Axil Brands voting proxy for 1.28M shares expires

The agreement's expiration removes voting authority over 1,275,000 shares held directly by Don Frank Nathaniel Vasquez.

Rhea-AI Filing Summary

Axil Brands, Inc. reported that a voting agreement and irrevocable proxy between Intrepid Global Advisors, Inc. and Don Frank Nathaniel Vasquez expired effective October 17, 2026. As a result, Intrepid and its managing director, Jeff Toghraie, no longer have voting power over the 1,275,000 common shares held directly by Vasquez, who is no longer a reporting person.

Toghraie may be deemed to beneficially own 2,524,538 shares (31.2%); Intrepid may be deemed to beneficially own 2,019,538 shares (26.6%). Toghraie’s reported amount includes 505,000 shares issuable under options and 772,838 shares issuable upon conversion of Intrepid-held preferred stock. The ownership percentages are based on 6,822,681 common shares outstanding as of October 2, 2026. The preferred stock converts on a twenty-for-one basis, subject to a limit preventing conversion that would result in beneficial ownership above 5%.

Filing Explained

Of the 505,000 option shares included in Jeff Toghraie’s reported ownership, 155,000 are fully vested; the other 350,000 vest in 48 monthly installments subject to continued employment.

Key Figures

Jeff Toghraie beneficial ownership: 2,524,538 shares Intrepid beneficial ownership: 2,019,538 shares Shares subject to expired voting agreement and proxy: 1,275,000 shares +4 more

7 metrics

Jeff Toghraie beneficial ownership 2,524,538 shares Approximately 31.2% of the company's outstanding common stock

Intrepid beneficial ownership 2,019,538 shares Approximately 26.6% of the company's outstanding common stock

Shares subject to expired voting agreement and proxy 1,275,000 shares Held directly by Don Frank Nathaniel Vasquez

Common shares outstanding 6,822,681 shares As of October 2, 2026

Toghraie options 505,000 shares Shares issuable upon exercise

Preferred stock conversion ratio 20-for-1 Preferred stock converts into common stock

Preferred stock conversion ownership limit 5% Conversion cannot result in beneficial ownership above this limit

Key Terms

irrevocable proxy, shared dispositive power, twenty-for-one basis, fully vested

4 terms

irrevocable proxy regulatory

"Voting Agreement and Irrevocable Proxy"

An irrevocable proxy is a legal authorization in which a shareholder gives another person or entity the permanent right to vote their shares and cannot later take that voting permission back. It matters to investors because it locks who controls voting power on key issues—like board elections, mergers, or major policy changes—so it can change corporate control and influence the value or direction of an investment much like handing someone an unchangeable voting card.

shared dispositive power regulatory

"share dispositive power over 2,019,538 shares"

twenty-for-one basis financial

"convertible into shares of Common Stock on a twenty-for-one basis"

fully vested financial

"are fully vested as of the date of this Statement"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AXIL shares may Jeff Toghraie be deemed to own?

Jeff Toghraie may be deemed to beneficially own 2,524,538 shares, representing approximately 31.2% of Axil Brands’ outstanding common stock. The reported amount includes shares held by Intrepid, shares issuable under Toghraie’s options, and shares issuable upon conversion of preferred stock held by Intrepid.

What happened to Intrepid's voting authority over Don Frank Nathaniel Vasquez's AXIL shares?

The voting agreement and irrevocable proxy expired effective October 17, 2026. Intrepid and Jeff Toghraie no longer have voting power over the 1,275,000 shares held directly by Vasquez, who is no longer a reporting person.

What stock options does Jeff Toghraie hold in AXIL?

Toghraie holds options for 155,000 shares at an exercise price of $1.80 per share, granted May 10, 2022, and fully vested. He also holds options for 350,000 shares at $4.01 per share, granted October 14, 2024, which vest in 48 equal monthly installments beginning October 31, 2024, subject to continued employment through each vesting date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/20/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/20/2026 - 04:05 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

Axil Brands, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

76151R206

(CUSIP Number)

Jeff Toghraie
c/o AXIL Brands, Inc., 9150 Wilshire Boulevard, Suite 245
Beverly Hills, CA, 90212
(888) 638-8883

Jurgita Ashley
Thompson Hine LLP, 3900 Key Center, 127 Public Square
Cleveland, OH, 44114
(216) 566-5500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 76151R206

1

Name of reporting person

JEFF TOGHRAIE

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,246,700.00
9	Sole Dispositive Power 505,000.00
10	Shared Dispositive Power 2,019,538.00

11

Aggregate amount beneficially owned by each reporting person

2,524,538.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Number of shares beneficially owned by Mr. Toghraie with shared voting power includes 1,246,700 shares of Common Stock held directly by Intrepid, of which Mr. Toghraie is the managing director. Number of shares beneficially owned by Mr. Toghraie with sole dispositive power includes 505,000 shares of Common Stock that may be acquired pursuant to the exercise of stock options previously granted to Mr. Toghraie. Number of shares beneficially owned by Mr. Toghraie with shared dispositive power includes (i) 1,246,700 shares of Common Stock held directly by Intrepid and (ii) 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by Intrepid. The Preferred Stock is convertible into shares of Common Stock on a twenty-for-one basis, at the option of the holder; 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 Common Stock, as determined in accordance with Sections 13(d) and (g) of the Exchange Act and the rules and regulations thereunder.

SCHEDULE 13D

CUSIP Number(s): 76151R206

1

Name of reporting person

INTREPID GLOBAL ADVISORS, INC.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,246,700.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,019,538.00

11

Aggregate amount beneficially owned by each reporting person

2,019,538.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

26.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Number of shares beneficially owned by Intrepid with shared voting power includes 1,246,700 shares of Common Stock held directly by Intrepid, of which Mr. Toghraie is the managing director. Number of shares beneficially owned by Intrepid with shared dispositive power includes (i) 1,246,700 shares of Common Stock held directly by Intrepid and (ii) 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by Intrepid. The Preferred Stock is convertible into shares of Common Stock on a twenty-for-one basis, at the option of the holder; 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 Common Stock, as determined in accordance with Sections 13(d) and (g) of the Exchange Act and the rules and regulations thereunder.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value per share
(b)	Name of Issuer: Axil Brands, Inc.
(c)	Address of Issuer's Principal Executive Offices: 9150 WILSHIRE BOULEVARD, UNIT 245, BEVERLY HILLS, CALIFORNIA , 90212.
Item 1 Comment: This Amendment No. 9 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 9") amends the Statement of Beneficial Ownership on Schedule 13D filed by Jeff Toghraie on September 9, 2022 (as amended by the Reporting Persons, the "Schedule 13D" or "Statement"). Capitalized terms used but not defined in this Amendment No. 9 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 9, the Schedule 13D remains unchanged. This Amendment No. 9 is being filed to reflect that, effective October 17, 2026, the Voting Agreement and Irrevocable Proxy, dated October 17, 2023, by and between Intrepid and Don Frank Nathaniel Vasquez expired in accordance with its terms. As a result, Intrepid no longer has the authority to vote or exercise voting rights with respect to the 1,275,000 shares of Common Stock held directly by Mr. Vasquez, and Mr. Vasquez is no longer a Reporting Person on the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Mr. Toghraie may be deemed to beneficially own, in the aggregate, 2,524,538 shares of Common Stock, which represents approximately 31.2% of the Company's outstanding shares of Common Stock, consisting of 1,246,700 shares of Common Stock held directly by Intrepid; 505,000 shares of Common Stock issuable upon the exercise of options held by Mr. Toghraie; and 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by Intrepid. Options held by Mr. Toghraie consist of the following: options to purchase 155,000 shares of Common Stock, which have an exercise price of $1.80 per share, were granted on May 10, 2022 and expire April 20, 2032, and are fully vested as of the date of this Statement; and options to purchase 350,000 shares of Common Stock, which have an exercise price of $4.01 per share, were granted on October 14, 2024 and expire October 31, 2034, and vest in 48 equal monthly installments, beginning on October 31, 2024, subject to continued employment through the vesting date. The Preferred Stock is convertible into shares of Common Stock on a twenty-for-one basis, at the option of the holder; 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 Common Stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. Intrepid may be deemed to beneficially own, in the aggregate, 2,019,538 shares of Common Stock, which represents approximately 26.6% of the Company's outstanding shares of Common Stock, consisting of 1,246,700 shares of Common Stock held directly by Intrepid and 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by Intrepid. Each percentage ownership of Common Stock set forth in this Statement is based on 6,822,681 shares of Common Stock reported by the Company as outstanding as of October 2, 2026 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 6, 2026.
(b)	Mr. Toghraie has sole dispositive power over 505,000 shares of Common Stock. Mr. Toghraie and Intrepid share voting power over 1,246,700 shares of Common Stock and share dispositive power over 2,019,538 shares of Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Voting Agreement and Irrevocable Proxy, dated October 17, 2023, by and between Intrepid and Mr. Vasquez, pursuant to which Intrepid was authorized to vote and exercise all voting rights with respect to 1,275,000 shares of Common Stock held directly by Mr. Vasquez, expired in accordance with its terms on October 17, 2026. As a result, Intrepid and Mr. Toghraie no longer have voting power over such shares.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JEFF TOGHRAIE

Signature:	/s/ Jeff Toghraie
Name/Title:	Jeff Toghraie
Date:	10/20/2026

INTREPID GLOBAL ADVISORS, INC.

Signature:	/s/ Jeff Toghraie
Name/Title:	Jeff Toghraie, Managing Director
Date:	10/20/2026

Comments accompanying signature:

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named on the signature page of this filing agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.