Axil Brands Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 15:16

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Brown Jeffrey B.
2. Issuer Name and Ticker or Trading Symbol
Axil Brands, Inc. [AXIL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO, COO
(Last) (First) (Middle)
C/O AXIL BRANDS, INC., 9150 WILSHIRE BOULEVARD, STE 245 		3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
BEVERLY HILLS, CA 90212 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 15,143 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (3) 11/08/2024 P(4) 2,000,000 (3) (3) Common Stock 100,000(3) (3)(4) 2,000,000 I By BZ Capital Strategies(5)
Stock Option (right to buy) $1.8 (1) 04/20/2032 Common Stock 110,000 110,000 D
Stock Option (right to buy) $4.01 (2) 10/14/2034 Common Stock 250,000 250,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Brown Jeffrey B.
C/O AXIL BRANDS, INC.
9150 WILSHIRE BOULEVARD, STE 245
BEVERLY HILLS, CA 90212 		X CFO, COO

Signatures

/s/ Jeffrey B. Brown 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Fully exercisable.
(2) Options vest in 48 equal monthly installments, beginning on October 14, 2024, the date of grant, subject to continued employment through the vesting date.
(3) 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.
(4) 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.
(5) Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.