company disclosed these results through a press release dated January 8, 2026, which is attached as an exhibit to this report and incorporated by reference.
The press release is being furnished, not filed, which means it is not automatically subject to certain liability provisions of the federal securities laws and will only be incorporated into other filings if specifically referenced.
AXIL Brands, Inc. reported profitable growth for the quarter ended November 30, 2025. Quarterly net sales were $8.1 million, up from $7.7 million a year earlier, generating gross profit of $5.5 million. Net income for the quarter rose to $704,883 compared with $633,706, equal to basic earnings of $0.10 and diluted earnings of $0.09 per share.
For the first six months of fiscal 2026, net sales reached $15.0 million versus $13.6 million in the prior-year period, with net income of $1.0 million compared to $523,901. Basic and diluted earnings per share for the six months were $0.16 and $0.13, respectively.
The balance sheet shows $16.2 million in total assets, including $5.0 million of cash, and total liabilities of $5.2 million, resulting in stockholders’ equity of $11.1 million. AXIL notes customer and geographic concentration, with one customer representing 18% of quarterly sales and about 96% of sales coming from the United States.
AXIL Brands, Inc. reported the voting results of its 2025 Annual Meeting of Stockholders held on December 17, 2025 in Beverly Hills, California. Stockholders voted on the election of two Class II directors and the ratification of the companys independent registered public accounting firm.
For director elections, Peter Dunne received 3,630,883 votes for and 80,144 votes withheld, and Manu Ohri received 3,640,321 votes for and 70,706 votes withheld; each proposal also recorded 992,076 broker non-votes. For the auditor ratification proposal, 4,651,857 votes were cast for, 9,002 against, and 42,244 abstained. These results indicate strong stockholder support for the boards nominees and the selected independent registered public accounting firm.
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. filed a current report to disclose that it issued a press release announcing its consolidated financial results for the three months ended August 31, 2025. The company states that the press release, dated October 7, 2025, is furnished as an exhibit and incorporated by reference into this report. AXIL also clarifies that the earnings information is being furnished rather than filed, which limits how it is treated under federal securities laws.
Axil Brands, Inc. reported unaudited results for the quarter ended August 31, 2025 showing improved profitability and higher working capital balances compared with the prior-year period. The company recorded $449,352 of income before taxes versus a $(109,805) loss in the prior comparable quarter, driven by stronger segment non-cash operating income of $990,221 and higher sales, net of $6,856,218. Accounts receivable increased to $2,778,751 and inventory rose to $3,889,462, reflecting higher volume and inventory-in-transit of $747,536.
Liquidity movements show a net decrease in cash of $683,230 for the quarter, and cash on hand remained in excess of FDIC limits: $3,586,624 as of period end. Contract liabilities for warranty and returns totalled approximately $907,631, with roughly $667,816 expected to be recognized in the remainder of fiscal 2026. Related-party activity was significant: advances from Intrepid totaled $1,207,693 with repayments of $1,056,202 during the quarter.