Axil Brands Shifts Focus, Hearing Segment Drives 94% of Revenue

TL;DR

**AXIL is all-in on hearing tech, but watch out for vendor concentration and its ability to monetize its new marketing arm.**

AI Summary

Axil Brands, Inc. (AXIL) reported a strategic shift for the fiscal year ended May 31, 2025, with its hearing enhancement and protection segment dominating revenue at approximately 94%, while the hair and skin care segment contributed 6%. The company changed its name from Reviv3 Procare Company to AXIL Brands, Inc. on February 14, 2024, to better reflect its expanded operations. On May 5, 2025, AXIL incorporated Sharper Vision Marketing Inc., a wholly-owned subsidiary, to offer marketing services, aiming to convert a historical cost center into a revenue stream. The company's strategy focuses on expanding market share in existing channels and developing new ones, prioritizing e-commerce and strategic partnerships. AXIL holds three active patents and six registered trademarks in its hearing segment, and one registered trademark in its hair and skin care segment. Approximately 80% of consolidated net sales for the fiscal year ended May 31, 2025, were direct-to-consumer via Shopify and Amazon.

Why It Matters

Axil Brands' strategic pivot towards hearing enhancement and protection, now accounting for 94% of revenue, signals a clear direction for investors, moving away from its legacy hair care business. The creation of Sharper Vision Marketing Inc. on May 5, 2025, could unlock new service-based revenue streams and improve internal marketing efficiency, potentially boosting profitability. However, the heavy reliance on a few key vendors (one accounting for 67% of hearing segment purchases) and direct-to-consumer platforms like Shopify and Amazon (80% of sales) introduces concentration risks. Competitors like ISOtunes and Walker's in hearing protection, and Keranique in hair care, pose significant challenges with their diversified product lines and established resources.

Risk Assessment

Risk Level: high — Axil Brands faces high risk due to significant vendor concentration, with two vendors accounting for 90% of total purchases in the hearing segment (one at 67%, another at 23%) and one vendor accounting for 79% in the hair and skin care segment. The company also relies heavily on direct-to-consumer sales via Shopify and Amazon, which represented approximately 80% of consolidated net sales for the fiscal year ended May 31, 2025, exposing it to platform-specific risks.

Analyst Insight

Investors should closely monitor Axil Brands' ability to diversify its supplier base and expand its distribution channels beyond Shopify and Amazon. Evaluate the performance of Sharper Vision Marketing Inc. in generating third-party revenue, as this new subsidiary could be a key growth driver or a drain on resources.

Financial Highlights

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net Income

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Revenue Breakdown

Key Numbers

• $16,457,496 — Aggregate market value of common equity held by non-affiliates (as of November 29, 2024)
• 6,657,717 — Shares of Common Stock outstanding (as of August 18, 2025)
• 94% — Revenue contribution from hearing enhancement and protection segment (for fiscal year ended May 31, 2025)
• 6% — Revenue contribution from hair and skin care segment (for fiscal year ended May 31, 2025)
• 80% — Consolidated net sales direct-to-consumer (via Shopify and Amazon for fiscal year ended May 31, 2025)
• 90% — Total purchases from two vendors in hearing segment (for fiscal year 2025)
• 67% — Total purchases from one vendor in hearing segment (for fiscal year 2025)
• 79% — Total purchases from one vendor in hair and skin care segment (for fiscal year 2025)
• 3 — Active patents (in hearing enhancement and protection segment)
• 6 — Registered trademarks (in hearing enhancement and protection segment)

Key Players & Entities

• Axil Brands, Inc. (company) — registrant
• AXIL (company) — trading symbol
• Reviv3 Procare Company (company) — former company name
• Axil & Associated Brands Corp. (company) — acquired company
• Sharper Vision Marketing Inc. (company) — newly incorporated subsidiary
• Shopify (company) — direct-to-consumer sales platform
• Amazon (company) — direct-to-consumer sales platform
• ISOtunes (company) — hearing enhancement competitor
• Walker's (company) — hearing enhancement competitor
• Keranique (company) — hair and skin care competitor
• NYSE American LLC (regulator) — stock exchange

FAQ

Risk Factors

• Supplier Concentration in Hearing Segment [high — operational]: The hearing enhancement and protection segment relies heavily on a limited number of suppliers, with 90% of total purchases coming from two vendors and 67% from a single vendor in fiscal year 2025. This concentration poses a significant risk of supply chain disruption and potential price increases.
• Supplier Concentration in Hair and Skin Care Segment [high — operational]: The hair and skin care segment exhibits even higher supplier concentration, with 79% of total purchases from a single vendor in fiscal year 2025. This extreme reliance creates substantial vulnerability to supply chain issues and vendor-specific challenges.
• Dependence on E-commerce Channels [medium — market]: Approximately 80% of consolidated net sales for the fiscal year ended May 31, 2025, were generated through direct-to-consumer channels via Shopify and Amazon. This heavy reliance makes the company susceptible to changes in platform policies, algorithms, and increased competition within these online marketplaces.
• Intellectual Property Protection [medium — regulatory]: While AXIL holds three active patents and six registered trademarks in its hearing segment, and one trademark in its hair and skin care segment, the company faces risks related to the protection and enforcement of its intellectual property. Infringement by competitors could dilute brand value and impact market share.
• Brand and Name Change Impact [low — market]: The company changed its name from Reviv3 Procare Company to AXIL Brands, Inc. on February 14, 2024. While intended to reflect expanded operations, the success of this rebranding and its impact on market perception and customer recognition remain a factor.

Industry Context

The hearing enhancement and protection market is characterized by increasing consumer awareness of hearing health and the demand for advanced audio technology. AXIL competes in this space with its innovative products, leveraging e-commerce and strategic partnerships. The hair and skin care segment, while smaller for AXIL, is a mature market with established brands, requiring differentiation through product quality and marketing.

Regulatory Implications

AXIL's operations, particularly in the hearing enhancement sector, may be subject to regulations concerning product safety, efficacy, and marketing claims. The company's reliance on e-commerce platforms also means adherence to their specific terms of service and consumer protection laws applicable to online sales.

What Investors Should Do

1. Monitor supplier diversification efforts
2. Evaluate the success of the marketing services subsidiary
3. Assess e-commerce channel performance and risks
4. Track R&D and IP strategy in the hearing segment

Key Dates

• 2024-02-14: Company name change from Reviv3 Procare Company to AXIL Brands, Inc. — Reflects the company's expanded operations and strategic shift, particularly into the hearing enhancement and protection market.
• 2025-05-05: Incorporation of Sharper Vision Marketing Inc. — Establishes a wholly-owned subsidiary to offer marketing services, aiming to monetize internal expertise and a historical cost center.
• 2025-05-31: End of fiscal year — Reporting period for which revenue breakdown shows 94% from hearing enhancement and protection and 6% from hair and skin care.
• 2024-11-29: Aggregate market value of common equity held by non-affiliates — Reported at $16,457,496, indicating the market's valuation of the company's public float as of this date.
• 2025-08-18: Shares of Common Stock outstanding — Reported at 6,657,717, providing a key metric for per-share calculations and market capitalization.

Glossary

Fiscal Year

A period of 12 months used for accounting and financial reporting purposes, which does not necessarily coincide with the calendar year. (AXIL Brands, Inc. operates on a fiscal year ending May 31, which is crucial for understanding the timing of financial results and strategic initiatives.)

Direct-to-Consumer (DTC)

A sales strategy where a company sells its products directly to end customers, bypassing traditional intermediaries like retailers or wholesalers. (Approximately 80% of AXIL's net sales are DTC via Shopify and Amazon, highlighting a key sales channel and its associated benefits and risks.)

Cost Center

A department or function within an organization that incurs costs but does not directly generate revenue. (AXIL's incorporation of Sharper Vision Marketing Inc. aims to transform its internal marketing function from a cost center into a potential revenue-generating business.)

Subsidiary

A company that is owned or controlled by another company, known as the parent company. (Sharper Vision Marketing Inc. is a wholly-owned subsidiary of AXIL Brands, Inc., indicating a structure for specific business operations.)

Intellectual Property (IP)

Creations of the mind, such as inventions, literary and artistic works, designs, and symbols, used in commerce. (AXIL's patents and trademarks in its hearing segment are key assets that contribute to its competitive advantage and require protection.)

Year-Over-Year Comparison

The fiscal year ended May 31, 2025, shows a significant strategic shift for AXIL Brands, Inc., with the hearing enhancement and protection segment now dominating revenue at 94%, up from a less concentrated mix in prior periods. The company's name change and the establishment of a marketing services subsidiary indicate a focus on operational efficiency and new revenue streams. While specific year-over-year financial metrics like revenue growth and margin changes are not detailed here, the structural changes suggest a company actively reshaping its business model to capitalize on its core hearing technology.

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share AXIL The NYSE A
• $113.9billion — rket is projected to reach approximately$113.9billion in 2025 to $213.5 billion by 2032, refl
• $213.5 billion — h approximately$113.9billion in 2025 to $213.5 billion by 2032, reflecting continued demand dr
• $17.3billion — e hair care market is expected to reach $17.3billion in 2025 to $20.6 billion in 2030, accor
• $20.6 billion — pected to reach $17.3billion in 2025 to $20.6 billion in 2030, according to Mordor Intelligen

Filing Documents

• axil-20250531_10k.htm (10-K) — 1099KB
• axil-20250531_10kex4z1.htm (EX-4.1) — 24KB
• axil-20250531_10kex10z19.htm (EX-10.19) — 64KB
• axil-20250531_10kex10z20.htm (EX-10.20) — 64KB
• axil-20250531_10kex19z1.htm (EX-19.1) — 86KB
• axil-20250531_10kex21z1.htm (EX-21.1) — 3KB
• axil-20250531_10kex23z1.htm (EX-23.1) — 2KB
• axil-20250531_10kex31z1.htm (EX-31.1) — 17KB
• axil-20250531_10kex31z2.htm (EX-31.2) — 17KB
• axil-20250531_10kex32z1.htm (EX-32.1) — 8KB
• axil-20250531_10kex32z2.htm (EX-32.2) — 5KB
• image_01.jpg (GRAPHIC) — 18KB
• image_02.jpg (GRAPHIC) — 46KB
• 0001520138-25-000275.txt ( ) — 6463KB
• axil-20250531.xsd (EX-101.SCH) — 49KB
• axil-20250531_cal.xml (EX-101.CAL) — 61KB
• axil-20250531_def.xml (EX-101.DEF) — 155KB
• axil-20250531_lab.xml (EX-101.LAB) — 368KB
• axil-20250531_pre.xml (EX-101.PRE) — 315KB
• axil-20250531_10k_htm.xml (XML) — 859KB

BUSINESS

ITEM 1. BUSINESS. 1

RISK FACTORS

ITEM 1A. RISK FACTORS. 5

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS. 7

CYBERSECURITY

ITEM 1C. CYBERSECURITY. 7

PROPERTIES

ITEM 2. PROPERTIES. 8

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS. 8

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES. 8 PART II 9

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 9

[RESERVED]

ITEM 6. [RESERVED] 9

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 9

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 16

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 16

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 16

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES. 16

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION. 17

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 17 PART III 18

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 18

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION. 18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 25

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. 27

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. 28 PART IV 29

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. 29

FORM 10-K SUMMARY

ITEM 16. FORM 10-K SUMMARY 31

SIGNATURES

SIGNATURES 32 i Cautionary Note Regarding Forward-Looking Information This Annual Report on Form 10-K, in particular Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations," contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations, including expected growth; the economy in general or the future of the beauty and hair care industry and the hearing protection and ear bud business, all of which are subject to various risks and uncertainties. There are a number of factors that could cause our actual results to differ from those indicated in the forward-looking statements, many of which are outside of our control. They include: the impact of unstable market and general economic conditions on our business, financial condition and stock price, including inflationary cost pressures, increased tariffs and other trade restrictions and barriers, interest rate changes, decreased discretionary consumer spending, supply chain disruptions and constraints, labor shortages, ongoing economic disruption, the possibility of an economic recession and other macroeconomic factors, geopolitical events and uncertainty, including the effects of the Ukraine-Russia conflict, and conflict in the Middle East; and other downturns in the business cycle or

BUSINESS

ITEM 1. BUSINESS. General AXIL is engaged in the manufacturing, marketing, sale, and distribution of innovative hearing and audio enhancement and protection products, as well as professional-grade hair and skin care products under various trademarks and brands. Previously, on June 16, 2022, the Company acquired substantially all of the assets of Axil & Associated Brands Corp. ("A&A"), a leader in hearing and audio enhancement and protection, which marked our initial entry into the hearing technology market. On February 14, 2024, the Company changed its name from "Reviv3 Procare Company" to "AXIL Brands, Inc." to better reflect the breadth of our operations. On May 5, 2025, the Company incorporated a new wholly owned subsidiary, Sharper Vision Marketing Inc., which will offer marketing services, in an effort to capitalize on its internal marketing expertise and convert a historical cost center into a strategic advantage. The Company is not, and has never been, a shell company. AXIL operates on a fiscal year ending May 31. Our Segments Following the A&A acquisition, we conduct our business primarily through two operating segments: hearing enhancement and protection, and hair and skin care. See Note 13 to our Consolidated Financial Statements in this report for financial information for these segments. We concentrate on attracting new customers and retaining existing customers to increase our total revenue. For the fiscal year ended May 31, 2025, the hearing enhancement and protection segment and the hair and skin care segment accounted for approximately 94% and 6% of our revenue, respectively. Our newly incorporated subsidiary established on May 5, 2025, relating to marketing services, did not have any material activity for the year ended May 31, 2025. Our Strategy The Company's strategy centers on driving growth by expanding market share within existing channels and developing new ones through both online and traditional platforms. The Company's primary fo

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