Axil Brands to Elect Directors, Ratify Auditor at Dec. 17 Meeting

TL;DR

**AXIL's upcoming shareholder meeting is a routine governance check, but the seasoned director nominees could subtly signal a strategic pivot towards M&A or enhanced financial discipline.**

AI Summary

Axil Brands, Inc. (AXIL) is holding its Annual Meeting on December 17, 2025, to elect two Class II directors, Peter Dunne and Manu Ohri, whose terms will expire at the 2028 Annual Meeting. The company also seeks ratification of Salberg & Company, P.A. as its independent registered public accounting firm for the fiscal year ending May 31, 2026. Peter Dunne, 84, brings over 20 years of strategic planning experience, including high-profile M&A transactions like the acquisition of the Beverly Wilshire Hotel. Manu Ohri, 69, a Certified Public Accountant, offers over 30 years of experience in financial accounting, investor relations, and strategic planning, having previously served as CFO of GT Biopharma, Inc. and ToughBuilt Industries, Inc. The Board currently consists of five members, with Jeff Toghraie serving as CEO and Chairman, and Jeff Brown as CFO, COO, and Director. The company had 6,757,717 shares of common stock outstanding and entitled to vote as of the October 22, 2025 record date.

Why It Matters

This DEF 14A filing outlines key governance decisions for Axil Brands, Inc., directly impacting investor confidence through board composition and financial oversight. The election of Peter Dunne and Manu Ohri, both with extensive financial and strategic backgrounds, could signal a focus on M&A or improved financial rigor, potentially influencing AXIL's competitive standing against peers in the consumer and retail sectors. For employees and customers, a stable and experienced board, coupled with robust audit practices, suggests sound corporate management, which can foster long-term stability and growth. The ratification of Salberg & Company, P.A. ensures continuity in financial reporting integrity, a critical factor for market trust.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters: director elections and auditor ratification. There are no immediate red flags regarding financial distress, significant operational changes, or contentious shareholder proposals. The proposals are standard for an annual meeting, indicating a low risk of unexpected negative outcomes.

Analyst Insight

Investors should vote 'For' the director nominees, Peter Dunne and Manu Ohri, given their extensive experience in strategic planning and financial oversight. Ratifying Salberg & Company, P.A. is also advisable for audit continuity. This filing suggests stability, so investors should maintain their current positions while monitoring future operational and financial reports.

Financial Highlights

debt To Equity

N/A

revenue

$6,757,717

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• 6,757,717 — Shares of common stock outstanding (Entitled to vote as of October 22, 2025 record date)
• 84 — Age of Peter Dunne (As of the record date, bringing over 20 years of strategic planning experience)
• 69 — Age of Manu Ohri (As of the record date, bringing over 30 years of financial experience)
• 2028 — Year Class II director terms expire (If elected, Peter Dunne and Manu Ohri will serve until the 2028 Annual Meeting)
• 2025-12-17 — Date of Annual Meeting (Stockholders will vote on director elections and auditor ratification)
• 2025-10-22 — Record Date (Stockholders of record on this date are entitled to vote)
• 2026 — Fiscal year for auditor ratification (Salberg & Company, P.A. proposed for fiscal year ending May 31, 2026)
• 2 — Number of Class II directors nominated (Peter Dunne and Manu Ohri are nominated for election)

Key Players & Entities

• Axil Brands, Inc. (company) — Registrant
• Peter Dunne (person) — Class II Director Nominee
• Manu Ohri (person) — Class II Director Nominee
• Salberg & Company, P.A. (company) — Independent Registered Public Accounting Firm
• Jeff Toghraie (person) — Chief Executive Officer and Chairman of the Board
• Jeff Brown (person) — Chief Financial Officer, Chief Operating Officer and Director
• Nancy Hundt (person) — Class I Director
• SEC (regulator) — U.S. Securities and Exchange Commission
• GT Biopharma, Inc. (company) — Former employer of Manu Ohri
• ToughBuilt Industries, Inc. (company) — Former employer of Manu Ohri

FAQ

Industry Context

Axil Brands, Inc. operates within the apparel and retail sector. This industry is characterized by intense competition, evolving consumer preferences, and the need for strong brand management. Companies often rely on strategic acquisitions and effective marketing to maintain market share and drive growth.

Regulatory Implications

As a publicly traded company, Axil Brands, Inc. is subject to SEC regulations, including timely filing of proxy statements like this DEF 14A. Compliance with corporate governance rules and accurate disclosure of financial information are critical to maintaining investor confidence and avoiding regulatory penalties.

What Investors Should Do

1. Review director nominees' qualifications and experience.
2. Vote on the ratification of Salberg & Company, P.A.
3. Note the number of outstanding shares for voting power.

Key Dates

• 2025-12-17: Annual Meeting — Stockholders will vote on the election of directors and ratification of the independent auditor.
• 2025-10-22: Record Date — Establishes the list of shareholders entitled to vote at the Annual Meeting.
• 2028-12-17: Expiration of Class II Director Terms — If elected, Peter Dunne and Manu Ohri will serve until this date, indicating a three-year term.

Glossary

DEF 14A

A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies. It contains information that shareholders need to vote on matters at an annual or special meeting. (This document provides the details of the upcoming annual meeting, including director nominations and auditor ratification.)

Class II Directors

In a classified board structure, directors are divided into classes (typically three), with each class elected for a staggered three-year term. Class II directors are one of these groups. (The election of Peter Dunne and Manu Ohri as Class II directors will fill specific seats on the board with terms expiring in 2028.)

Independent Registered Public Accounting Firm

An accounting firm that is independent of the company it audits, both in fact and appearance, and is registered with the Public Company Accounting Oversight Board (PCAOB). (The ratification of Salberg & Company, P.A. ensures that the company's financial statements will be audited by an independent and qualified firm.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Shareholders who owned stock on October 22, 2025, are the ones who can vote at the December 17, 2025, Annual Meeting.)

Year-Over-Year Comparison

This filing is a DEF 14A, which is a proxy statement focused on upcoming shareholder votes rather than a comprehensive financial report like an 8-K or 10-K. Therefore, direct year-over-year comparisons of financial metrics such as revenue growth or margins are not available within this document. The primary focus is on corporate governance matters, director elections, and auditor ratification for the upcoming fiscal year.

Filing Documents

• axil-def14a.htm (DEF 14A) — 347KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 2KB
• image_003.jpg (GRAPHIC) — 412KB
• image_004.jpg (GRAPHIC) — 397KB
• 0001520138-25-000320.txt ( ) — 3077KB
• axil-20250531.xsd (EX-101.SCH) — 7KB
• axil-20250531_def.xml (EX-101.DEF) — 12KB
• axil-20250531_lab.xml (EX-101.LAB) — 63KB
• axil-20250531_pre.xml (EX-101.PRE) — 45KB
• axil-def14a_htm.xml (XML) — 192KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 16 Summary Compensation Table 16 Outstanding Equity Awards at Fiscal Year-End 17 Policies and Practices Related to the Grant of Certain Equity Awards 18 Clawback Policy 18 PAY VERSUS PERFORMANCE 19 EQUITY COMPENSATION PLAN INFORMATION 22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 23 Changes in Control 24 DELINQUENT SECTION 16(a) REPORTS 25 AUDIT COMMITTEE REPORT 26 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 27 OTHER INFORMATION 28 Annual Report 28 Stockholder Proposals for the 2026 Annual Meeting 28

Forward-Looking Statements

Forward-Looking Statements 28 Our Website 29 OTHER MATTERS 30 i AXIL BRANDS, INC. 9150 Wilshire Boulevard, Suite 245 Beverly Hills, California 90212 PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 2025 GENERAL INFORMATION These proxy materials are being furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of AXIL Brands, Inc., a Delaware corporation (the "Company," "we," "us" or "our"), for the Annual Meeting of Stockholders (the "Annual Meeting") to be held on December 17, 2025 at 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212, at 9:00 a.m. Pacific Time, and at any adjournments or postponements of the Annual Meeting. The proxy materials, including this proxy statement, Annual Report on Form 10-K for the year ended May 31, 2025 (the "2025 Annual Report"), and form of proxy card, or the Notice of Internet Availability of Proxy Materials (the "Notice"), will be mailed to stockholders on or about October 29, 2025. QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING Why did I receive in the mail a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? We are pleased to take advantage of the rules of the U.S. Securities and Exchange Commission (the "SEC") that allow us to furnish our proxy materials over the Internet, which helps the environment and reduces the costs associated with printing and distributing our proxy materials. Accordingly, we have sent to our beneficial owners and stockholders of record the Notice. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder's election to receive proxy materials by mail or electronically by email will remain in effect until the stockho

View Full Filing

View this DEF 14A filing on SEC EDGAR