AXIL · Axil Brands, Inc. · Insider Trading
One customer — 28% of revenue (the three months ended August 31, 2025)
“During the three months ended August 31, 2025, there was one customer representing 28% of consolidated net sales.”
2 customers — 22% of receivables (As of May 31, 2026)
“As of May 31, 2026, gross accounts receivable from customers that accounted for more than 10% of consolidated gross accounts receivables were from two customers amounting to 22% consisting of 11% each.”
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-01-15 | Ohri Manu |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
Represents shares of restricted stock, which will vest on January 15, 2027 and were granted as non-employee director compensation. |
Common Stock
|
5,000 |
| 2026-01-15 | Penna Thomas |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
Represents shares of restricted stock, which will vest on January 15, 2027 and were granted as non-employee director compensation. |
Common Stock
|
5,000 |
| 2026-01-15 | HUNDT NANCY |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
Represents shares of restricted stock, which will vest on January 15, 2027 and were granted as non-employee director compensation. |
Common Stock
|
5,000 |
| 2025-11-03 | Brown Jeffrey B. |
Director, CFO, COO |
Other↓
Filing footnotes — Series A Preferred Stock (Indirect)
The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time; 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 Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date. On November 3, 2025, BZ Capital Strategies converted 900,000 shares of Preferred Stock into 45,000 shares of the Issuer's common stock. Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies. |
Series A Preferred Stock
(I)
|
900,000 |
| 2025-11-03 | Brown Jeffrey B. |
Director, CFO, COO |
Other↑
Filing footnotes — Common Stock (Indirect)
The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time; 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 Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date. On November 3, 2025, BZ Capital Strategies converted 900,000 shares of Preferred Stock into 45,000 shares of the Issuer's common stock. Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies. |
Common Stock
(I)
|
45,000 |
| 2025-10-28 | Brown Jeffrey B. |
Director, CFO, COO |
Buy↑
Filing footnotes — Series A Preferred Stock (Indirect)
The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time; 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 Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date. On October 28, 2025, BZ Capital Strategies purchased 1,200,000 shares of Preferred Stock (equivalent to 60,000 shares of the Issuer's common stock on an as-converted basis) for consideration of $12,000, pursuant to a purchase agreement entered into with the previous holder of such Preferred Stock. Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies. |
Series A Preferred Stock
(I)
|
1,200,000 |
| 2025-01-13 | HUNDT NANCY |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
Represents shares of restricted stock, which will vest on January 13, 2026 and were granted as non-employee director compensation. |
Common Stock
|
5,000 |
| 2025-01-13 | Dunne Peter Philip |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
Represents shares of restricted stock, which will vest on January 13, 2026 and were granted as non-employee director compensation. |
Common Stock
|
5,000 |
| 2025-01-13 | Ohri Manu |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
Represents shares of restricted stock, which will vest on January 13, 2026 and were granted as non-employee director compensation. |
Common Stock
|
5,000 |
| 2025-01-10 | Brown Jeffrey B. |
Director, CFO, COO |
Other↓
Filing footnotes — Series A Preferred Stock (Indirect)
BZ Capital Strategies converted all of the shares of Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), held by it into shares of the Issuer's common stock. The Preferred Stock is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time, and has no expiration date. Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies. |
Series A Preferred Stock
(I)
|
2,000,000 |
| 2025-01-10 | Brown Jeffrey B. |
Director, CFO, COO |
Other↑
Filing footnotes — Common Stock (Indirect)
BZ Capital Strategies converted all of the shares of Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), held by it into shares of the Issuer's common stock. The Preferred Stock is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time, and has no expiration date. Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies. |
Common Stock
(I)
|
100,000 |
| 2024-11-08 | Brown Jeffrey B. |
Director, CFO, COO |
Buy↑
Filing footnotes — Series A Preferred Stock (Indirect)
The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time; 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 Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date. On November 8, 2024, BZ Capital Strategies purchased 2,000,000 shares of Preferred Stock (equivalent to 100,000 shares of the Issuer's common stock on an as-converted basis) for consideration of $20,000, pursuant to a purchase agreement entered into with the previous holder of such Preferred Stock. Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies. |
Series A Preferred Stock
(I)
|
2,000,000 |
| 2024-10-14 | Brown Jeffrey B. |
Director, CFO, COO |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
Options vest in 48 equal monthly installments, beginning on October 14, 2024, the date of grant, subject to continued employment through the vesting date. |
Stock Option (right to buy)
|
250,000 |
| 2024-10-14 | TOGHRAIE JEFF |
Director, Chairman, CEO, 10% Owner |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
Options vest in 48 equal monthly installments, beginning on October 14, 2024, the date of grant, subject to continued employment through the vesting date. |
Stock Option (right to buy)
|
350,000 |
| 2024-04-22 | TOGHRAIE JEFF |
Director, Chairman, CEO, 10% Owner |
Buy↑
Filing footnotes — Series A Preferred Stock (Indirect)
The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time after the second anniversary of the date that the Issuer first issued shares of Preferred Stock, or June 16, 2022; 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 Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date. On April 22, 2024, Intrepid Global Advisors, Inc. purchased 3,750,000 shares of Preferred Stock (equivalent to 187,500 shares of the Issuer's common stock on an as-converted basis) for cash consideration of $22,500, pursuant to a repurchase agreement entered into with the previous holder of such Preferred Stock. Jeff Toghraie is the managing director of Intrepid Global Advisors, Inc. |
Series A Preferred Stock
(I)
|
3,750,000 |
| 2024-04-22 | TOGHRAIE JEFF |
Director, Chairman, CEO, 10% Owner |
Buy↑
Filing footnotes — Series A Preferred Stock (Indirect)
The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time after the second anniversary of the date that the Issuer first issued shares of Preferred Stock, or June 16, 2022; 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 Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date. Also on April 22, 2024, Intrepid Global Advisors, Inc. purchased an additional 7,500,000 shares of Preferred Stock (equivalent to 375,000 shares of the Issuer's common stock on an as-converted basis) for cash consideration of $45,000, pursuant to a repurchase agreement entered into with the previous holder of such Preferred Stock. Jeff Toghraie is the managing director of Intrepid Global Advisors, Inc. |
Series A Preferred Stock
(I)
|
7,500,000 |
| 2024-03-19 | TOGHRAIE JEFF |
Director, Chairman, CEO, 10% Owner |
Buy↑
Filing footnotes — Series A Preferred Stock (Indirect)
The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time after the second anniversary of the date that the Issuer first issued shares of Preferred Stock, or June 16, 2022; 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 Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date. On March 19, 2024, Intrepid Global Advisors, Inc. purchased 4,206,750 shares of Preferred Stock (equivalent to approximately 210,338 shares of the Issuer's common stock on an as-converted basis) for cash consideration of $25,240.50, pursuant to a repurchase agreement entered into with the previous holder of such Preferred Stock. Jeff Toghraie is the managing director of Intrepid Global Advisors, Inc. |
Series A Preferred Stock
(I)
|
4,206,750 |
| 2024-02-14 | Ohri Manu |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
This restricted stock award was granted under the Reviv3 Procare Company 2022 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and vests on February 14, 2025, except as otherwise provided in the award notice. |
Common Stock
|
5,000 |
| 2024-02-14 | Dunne Peter Philip |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
This restricted stock award was granted under the Reviv3 Procare Company 2022 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and vests on February 14, 2025, except as otherwise provided in the award notice. |
Common Stock
|
5,000 |
| 2024-02-14 | HUNDT NANCY |
Director |
Award↑
Filing footnotes — Common Stock (Direct)
This restricted stock award was granted under the Reviv3 Procare Company 2022 Equity Incentive Plan in a transaction exempt under Rule 16b-3 and vests on February 14, 2025, except as otherwise provided in the award notice. Effective January 16, 2024, the issuer effected a one-for-twenty reverse stock split of its common stock (the "Reverse Stock Split"). The amount of securities reported on this Form 4 have been adjusted to reflect the Reverse Stock Split. |
Common Stock
|
5,000 |
| 2023-10-18 | HUNDT NANCY |
Director |
Sell↓
Filing footnotes — Common Stock (Direct)
On October 18, 2023, the Reporting Person sold 2,100,000 shares of the issuer's common stock, par value $0.0001 per share, to Intrepid Global Advisors, Inc. pursuant to a Stock Purchase Agreement. |
Common Stock
|
2,100,000 |
| 2023-10-18 | TOGHRAIE JEFF |
Director, Chairman, CEO, 10% Owner |
Buy↑
Filing footnotes — Common Stock (Indirect)
On October 18, 2023, Intrepid Global Advisors, Inc. ("Intrepid") purchased 2,100,000 shares of the issuer's common stock, par value $0.0001 per share, pursuant to a Stock Purchase Agreement. Jeff Toghraie is a managing director of Intrepid. |
Common Stock
(I)
|
2,100,000 |
| 2023-04-10 | TOGHRAIE JEFF |
Director, Chairman, CEO, 10% Owner |
Other↑
Filing footnotes — Common Stock (Indirect)
Axil & Associated Brands Corp. ("Axil") engaged in a distribution, pursuant to which Intrepid Global Advisors, Inc., a stockholder of Axil, received 15,000,000 shares of the Company's common stock, for no consideration. These securities are owned by Intrepid Global Advisors, Inc. of which the reporting person is a managing director. |
Common Stock
(I)
|
15,000,000 |
| 2023-02-10 | Brown Jeffrey B. |
Director, CFO, COO |
Sell↓
|
Common Stock
|
2,500 |
| 2023-02-08 | Brown Jeffrey B. |
Director, CFO, COO |
Sell↓
|
Common Stock
|
2,555 |
| 2023-02-08 | Brown Jeffrey B. |
Director, CFO, COO |
Sell↓
|
Common Stock
|
100 |
| 2023-01-30 | Brown Jeffrey B. |
Director, CFO, COO |
Sell↓
|
Common Stock
|
1,000 |
| 2022-11-01 | Jain Meenu |
Chief Financial Officer |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
Options vest as follows: 25% of the original grant amount vests on January 30, 2023 and the remainder vests in 33 equal monthly installments on the first day of each month, beginning February 1, 2023. |
Stock Option (right to buy)
|
300,000 |
| 2022-05-10 | TOGHRAIE JEFF |
Director, Chairman, CEO, 10% Owner |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
Options vest as follows: 25% of the original grant amount vests on September 1, 2022 and the remainder vests in 24 equal monthly installments on the first day of each month, beginning October 1, 2022. |
Stock Option (right to buy)
|
3,100,000 |
| 2022-05-10 | Brown Jeffrey B. |
Director, CFO, COO |
Award↑
Filing footnotes — Stock Option (right to buy) (Direct)
Options vest as follows: 25% of the original grant amount vests on September 1, 2022 and the remainder vests in 24 equal monthly installments on the first day of each month, beginning October 1, 2022. |
Stock Option (right to buy)
|
2,200,000 |