Axil Brands Enters Material Definitive Agreement

TL;DR

Axil Brands signed a big deal on March 5th. Details to follow.

AI Summary

Axil Brands, Inc. announced on March 5, 2024, that it entered into a material definitive agreement. The company, formerly known as Reviv3 Procare Co, is incorporated in Delaware and headquartered in Alhambra, CA.

Why It Matters

This filing indicates a significant business development for Axil Brands, Inc., potentially impacting its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant change or risk for the company, but the specifics are not yet disclosed.

Key Players & Entities

• Axil Brands, Inc. (company) — Registrant
• March 5, 2024 (date) — Date of earliest event reported
• Reviv3 Procare Co (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• Alhambra, CA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share AXIL The NYSE American LL
• $1,246,489.50 — for the aggregate cash consideration of $1,246,489.50. Weston Harris, the manager of Teton 36

Filing Documents

• rviv20240305_8k.htm (8-K) — 24KB
• rviv20240305_8kex10z1.htm (EX-10.1) — 21KB
• rviv20240305_8kex10z2.htm (EX-10.2) — 22KB
• 0001520138-24-000102.txt ( ) — 247KB
• rviv-20240305.xsd (EX-101.SCH) — 3KB
• rviv-20240305_lab.xml (EX-101.LAB) — 33KB
• rviv-20240305_pre.xml (EX-101.PRE) — 22KB
• rviv20240305_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Effective as of March 5, 2024, AXIL Brands, Inc. (the "Company") entered into repurchase agreements (the "Repurchase Agreements") with the stockholders of the Company listed on the signature pages thereto (the "Stockholders") to purchase from the Stockholders in the aggregate 207,748,250 shares of Series A Preferred Stock of the Company (equivalent, in the aggregate, to approximately 10,387,413 shares of the Company's common stock on an as converted basis) for the aggregate cash consideration of $1,246,489.50. Weston Harris, the manager of Teton 360, LLC, is a consultant of the company. The Repurchase Agreements contain customary representations and warranties. The repurchase was approved by the Board of Directors of the Company. The Company funded the repurchase through cash on hand. Following the repurchase, 42,251,750 shares of Series A Preferred Stock of the Company will remain outstanding. The foregoing description of the Repurchase Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Repurchase Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. 10.1 Repurchase Agreement, dated March 5, 2024, by and between AXIL Brands, Inc. and Teton 360, LLC. 10.2 Repurchase Agreement, dated March 5, 2024, by and between AXIL Brands, Inc. and L Grant Foster TTEE - The Williams Family Irrevocable Trust. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AXIL BRANDS, INC. Date: March 11, 2024 By: /s/ Jeff Toghraie Name: Jeff Toghraie Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR