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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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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, 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) |
01/10/2025 (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
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| CUSIP No. | 76151R206 |
| 1 |
Name of reporting person
Jeffrey B. Brown | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
475,143.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 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.
SCHEDULE 13D
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
100,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| 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, STE 245, BEVERLY HILLS,
CALIFORNIA
, 90212. | |
Item 1 Comment:
This Amendment No. 2 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 2") 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. 2 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 2, the Schedule 13D remains unchanged. | ||
| Item 4. | Purpose of Transaction | |
On January 10, 2025, BZ Capital elected to convert its 2,000,000 shares of Preferred Stock into 100,000 shares of Common Stock (in accordance with the Preferred Stock conversion ratio of twenty shares of Preferred Stock for one share of Common Stock) (the "Conversion"). Following the Conversion, BZ Capital no longer holds any shares of Preferred Stock.
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, 475,143 shares of Common Stock, which represents approximately 6.9% 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; and 100,000 shares of Common 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 14, 2024, the date of grant, subject to continued employment through the vesting date.
BZ Capital may be deemed to beneficially own 100,000 shares of Common Stock, which represents approximately 1.5% of the Company's outstanding shares of Common Stock.
Each percentage ownership of Common Stock set forth in this Statement is based on the sum of (i) 6,466,852 shares of Common Stock reported by the Company as outstanding as of January 3, 2025 in the its Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, filed with the Securities and Exchange Commission on January 8, 2025 and (ii) 100,000 shares of Common Stock that were issued upon the Conversion. | |
| (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 share voting and dispositive power over 100,000 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. | |
| 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.
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