Jeff Toghraie Amends Axil Brands Ownership Filing

TL;DR

Toghraie just updated his Axil Brands stake filing. Watch this.

AI Summary

Jeff Toghraie, filing an amendment (Amendment No. 5) to Schedule 13D on August 16, 2024, for Axil Brands, Inc., reports 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

This filing signals a potential shift in control or significant stake in Axil Brands, Inc., which could impact the company's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often indicate significant changes in beneficial ownership, which can lead to increased volatility.

Key Players & Entities

• Jeff Toghraie (person) — Filer of Schedule 13D amendment
• Axil Brands, Inc. (company) — Subject company
• Reviv3 Procare Co (company) — Former company name
• Thompson Hine LLP (company) — Legal counsel for filer

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o
• $1.80 — aie's options have an exercise price of $1.80 per share, were granted on May 10, 2022

Filing Documents

• axil-20240816_sc13da.htm (SC 13D/A) — 78KB
• 0001520138-24-000276.txt ( ) — 80KB

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) Mr. Toghraie may be deemed to beneficially own, in the aggregate, 3,449,538 shares of Common Stock, which represents approximately 47.1% 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 voting rights; 155,000 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. Mr. Toghraie's options have an exercise price of $1.80 per share, were granted on May 10, 2022 and 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. The Preferred Stock is convertible into shares of Common Stock on a twenty-for-one basis, at the option of the holder; 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 Common Stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. Intrepid may be deemed to beneficially own, in the aggregate, 3,294,538 shares of Common Stock, which represents approximately 46.0% 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 voting rights. Mr. Vasquez may be deemed

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. 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. CUSIP No. 76151R206 13D Page 7 of 7 Pages

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: August 16, 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR