Jeff Toghraie Amends Axil Brands Ownership Filing

TL;DR

Jeff Toghraie updated his stake in Axil Brands, Inc. on 4/24/24. Watch this space.

AI Summary

Jeff Toghraie, filing an amendment (Amendment No. 4) to Schedule 13D on April 24, 2024, for Axil Brands, Inc., reported a change in beneficial ownership. The filing indicates a shift in control or significant stake, though specific new ownership percentages or dollar amounts are not detailed in this excerpt.

Why It Matters

Changes in beneficial ownership filings like this can signal shifts in control or significant investor activity, potentially impacting the stock price of Axil Brands, Inc.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in an investor's holdings or intentions, which can introduce volatility.

Key Numbers

• 20240424 — Filing Date (Date of the Schedule 13D/A amendment)

Key Players & Entities

• Jeff Toghraie (person) — Filing party reporting beneficial ownership change
• Axil Brands, Inc. (company) — Subject company of the filing
• Thompson Hine LLP (company) — Legal counsel for the filing party

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $67,500 — rchase Agreement (as defined below) was $67,500. The source of funds for such purchase
• $1.80 — of Common Stock at an exercise price of $1.80 per share, which were granted on May 10

Filing Documents

• rviv-20240424_sc13d.htm (SC 13D/A) — 80KB
• rviv-20240424_sc13dex99z1.htm (EX-99) — 19KB
• rviv-20240424_sc13dex99z2.htm (EX-99) — 19KB
• 0001520138-24-000183.txt ( ) — 120KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

is hereby amended and supplemented by

Item 3 is hereby amended and supplemented by adding the following: The aggregate amount paid by Intrepid to acquire the shares of Preferred Stock (as defined below) pursuant to the Purchase Agreement (as defined below) was $67,500. The source of funds for such purchase was Intrepid’s working capital.

Purpose of Transaction

Item 4. Purpose of Transaction. On April 22, 2024, Intrepid entered into repurchase agreements (the “Purchase Agreements”) with two holders of the Company’s Series A Preferred Stock, $0.0001 par value per share (the “Preferred Stock”), pursuant which Intrepid purchased an aggregate of 11,250,000 shares of Preferred Stock (equivalent to 562,500 shares of Common Stock on an as-converted basis) for cash consideration of $67,500 from such stockholders. The Purchase Agreements contain customary representations and warranties. The Reporting Persons acquired the shares of Common Stock reported in this Statement for investment purposes. The Reporting Persons may in the future acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock held by the Reporting Persons in open-market transactions or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. The Reporting Persons may engage in short selling or hedging or similar transactions with respect to the shares of Common Stock, on such terms and at such times as the Reporting Persons may deem advisable, subject to applicable law. None of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein or as may be proposed by Mr. Toghraie in his capacity as an officer or director of the Company or by the Board of Directors with his participation. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. -5-

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons beneficially own in the aggregate 3,436,258 shares of Common Stock, which represents approximately 50.6% of the Company’s outstanding shares of Common Stock. Mr. Toghraie may be deemed to beneficially own, in the aggregate, 3,435,007 shares of Common Stock, which represents approximately 50.6% of the Company’s outstanding shares of Common Stock, consisting of 1,246,700 shares of Common Stock held directly by Intrepid; 1,275,000 shares of Common Stock held directly by Mr. Vasquez over which Intrepid has beneficial ownership; 140,469 shares of Common Stock issuable upon the exercise of options held by Mr. Toghraie that are exercisable within 60 days of the filing of this Statement; and 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by Intrepid. In the aggregate, Mr. Toghraie holds options to purchase 155,000 shares of Common Stock at an exercise price of $1.80 per share, which were granted on May 10, 2022, expire on April 20, 2032, and vest as follows: 25% of the original grant amount vested September 1, 2022 and the remainder vests in 24 equal monthly installments on the first day of each month, beginning October 1, 2022. Intrepid may be deemed to beneficially own, in the aggregate, 3,294,538 shares of Common Stock, which represents approximately 49.5% of the Company's outstanding shares of Common Stock, consisting of 1,246,700 shares of Common Stock held directly by Intrepid; 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by Intrepid; and 1,275,000 shares of Common Stock held directly by Mr. Vasquez over which Intrepid has beneficial ownership. Mr. Vasquez may be deemed to beneficially own, in the aggregate, 1,276,251 shares of Common Stock, which represents approximately 21.7% of the Company’s outstanding shares of Common Stock. The Preferred Stock is conve

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Information set forth in Item 4 above is hereby incorporated herein by reference. In connection with the June 2022 acquisition of certain assets of Axil & Associated Brands Corp. (“A&A”), the Company, Intrepid, and A&A entered into a voting agreement, effective as of June 16, 2022 and amended effective November 7, 2022, pursuant to which, among other things: (i) the Company agreed not to issue new capital stock of the Company for two years following the closing of the asset purchase agreement without the approval of both A&A and Intrepid, subject to certain exceptions; and (ii) A&A irrevocably appointed the Chief Executive Officer and Secretary of the Company as proxies of A&A, to vote with respect to all shares of capital stock beneficially owned by A&A for the two years following the closing of the asset purchase agreement. Intrepid and Mr. Vasquez are party to a Voting Agreement and Irrevocable Proxy, dated October 17, 2023, pursuant to which Intrepid is authorized to vote and exercise all voting rights with respect to 1,275,000 shares of Common Stock held directly by Mr. Vasquez. The terms of the Voting Agreement and Irrevocable Proxy will expire on the earlier of: (i) October 17, 2026, (ii) such date and time designated by Intrepid in a written notice to Mr. Vasquez or (iii) the written agreement of Intrepid and Mr. Vasquez to terminate such agreement. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement, which agreement is set forth on the signature page to this Statement.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 99.1 Repurchase Agreement, dated April 22, 2024, by and between Intrepid Global Advisors, Inc., and David Pyne TTEE - D&B Trust. Exhibit 99.2 Repurchase Agreement, dated April 22, 2024, by and between Intrepid Global Advisors, Inc., and Garrett A Williams TTEE - GMW Trust. -7-

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company. Dated: April 24, 2024 JEFF TOGHRAIE By: /s/ Jeff Toghraie Jeff Toghraie INTREPID GLOBAL ADVISORS, INC. By: /s/ Jeff Toghraie Jeff Toghraie Managing Director DON FRANK NATHANIEL VASQUEZ By: /s/ Don Frank Nathaniel Vasquez Don Frank Nathaniel Vasquez -8-

View Full Filing

View this SC 13D/A filing on SEC EDGAR