Axil Brands (AXIL) holder has proxy over 1.3M shares to 2026

Rhea-AI Filing Summary

Axil Brands, Inc. (AXIL) is the subject of Amendment No. 8 to a Schedule 13D reporting updated beneficial ownership by Jeff Toghraie, Intrepid Global Advisors, Inc., and Don Frank Nathaniel Vasquez. The amendment reflects a change in their ownership percentages due to a change in Axil’s outstanding common shares.

Mr. Toghraie may be deemed to beneficially own 3,799,538 shares of common stock, or 46.9% of the class, including options and preferred stock convertible into common shares. Intrepid may be deemed to own 3,294,538 shares (43.4%), and Mr. Vasquez 1,276,251 shares (18.7%). Intrepid holds voting rights over 1,275,000 of Mr. Vasquez’s shares under a Voting Agreement and Irrevocable Proxy expiring no later than October 17, 2026.

Filing Explained

The amendment recalculates ownership against 6,822,681 outstanding shares; reported totals include conditional option and preferred-conversion shares, not just issued common stock.

This Amendment No. 8 updates the ownership percentages reported by the group after a change in AXIL’s outstanding common shares; its current state is a reporting recalculation, not a completed conversion or option exercise. The revised denominator affects how the group’s reported beneficial ownership is measured.

The filing bases the percentages on 6,822,681 shares of common stock outstanding as of August 14, 2026. The reported beneficial-ownership totals combine directly held common stock with shares that may become issuable through options or preferred-stock conversion, so they are not limited to currently issued common shares.

Intrepid and Jeff Toghraie share voting power over 2,521,700 shares, including 1,275,000 shares held by Don Frank Nathaniel Vasquez under the voting agreement, while Vasquez retains sole dispositive power over his 1,276,251 shares. Intrepid’s preferred stock is convertible at the holder’s option on a 20-for-one basis, subject to a 5% beneficial-ownership cap; Toghraie’s included 505,000 options comprise fully vested options for 155,000 shares and 350,000 shares vesting in monthly installments.

Key Figures

Mr. Toghraie beneficial ownership: 3,799,538 shares (46.9%) Intrepid beneficial ownership: 3,294,538 shares (43.4%) Mr. Vasquez beneficial ownership: 1,276,251 shares (18.7%) +5 more

8 metrics

Mr. Toghraie beneficial ownership 3,799,538 shares (46.9%) Beneficial ownership of Axil Brands common stock as described in Item 5(a)

Intrepid beneficial ownership 3,294,538 shares (43.4%) Beneficial ownership of Axil Brands common stock as described in Item 5(a)

Mr. Vasquez beneficial ownership 1,276,251 shares (18.7%) Beneficial ownership of Axil Brands common stock as described in Item 5(a)

Shares outstanding 6,822,681 shares Axil Brands common shares outstanding as of August 14, 2026

Options held by Mr. Toghraie 505,000 shares Common stock issuable upon exercise of options held by Mr. Toghraie

Shares from Preferred Stock conversion 772,838 shares Common stock that may be acquired upon conversion of Preferred Stock held by Intrepid

Voting Agreement shares 1,275,000 shares Shares held by Mr. Vasquez over which Intrepid has voting rights

Preferred Stock conversion ratio twenty-for-one Conversion rate of Preferred Stock into Axil Brands common stock

Key Terms

beneficially own, Preferred Stock, Voting Agreement and Irrevocable Proxy, Rule 13d-1(k), +2 more

6 terms

beneficially own financial

"may be deemed to beneficially own, in the aggregate, 3,799,538 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Preferred Stock financial

"772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock"

Preferred stock is a type of ownership in a company that typically offers investors higher and more consistent dividend payments than common stock. Unlike regular shares, preferred stock usually doesn’t come with voting rights but provides a priority claim on the company’s assets and profits, making it a more stable and predictable investment option. This makes preferred stock attractive to those seeking steady income with lower risk.

Voting Agreement and Irrevocable Proxy regulatory

"are party to a Voting Agreement and Irrevocable Proxy, dated October 17, 2023"

Rule 13d-1(k) regulatory

"Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons"

sole dispositive power financial

"Mr. Toghraie has sole dispositive power over 505,000 shares of Common Stock"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

shared voting power financial

"Mr. Toghraie and Intrepid share voting power over 2,521,700 shares of Common Stock"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

FAQ

What percentage of Axil Brands, Inc. (AXIL) does Jeff Toghraie currently beneficially own?

Jeff Toghraie may be deemed to beneficially own 3,799,538 shares of Axil Brands common stock, representing approximately 46.9% of the outstanding common shares, including shares held via Intrepid, options, and preferred stock convertible into common stock.

How much of Axil Brands (AXIL) common stock is beneficially owned by Intrepid Global Advisors?

Intrepid Global Advisors may be deemed to beneficially own 3,294,538 shares of Axil Brands common stock, representing approximately 43.4% of the outstanding common shares, including common shares it holds directly, shares issuable upon preferred stock conversion, and shares over which it has voting rights.

What is Don Frank Nathaniel Vasquez’s beneficial ownership in Axil Brands (AXIL)?

Don Frank Nathaniel Vasquez may be deemed to beneficially own 1,276,251 shares of Axil Brands common stock, representing approximately 18.7% of the outstanding common shares. Of these, 1,275,000 shares are subject to a Voting Agreement and Irrevocable Proxy in favor of Intrepid.

How many Axil Brands (AXIL) shares are outstanding for these ownership percentages?

Each ownership percentage is based on 6,822,681 shares of Axil Brands common stock reported as outstanding as of August 14, 2026, according to the company’s Annual Report on Form 10-K filed on August 18, 2026.

What options to purchase Axil Brands (AXIL) shares does Jeff Toghraie hold?

Jeff Toghraie holds options to purchase 505,000 Axil Brands shares: 155,000 at an exercise price of $1.80 per share, fully vested and expiring April 20, 2032, and 350,000 at $4.01 per share, vesting in 48 monthly installments and expiring October 31, 2034.

What is the preferred stock conversion feature disclosed for Axil Brands (AXIL)?

Preferred stock held by Intrepid is convertible into Axil Brands common stock on a twenty-for-one basis, at the holder’s option. Conversion is limited so the holder does not become the beneficial owner of more than 5% of the common stock under Exchange Act Sections 13(d) and (g).

When does the Voting Agreement affecting Axil Brands (AXIL) shares held by Mr. Vasquez expire?

The Voting Agreement and Irrevocable Proxy granting Intrepid voting rights over 1,275,000 Axil Brands shares held by Mr. Vasquez expires on the earlier of October 17, 2026, a termination date designated by Intrepid in writing, or a written agreement between Intrepid and Mr. Vasquez.

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Available on EDGAR 08/20/2026 - 04:16 PM Accepted by SEC EDGAR 08/20/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

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)

08/18/2026

(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 2,521,700.00
9	Sole Dispositive Power 505,000.00
10	Shared Dispositive Power 2,019,538.00

11

Aggregate amount beneficially owned by each reporting person

3,799,538.00

12

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

13

Percent of class represented by amount in Row (11)

46.9 %

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 (i) 1,246,700 shares of Common Stock held directly by Intrepid, of which Mr. Toghraie is the managing director, and (ii) 1,275,000 shares of Common Stock held directly by Don Frank Nathaniel Vasquez. Intrepid and Mr. Vasquez are party to a Voting Agreement and Irrevocable Proxy, pursuant to which Intrepid is authorized to vote and exercise all voting rights with respect to 1,275,000 shares of Common Stock held directly by Mr. Vasquez. 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 2,521,700.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,019,538.00

11

Aggregate amount beneficially owned by each reporting person

3,294,538.00

12

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

13

Percent of class represented by amount in Row (11)

43.4 %

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 (i) 1,246,700 shares of Common Stock held directly by Intrepid and (ii) 1,275,000 shares of Common Stock held directly by Don Frank Nathaniel Vasquez. Intrepid and Mr. Vasquez are party to a Voting Agreement and Irrevocable Proxy, pursuant to which Intrepid is authorized to vote and exercise all voting rights with respect to 1,275,000 shares of Common Stock held directly by Mr. Vasquez. 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

CUSIP Number(s): 76151R206

1

Name of reporting person

DON FRANK NATHANIEL VASQUEZ

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)

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 1,251.00
8	Shared Voting Power 1,275,000.00
9	Sole Dispositive Power 1,276,251.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,276,251.00

12

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

13

Percent of class represented by amount in Row (11)

18.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Intrepid and Mr. Vasquez are party to a Voting Agreement and Irrevocable Proxy, pursuant to which Intrepid is authorized to vote and exercise all voting rights with respect to 1,275,000 shares of Common Stock held directly by Mr. Vasquez.

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. 8 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 8") 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. 8 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 8, the Schedule 13D remains unchanged. This Amendment No. 8 is being filed to reflect the change in percentage of beneficial ownership held by the Reporting Persons as a result of a change in outstanding shares of Common Stock of the Company.
Item 5.	Interest in Securities of the Issuer
(a)	Mr. Toghraie may be deemed to beneficially own, in the aggregate, 3,799,538 shares of Common Stock, which represents approximately 46.9% of the Company's outstanding shares of Common Stock, consisting of 1,246,700 shares of Common Stock held directly by Intrepid; 1,275,000 shares of Common Stock held directly by Mr. Vasquez over which Intrepid has voting rights; 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, 3,294,538 shares of Common Stock, which represents approximately 43.4% of the Company's outstanding shares of Common Stock, consisting of 1,246,700 shares of Common Stock held directly by Intrepid; 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by Intrepid; and 1,275,000 shares of Common Stock held directly by Mr. Vasquez over which Intrepid has voting rights. Mr. Vasquez may be deemed to beneficially own, in the aggregate, 1,276,251 shares of Common Stock, which represents approximately 18.7% of the Company's outstanding shares of Common Stock. 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 August 14, 2026 in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 18, 2026.
(b)	Mr. Toghraie has sole dispositive power over 505,000 shares of Common Stock. Mr. Toghraie and Intrepid share voting power over 2,521,700 shares of Common Stock and share dispositive power over 2,019,538 shares of Common Stock. Mr. Vasquez has sole voting power over 1,251 shares of Common Stock, shared voting power over 1,275,000 shares of Common Stock, and sole dispositive power over 1,276,251 shares of Common Stock.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Intrepid and Mr. Vasquez are party to a Voting Agreement and Irrevocable Proxy, dated October 17, 2023, pursuant to which Intrepid is authorized to vote and exercise all voting rights with respect to 1,275,000 shares of Common Stock held directly by Mr. Vasquez. The terms of the Voting Agreement and Irrevocable Proxy will expire on the earlier of: (i) October 17, 2026, (ii) such date and time designated by Intrepid in a written notice to Mr. Vasquez or (iii) the written agreement of Intrepid and Mr. Vasquez to terminate such agreement. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

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:	08/20/2026

INTREPID GLOBAL ADVISORS, INC.

Signature:	/s/ Jeff Toghraie
Name/Title:	Jeff Toghraie, Managing Director
Date:	08/20/2026

DON FRANK NATHANIEL VASQUEZ

Signature:	/s/ Don Frank Nathaniel Vasquez
Name/Title:	Don Frank Nathaniel Vasquez
Date:	08/20/2026

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.