0001520138-24-000181.txt : 20240424 0001520138-24-000181.hdr.sgml : 20240424 20240424162908 ACCESSION NUMBER: 0001520138-24-000181 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240422 FILED AS OF DATE: 20240424 DATE AS OF CHANGE: 20240424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOGHRAIE JEFF CENTRAL INDEX KEY: 0001063732 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41958 FILM NUMBER: 24870968 MAIL ADDRESS: STREET 1: C/O CUMETRIX DATA SYSTEMS CORP STREET 2: 957 LAWSON ST CITY: INDUSTRY STATE: CA ZIP: 91748 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Intrepid Global Advisors, Inc. CENTRAL INDEX KEY: 0001995186 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41958 FILM NUMBER: 24870967 BUSINESS ADDRESS: STREET 1: 325 N. MAPLE DRIVE STREET 2: #5114 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310-340-0885 MAIL ADDRESS: STREET 1: 325 N. MAPLE DRIVE STREET 2: #5114 CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axil Brands, Inc. CENTRAL INDEX KEY: 0001718500 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 474125218 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 901 S. FREMONT AVE. STREET 2: UNIT 158 CITY: ALHAMBRA STATE: CA ZIP: 91803 BUSINESS PHONE: 888-638-8883 MAIL ADDRESS: STREET 1: 901 S. FREMONT AVE. STREET 2: UNIT 158 CITY: ALHAMBRA STATE: CA ZIP: 91803 FORMER COMPANY: FORMER CONFORMED NAME: Reviv3 Procare Co DATE OF NAME CHANGE: 20171003 4 1 ownership.xml X0508 4 2024-04-22 0 0001718500 Axil Brands, Inc. AXIL 0001063732 TOGHRAIE JEFF C/O AXIL BRANDS, INC. 901 FREMONT AVE., UNIT 158 ALHAMBRA CA 91803 1 1 1 0 Chairman, CEO 0001995186 Intrepid Global Advisors, Inc. 325 N. MAPLE DRIVE #5114 BEVERLY HILLS CA 90210 0 0 1 0 0 Common Stock 1246700 I By Intrepid Global Advisors Series A Preferred Stock 2024-04-22 4 P 0 3750000 A Common Stock 187500 7956750 I By Intrepid Global Advisors Series A Preferred Stock 2024-04-22 4 P 0 7500000 A Common Stock 375000 15456750 I By Intrepid Global Advisors Stock Option (right to buy) 1.80 2022-09-01 2032-04-20 Common Stock 155000 155000 D Jeff Toghraie is the managing director of Intrepid Global Advisors, Inc. Options vest as follows: 25% of the original grant amount vested on September 1, 2022 and the remainder vests in 24 equal monthly installments on the first day of each month, beginning October 1, 2022. 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. 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. /s/ Jeff Toghraie 2024-04-24 INTREPID GLOBAL ADVISORS, INC., /s/ Jeff Toghraie, Managing Director 2024-04-24