BZ Capital files 13D/A on AXIL: 2.3% via $12,000 Preferred buy

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Axil Brands, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

76151R206

(CUSIP Number)

Jeffrey Brown
c/o AXIL Brands, Inc., 9150 Wilshire Boulevard, Unit 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)

10/28/2025

(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).

SCHEDULE 13D

CUSIP No. 76151R206

1

Name of reporting person

Jeffrey Brown

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 15,143.00
8	Shared Voting Power 100,000.00
9	Sole Dispositive Power 375,143.00
10	Shared Dispositive Power 160,000.00

11

Aggregate amount beneficially owned by each reporting person

535,143.00

12

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

13

Percent of class represented by amount in Row (11)

7.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Number of shares beneficially owned by Mr. Brown with sole dispositive power includes 360,000 shares of Common Stock that may be acquired pursuant to the exercise of stock options previously granted to Mr. Brown. Number of shares beneficially owned Mr. Brown with shared dispositive power includes 60,000 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by BZ Capital. 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 No. 76151R206

1

Name of reporting person

BZ Capital Strategies

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

5

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

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 100,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 160,000.00

11

Aggregate amount beneficially owned by each reporting person

160,000.00

12

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

13

Percent of class represented by amount in Row (11)

2.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Number of shares beneficially owned BZ Capital with shared dispositive power includes 60,000 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by BZ Capital. 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. 3 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 3") amends the Statement of Beneficial Ownership on Schedule 13D filed by Jeffrey Brown on October 15, 2024 (as amended by the Reporting Persons, the "Schedule 13D" or "Statement"). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	The aggregate amount paid by BZ Capital to acquire the shares of Preferred Stock (as defined below) pursuant to the Stock Purchase Agreement (as defined below) was $12,000. The source of funds for such purchase was BZ Capital's working capital.
Item 4.	Purpose of Transaction
	On October 28, 2025, BZ Capital entered into a stock purchase agreement (the "Stock Purchase Agreement") with a holder of the Company's Series A Preferred Stock, $0.0001 par value per share (the "Preferred Stock"), pursuant which BZ Capital purchased 1,200,000 shares of Preferred Stock (equivalent to 60,000 shares of Common Stock on an as-converted basis) for cash consideration of $12,000 from such stockholder. The Stock Purchase Agreement contains customary representations and warranties. The Reporting Persons acquired the securities reported in this Statement for investment purposes. The Reporting Persons may in the future acquire additional securities of the Company or dispose of some or all of the securities of the Company held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein or as may be proposed by Mr. Brown in his capacity as an officer or director of the Company or by the Board of Directors with his participation. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Mr. Brown may be deemed to beneficially own, in the aggregate, 535,143 shares of Common Stock, which represents approximately 7.5% of the Company's outstanding shares of Common Stock, consisting of 15,143 shares of Common Stock held directly by Mr. Brown; 360,000 shares of Common Stock issuable upon the exercise of options held by Mr. Brown; 100,000 shares of Common Stock held directly by BZ Capital; and 60,000 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by BZ Capital. Options held by Mr. Brown consist of the following: options to purchase 110,000 shares of Common Stock, which have an exercise price of $1.80 per share, were granted on May 10, 2022 and expire on April 20, 2032, and are fully vested as of the date of this Statement; and options to purchase 250,000 shares of Common Stock, which have an exercise price of $4.01 per share, were granted on October 14, 2024 and expire on October 14, 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 any time 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. BZ Capital may be deemed to beneficially own 160,000 shares of Common Stock, including 60,000 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by BZ Capital, which represents approximately 2.3% of the Company's outstanding shares of Common Stock. Each percentage ownership of Common Stock set forth in this Statement is based on 6,757,717 shares of Common Stock reported by the Company as outstanding as of October 22, 2025 in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 23, 2025.
(b)	Mr. Brown has sole voting power over 15,143 shares of Common Stock and sole dispositive power over 375,143 shares of Common Stock. Mr. Brown and BZ Capital have shared voting power over 100,000 shares of Common Stock and shared dispositive power over 160,000 shares of Common Stock.
(c)	Except as set forth in Item 4, the Reporting Persons have not effected any transactions in securities of the Company during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 is incorporated herein by reference. 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.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Stock Purchase Agreement relating to 1,200,000 shares of Preferred Stock.

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.

Jeffrey Brown

Signature:	/s/ Jeffrey Brown
Name/Title:	Jeffrey Brown
Date:	10/30/2025

BZ Capital Strategies

Signature:	/s/ Jeffrey Brown
Name/Title:	Jeffrey Brown, Chairman of the Board of Directors and Chief Financial Officer
Date:	10/30/2025

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.

FAQ

What stake in AXIL does Jeffrey Brown report in this 13D/A?

He may be deemed to beneficially own 535,143 Common shares, representing 7.5% of outstanding shares.

What is BZ Capital’s reported ownership in AXIL?

BZ Capital may be deemed to beneficially own 160,000 Common shares, representing 2.3% of outstanding shares.

What transaction did BZ Capital complete on October 28, 2025?

BZ Capital purchased 1,200,000 shares of Series A Preferred for $12,000, convertible into 60,000 Common shares on a twenty‑for‑one basis.

What conversion limitation applies to the Preferred Stock?

A holder may not convert to the extent it would exceed 5% beneficial ownership of the Common Stock.

What options are included in Jeffrey Brown’s beneficial ownership?

Options for 360,000 shares: 110,000 at $1.80 (fully vested) and 250,000 at $4.01 (vest over 48 months).

How many AXIL shares were outstanding for these calculations?

The percentages are based on 6,757,717 Common shares outstanding as of October 22, 2025.

Does the filing indicate plans for corporate actions?

The reporting persons state no present plan for actions in Item 4(a)–(j), while reserving the right to act in the future.