<SEC-DOCUMENT>0001520138-25-000108.txt : 20250402
<SEC-HEADER>0001520138-25-000108.hdr.sgml : 20250402
<ACCEPTANCE-DATETIME>20250402175825
ACCESSION NUMBER:		0001520138-25-000108
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250402
DATE AS OF CHANGE:		20250402

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Axil Brands, Inc.
		CENTRAL INDEX KEY:			0001718500
		STANDARD INDUSTRIAL CLASSIFICATION:	PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844]
		ORGANIZATION NAME:           	08 Industrial Applications and Services
		EIN:				474125218
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-93756
		FILM NUMBER:		25806543

	BUSINESS ADDRESS:	
		STREET 1:		9150 WILSHIRE BOULEVARD
		STREET 2:		UNIT 245
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212
		BUSINESS PHONE:		888-638-8883

	MAIL ADDRESS:	
		STREET 1:		9150 WILSHIRE BOULEVARD
		STREET 2:		UNIT 245
		CITY:			BEVERLY HILLS
		STATE:			CA
		ZIP:			90212

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Reviv3 Procare Co
		DATE OF NAME CHANGE:	20171003

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TOGHRAIE JEFF
		CENTRAL INDEX KEY:			0001063732
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	MAIL ADDRESS:	
		STREET 1:		C/O CUMETRIX DATA SYSTEMS CORP
		STREET 2:		957 LAWSON ST
		CITY:			INDUSTRY
		STATE:			CA
		ZIP:			91748
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <previousAccessionNumber>0001520138-22-000411</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: TOGHRAIE JEFF -->
          <cik>0001063732</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>7</amendmentNo>
      <securitiesClassTitle>Common Stock, $0.0001 par value per share</securitiesClassTitle>
      <dateOfEvent>04/02/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001718500</issuerCIK>
        <issuerCUSIP>76151R206</issuerCUSIP>
        <issuerName>Axil Brands, Inc.</issuerName>
        <address>
          <com:street1>9150 WILSHIRE BOULEVARD, STE 245</com:street1>
          <com:city>BEVERLY HILLS</com:city>
          <com:stateOrCountry>CA</com:stateOrCountry>
          <com:zipCode>90212</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Jeff Toghraie</personName>
          <personPhoneNum>888-638-8883</personPhoneNum>
          <personAddress>
            <com:street1>c/o AXIL Brands, Inc.</com:street1>
            <com:street2>9150 Wilshire Boulevard, Suite 245</com:street2>
            <com:city>Beverly Hills</com:city>
            <com:stateOrCountry>CA</com:stateOrCountry>
            <com:zipCode>90212</com:zipCode>
          </personAddress>
        </notificationInfo>
        <notificationInfo>
          <personName>Jurgita Ashley</personName>
          <personPhoneNum>216-566-5500</personPhoneNum>
          <personAddress>
            <com:street1>Thompson Hine LLP</com:street1>
            <com:street2>3900 Key Center, 127 Public Square</com:street2>
            <com:city>Cleveland</com:city>
            <com:stateOrCountry>OH</com:stateOrCountry>
            <com:zipCode>44114</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001063732</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>JEFF TOGHRAIE</reportingPersonName>
        <fundType>AF</fundType>
        <fundType>PF</fundType>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>2521700.00</sharedVotingPower>
        <soleDispositivePower>505000.00</soleDispositivePower>
        <sharedDispositivePower>2019538.00</sharedDispositivePower>
        <aggregateAmountOwned>3799538.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>47.9</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>Number of shares beneficially owned by Mr. Toghraie with shared voting power includes (i) 1,246,700 shares of Common Stock held directly by Intrepid, of which Mr. Toghraie is the managing director, and (ii) 1,275,000 shares of Common Stock held directly by Don Frank Nathaniel Vasquez. Intrepid and Mr. Vasquez are party to a Voting Agreement and Irrevocable Proxy, 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.

Number of shares beneficially owned by Mr. Toghraie with sole dispositive power includes 505,000 shares of Common Stock that may be acquired pursuant to the exercise of stock options previously granted to Mr. Toghraie.

Number of shares beneficially owned by Mr. Toghraie with shared dispositive power includes (i) 1,246,700 shares of Common Stock held directly by Intrepid and (ii) 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by Intrepid. 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 Exchange Act and the rules and regulations thereunder.</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonCIK>0001995186</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>INTREPID GLOBAL ADVISORS, INC.</reportingPersonName>
        <fundType>WC</fundType>
        <fundType>PF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>DE</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>2521700.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>2019538.00</sharedDispositivePower>
        <aggregateAmountOwned>3294538.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>44.4</percentOfClass>
        <typeOfReportingPerson>CO</typeOfReportingPerson>
        <commentContent>Number of shares beneficially owned by Intrepid with shared voting power includes (i) 1,246,700 shares of Common Stock held directly by Intrepid and (ii) 1,275,000 shares of Common Stock held directly by Don Frank Nathaniel Vasquez. Intrepid and Mr. Vasquez are party to a Voting Agreement and Irrevocable Proxy, 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.

Number of shares beneficially owned by Intrepid with shared dispositive power includes (i) 1,246,700 shares of Common Stock held directly by Intrepid and (ii) 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held by Intrepid. 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 Exchange Act and the rules and regulations thereunder.</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonNoCIK>Y</reportingPersonNoCIK>
        <reportingPersonName>DON FRANK NATHANIEL VASQUEZ</reportingPersonName>
        <fundType>PF</fundType>
        <fundType>OO</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>1251.00</soleVotingPower>
        <sharedVotingPower>1275000.00</sharedVotingPower>
        <soleDispositivePower>1276251.00</soleDispositivePower>
        <sharedDispositivePower>0.00</sharedDispositivePower>
        <aggregateAmountOwned>1276251.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>19.2</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>Intrepid and Mr. Vasquez are party to a Voting Agreement and Irrevocable Proxy, 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.</commentContent>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, $0.0001 par value per share</securityTitle>
        <issuerName>Axil Brands, Inc.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>9150 WILSHIRE BOULEVARD, STE 245</com:street1>
          <com:city>BEVERLY HILLS</com:city>
          <com:stateOrCountry>CA</com:stateOrCountry>
          <com:zipCode>90212</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 7 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 7") amends the Statement of Beneficial Ownership on Schedule 13D filed by Jeff Toghraie on September 9, 2022 (as amended by the Reporting Persons, the "Schedule 13D" or "Statement"). Capitalized terms used but not defined in this Amendment No. 7 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 7, the Schedule 13D remains unchanged.

This Amendment No. 7 is being filed to reflect the change in percentage of beneficial ownership held by the Reporting Persons as a result of a change in outstanding shares of Common Stock of the Company.</commentText>
      </item1>
      <item5>
        <percentageOfClassSecurities>Mr. Toghraie may be deemed to beneficially own, in the aggregate, 3,799,538 shares of Common Stock, which represents approximately 47.9% 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; 505,000 shares of Common Stock issuable upon the exercise of options held by Mr. Toghraie; and 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by Intrepid. Options held by Mr. Toghraie consist of the following: options to purchase 155,000 shares of Common Stock, which have an exercise price of $1.80 per share, were granted on May 10, 2022 and expire on April 20, 2032, and are fully vested as of the date of this Statement; and options to purchase 350,000 shares of Common Stock, which have an exercise price of $4.01 per share, were granted on October 14, 2024 and expire on October 14, 2034, and vest in 48 equal monthly installments, beginning on October 14, 2024, the date of grant, subject to continued employment through the vesting date. 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 44.4% 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 to beneficially own, in the aggregate, 1,276,251 shares of Common Stock, which represents approximately 19.2% of the Company's outstanding shares of Common Stock.

Each percentage ownership of Common Stock set forth in this Statement is based on 6,649,852 shares of Common Stock reported by the Company as outstanding as of March 28, 2025 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 2, 2025.</percentageOfClassSecurities>
        <numberOfShares>Mr. Toghraie has sole dispositive power over 505,000 shares of Common Stock. Mr. Toghraie and Intrepid share voting power over 2,521,700 shares of Common Stock and share dispositive power over 2,019,538 shares of Common Stock. Mr. Vasquez has sole voting power over 1,251 shares of Common Stock, shared voting power over 1,275,000 shares of Common Stock, and sole dispositive power over 1,276,251 shares of Common Stock.</numberOfShares>
      </item5>
      <item6>
        <contractDescription>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.</contractDescription>
      </item6>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>JEFF TOGHRAIE</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Jeff Toghraie</signature>
          <title>Jeff Toghraie</title>
          <date>04/02/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>INTREPID GLOBAL ADVISORS, INC.</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Jeff Toghraie</signature>
          <title>Jeff Toghraie, Managing Director</title>
          <date>04/02/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>DON FRANK NATHANIEL VASQUEZ</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Don Frank Nathaniel Vasquez</signature>
          <title>Don Frank Nathaniel Vasquez</title>
          <date>04/02/2025</date>
        </signatureDetails>
      </signaturePerson>
      <commentText>In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named on the signature page of this filing 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.</commentText>
    </signatureInfo>
  </formData>
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</SEC-DOCUMENT>
