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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 6, 2026

 

AXIL BRANDS, INC.

(Exact name of Registrant as Specified in its Charter)

 

Delaware 001-41958 47-4125218
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212

(Address of principal executive offices, including ZIP code)

 

(888) 638-8883

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   AXIL   The NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

   

 

  

Item 2.02Results of Operations and Financial Condition.

 

On October 6, 2026, AXIL Brands, Inc. (the “Company”) issued a press release announcing its consolidated financial results for the three months ended August 31, 2026. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release of AXIL Brands, Inc., dated October 6, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

   

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AXIL BRANDS, INC.
     
Date: October 6, 2026 By: /s/ Jeff Toghraie
  Name: Jeff Toghraie
  Title: Chief Executive Officer

 

   

 

 

AXIL Brands, Inc. Reports First Quarter Fiscal 2027 Financial Results

 

LOS ANGELES, October 6, 2026 (GLOBE NEWSWIRE) – AXIL Brands, Inc. (“AXIL,” “we,” “us,” “our,” or the “Company”) (NYSE American: AXIL), an emerging global consumer products company for AXIL® hearing protection and enhancement products and Reviv3® hair and skin care products, and marketing services for third-party brands today announced financial and operational results for the first fiscal quarter ended August 31, 2026.

 

First Quarter Financial Highlights (Period-ended August 31, 2026)

 

(All comparisons are to the three months ended August 31, 2025 unless otherwise stated)

 

·Net revenues were $6.1 million, compared with $6.9 million in the prior-year period, a decrease of 11.2%. The comparison reflects the planned transition from XCOR to XCOR II and a material prior-year big-box order that did not repeat in the quarter. Direct-to-consumer revenue in the hearing segment was down less than 1%
·Gross profit was $5.0 million, or 82.6% of sales, compared with $4.6 million, or 67.6% of sales. The current-quarter margin included a non-recurring $0.55 million benefit from IEEPA customs duty refunds recognized as a reduction of cost of revenues. Excluding that item, gross margin was approximately 73.6%
·Income from operations was $437,000, compared with $412,000 in the prior-year period
·Net income was $0.4 million, or $0.05 per diluted share, compared with $0.3 million, or $0.04 per diluted share
·Adjusted EBITDA was $0.8 million, compared with $0.7 million
·Net cash provided by operating activities was $3.8 million, compared with $739,000 used in the prior-year period
·Cash was $7.9 million as of August 31, 2026, compared with $4.5 million as of May 31, 2026, with no outstanding borrowings

 

First Quarter Operational Update

 

·On August 26, 2026, the Company announced XCOR II, the next-generation successor to its flagship AXIL wireless earbud line, with availability beginning September 15, 2026.
·Initial XCOR II orders exceeded $2.8 million as of August 26, 2026 and $3.6 million as of September 30, 2026. Shipments are underway in the second quarter of fiscal 2027.
·First-quarter results included advertising costs of approximately $360,000 and inventory staging related to XCOR II launch. That spend and those shipments did not benefit first-quarter revenue; the Company anticipates they will convert to revenue in the second quarter.
·The Company brought three strategic partners into Reviv3 ProCare Company (“Reviv3”) to lead the planned global relaunch of the Reviv3 hair and skin care brand. In exchange for services, the partners received an approximately 25% ownership interest in Reviv3 in the aggregate. AXIL retains approximately 75% of Reviv3’s ownership interest and continues to consolidate Reviv3 results. The shares were valued at $137,511, which was recorded as a non-cash expense in the first quarter of fiscal 2027.

 

   

 

 

·The Company received $0.9 million in IEEPA customs duty refunds, including interest, from U.S. Customs and Border Protection. Of this amount, $0.55 million related to duties on products already sold and was recognized as a reduction of cost of revenues, $0.32 million related to products still in inventory and was recorded as a reduction of inventory, and $0.04 million was interest included in other income. No IEEPA refund claims remain outstanding.

 

Management Commentary

 

“The principal development of the quarter was the launch of XCOR II,” said Jeff Toghraie, Chairman and Chief Executive Officer. “XCOR II was announced in August, became available on September 15, and generated orders exceeding $3.6 million through September 30 across retail, distribution, and direct-to-consumer, the strongest early demand we have seen for an AXIL product. First-quarter revenue does not yet reflect that launch. The quarter included the expected slowing of first generation XCOR, the advertising and inventory required to bring XCOR II to market, and a prior-year big-box order that did not repeat. Direct-to-consumer revenue in hearing enhancement and protection was down less than 1 percent. We expect that launch investment and those orders will be reflected in second quarter revenue and beyond.”

 

“Reported gross margin included a non-recurring customs duty refund. Underlying margin was 73.6 percent, in line with our history. Those refunds have been collected, and no claims remain outstanding. We ended the quarter with $7.9 million of cash and no debt, and by September 30, 2026, we had fulfilled the majority of the XCOR II order backlog. On Reviv3, we brought in experienced partners, retained control, and did so without deploying AXIL cash. We are optimistic about fiscal 2027 and focused on building long-term value for shareholders.”

 

Use of Non-GAAP Financial Measures

 

The Company calculates EBITDA by taking net income calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), and adjusting for income taxes, interest income or expense, and depreciation and amortization. The Company calculates adjusted EBITDA as EBITDA, further adjusted for stock-based compensation. Adjusted EBITDA is also presented as a percentage of revenue, which is calculated by dividing the non-GAAP Adjusted EBITDA for a period by revenue for the same period. Other companies may calculate EBITDA and adjusted EBITDA differently, limiting the usefulness of these measures for comparative purposes. The Company believes that these non-GAAP measures of financial results provide useful information regarding certain financial and business trends relating to the Company’s financial condition and results of operations, and management considers EBITDA and adjusted EBITDA important indicators in evaluating the Company’s business on a consistent basis across various periods for trend analyses. These non-GAAP financial measures exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements and are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Investors should not rely on any single financial measure to evaluate our business. A reconciliation of EBITDA and Adjusted EBITDA to the most comparable financial measure, net income, calculated in accordance with GAAP is included in a schedule to this press release.

 

   

 

  

AXIL BRANDS, INC. AND SUBSIDIARIES

 

CONSOLIDATED EBITDA and ADJUSTED EBITDA

 

FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025

 

(UNAUDITED)

 

   For the Three Months Ended 
   August 31,
2026
   August 31,
2025
 
Net income (GAAP)  $420,571   $334,294 
Provision for income taxes   99,590    115,058 
Interest income, net   (81,251)   (36,296)
Depreciation and amortization   65,538    62,087 
Total EBITDA (Non-GAAP)   504,448    475,143 
           
Adjustments:          
           
Stock-based compensation   322,393    199,212 
           
Total adjusted EBITDA (Non-GAAP)  $826,841   $674,355 
           
Revenues, net (GAAP)  $6,090,383   $6,856,218 
           
Adjusted EBITDA as a percentage of Revenues, net (Non-GAAP)   13.6%   9.8%

 

   

 

 

AXIL BRANDS, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

   August 31, 2026   May 31, 2026 
   (Unaudited)     
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents  $7,928,587   $4,462,040 
Accounts receivable, net   1,326,395    4,748,966 
Inventory, net   4,438,940    4,419,628 
Due from related party   78,822    — 
Prepaid expenses and other current assets   956,930    712,214 
           
Total Current Assets   14,729,674    14,342,848 
           
OTHER ASSETS:          
Property and equipment, net   418,684    389,733 
Intangible assets, net   460,470    389,747 
Right of use assets   310,828    360,512 
Deferred tax asset   491,119    301,460 
Other assets   20,720    20,720 
Goodwill   2,152,215    2,152,215 
           
Total Other Assets   3,854,036    3,614,387 
           
TOTAL ASSETS  $18,583,710   $17,957,235 
           
LIABILITIES AND EQUITY          
           
CURRENT LIABILITIES:          
Accounts payable  $2,440,224   $1,989,048 
Contract liabilities, current   297,724    389,333 
Due to related party   —    152,177 
Lease liabilities, current   191,297    195,563 
Income tax liability   958,744    688,150 
Other current liabilities   566,284    1,088,262 
           
Total Current Liabilities   4,454,273    4,502,533 
           
LONG TERM LIABILITIES:          
Lease liabilities   161,179    209,105 
Contract liabilities   81,077    101,380 
           
Total Long Term Liabilities   242,256    310,485 
           
Total Liabilities   4,696,529    4,813,018 
           
Commitments and contingencies          
           
EQUITY:          
Series A Preferred Stock, $0.0001 par value; 27,773,500 shares designated; 24,873,500 and 24,873,500 shares issued and outstanding as of August 31, 2026 and May 31, 2026, respectively   2,487    2,487 
Common stock, $0.0001 par value: 15,000,000 shares authorized; 6,822,681 and 6,822,681 shares issued and outstanding as of August 31, 2026 and May 31, 2026, respectively   682    682 
Additional paid-in capital   9,892,683    9,720,981 
Retained Earnings   3,841,659    3,420,067 
Total stockholders’ equity attributable to AXIL Brands, Inc.   13,737,511    13,144,217 
Noncontrolling interests   149,670    — 
Total Equity   13,887,181    13,144,217 
TOTAL LIABILITIES AND EQUITY  $18,583,710   $17,957,235 

 

   

 

  

AXIL BRANDS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025

 

(UNAUDITED)

 

   For the Three Months Ended August 31, 
     
   2026   2025 
         
Revenues, net  $6,090,383   $6,856,218 
           
Cost of revenues   1,058,654    2,221,284 
           
Gross profit   5,031,729    4,634,934 
           
OPERATING EXPENSES:          
Sales and marketing   2,837,371    2,759,757 
Compensation and related taxes   373,599    396,706 
Research and development   459,631    — 
General and administrative   924,101    1,066,733 
           
Total Operating Expenses   4,594,702    4,223,196 
           
INCOME FROM OPERATIONS   437,027    411,738 
           
OTHER INCOME (EXPENSE):          
Other income   1,883    1,318 
Interest income   81,251    37,579 
Interest expense and other finance charges   —    (1,283)
           
Other income, net   83,134    37,614 
           
INCOME BEFORE PROVISION FOR INCOME TAXES   520,161    449,352 
           
Provision for income taxes   99,590    115,058 
           
NET INCOME  $420,571   $334,294 
           
Less: Net loss of subsidiary attributable to noncontrolling interests   (1,021)   — 
           
Net income attributable to the stockholders of the Company  $421,592   $334,294 
           
NET INCOME PER COMMON SHARE:          
Basic  $0.06   $0.05 
Diluted  $0.05   $0.04 
           
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:          
Basic   6,805,199    6,638,785 
Diluted   8,252,165    8,243,025 

 

   

 

  

AXIL BRANDS, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025

 

(UNAUDITED)

 

   For the Three Months Ended 
   August 31, 
   2026   2025 
         
CASH FLOWS FROM OPERATING ACTIVITIES          
Net income  $420,571   $334,294 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:          
Depreciation and amortization   65,538    62,087 
Provision (Recovery) for credit losses   (32,014)   (158)
Stock-based compensation and stock option expense   322,393    199,212 
Deferred income taxes   (189,659)   (75,943)
Change in operating assets and liabilities:          
Accounts receivable   3,454,585    (1,774,648)
Inventory   (19,312)   (1,355,804)
Prepaid expenses and other current assets   (244,716)   12,290 
Accounts payable   451,176    1,525,180 
Other current liabilities   (353,891)   383,246 
Contract liabilities   (111,912)   (48,950)
           
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES   3,762,759    (739,194)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchases of intangibles   (109,880)   (86,130)
Purchases of property and equipment   (55,333)   (8,367)
           
NET CASH USED IN INVESTING ACTIVITIES   (165,213)   (94,497)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Repayment of note payable   —    (1,030)
Advances from a related party   56,453    1,207,693 
Repayments to a related party   (187,452)   (1,056,202)
           
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES   (130,999)   150,461 
           
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   3,466,547    (683,230)
           
CASH AND CASH EQUIVALENTS - Beginning of period   4,462,040    4,769,854 
           
CASH AND CASH EQUIVALENTS - End of period  $7,928,587   $4,086,624 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
Cash paid during the period for:          
Interest  $—   $1,134 
Income taxes  $18,656   $— 

 

   

 

  

AXIL Brands will host a conference call to discuss results and provide a corporate update for investors, including a Q&A session, starting at 5:00 PM ET today (October 6, 2026). To access the live event, dial 1-877-425-9470 (Domestic) or 1-201-389-0878 (International), or via webcast at https://viavid.webcasts.com/starthere.jsp?ei=1777813&tp_key=7330938b30. The call will be available via telephone replay for seven days following the call by dialing 1-844-512-2921 (Domestic) or 1-412-317-6671 (International) with access code 13762995. A webcast (audio stream) replay will also be available on demand at www.goaxil.com in the investor relations section.

 

Questions may be submitted in advance to [email protected]

 

About AXIL Brands

 

AXIL Brands (NYSE American: AXIL) is an emerging global consumer products company. The Company is a manufacturer and marketer of premium hearing enhancement and protection products, including ear plugs, earmuffs, and ear buds, under the AXIL® brand, premium hair and skincare products under its in-house Reviv3® brand - selling products in the United States, Canada, the European Union, and throughout Asia and provides marketing services to third-party brands.

 

To learn more, please visit the Company’s AXIL® website at www.axilbrands.com and its Reviv3® website at www.reviv3.com

 

Forward-Looking Statements

 

This press release contains a number of forward-looking statements within the meaning of the federal securities laws. The use of words such as “anticipate,” “believe,” “expect,” “continue,” “will,” “may,” “prepare,” “should,” and “focus,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently available information, and management’s beliefs, projections, and current expectations, and are subject to a number of significant risks and uncertainties, many of which are difficult to predict and beyond management’s control and may cause the Company’s results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things: (i) the Company’s ability to grow its net revenues and operations, including developing new and improved products, diversifying and expanding its distribution and retail channels, expanding the marketing services business, and growing internationally; (ii) the Company’s ability to perform in accordance with any guidance provided by management, which may differ from the Company’s actual operating results; (iii) the Company’s ability to generate sufficient revenue to support the Company’s operations and to raise additional funds or obtain other forms of financing as needed on acceptable terms, or at all; (iv) potential difficulties or delays the Company may experience in implementing its cost savings and efficiency initiatives; (v) the Company’s ability to compete effectively with other companies in its industries; (vi) the concentration of the Company’s customers, potentially increasing the negative impact to the Company by changing purchasing or selling patterns; (vii) changes in laws or regulations in the United States and/or in other major markets, such as China, in which the Company operates, including, without limitation, with respect to taxes, tariffs, trade policies or product safety, which may increase the Company’s product costs and other costs of doing business, and reduce the Company’s earnings; (viii) continued uncertainty with respect to U.S. trade policies and tariffs; (ix) the Company’s ability to engage in acquisitions, investments,  partnerships, strategic alliances or dispositions when desired; (x) the Company’s ability to successfully accelerate its supply chain transition strategy and achieve the intended benefits; (xi) the impact of unstable market and general economic conditions on the Company’s business, financial condition and stock price, including inflationary cost pressures, the possibility of an economic recession and other macroeconomic factors, geopolitical events, and uncertainty, increased tariffs and other trade restrictions and barriers, unemployment rates, decreased discretionary consumer spending, supply chain disruptions and constraints, labor shortages, ongoing economic disruption, the Ukraine-Russia conflict and conflicts in the Middle East, and other downturns in the business cycle or the economy; and (xii) the success of new product and branding initiatives, including the XCOR II launch, including the conversion of orders into revenue, which may be affected by order cancellations and returns, and the planned relaunch of the Reviv3 brand. There can be no assurance as to any of these matters, and potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. Other important factors that may cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s filings with the U.S. Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Except as required by law, the Company does not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

 

Investor Relations:

 

[email protected]