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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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Axil Brands, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Jeff Toghraie c/o AXIL Brands, Inc., 9150 Wilshire Boulevard, Suite 245 Beverly Hills, CA, 90212 (888) 638-8883 Jurgita Ashley Thompson Hine LLP, 3900 Key Center, 127 Public Square Cleveland, OH, 44114 (216) 566-5500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/17/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
JEFF TOGHRAIE | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,524,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
31.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
INTREPID GLOBAL ADVISORS, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,019,538.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
26.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Axil Brands, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
9150 WILSHIRE BOULEVARD, UNIT 245, BEVERLY HILLS,
CALIFORNIA
, 90212. | |
Item 1 Comment:
This Amendment No. 9 to Statement of Beneficial Ownership on Schedule 13D (this "Amendment No. 9") 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. 9 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 9, the Schedule 13D remains unchanged.
This Amendment No. 9 is being filed to reflect that, effective October 17, 2026, the Voting Agreement and Irrevocable Proxy, dated October 17, 2023, by and between Intrepid and Don Frank Nathaniel Vasquez expired in accordance with its terms. As a result, Intrepid no longer has the authority to vote or exercise voting rights with respect to the 1,275,000 shares of Common Stock held directly by Mr. Vasquez, and Mr. Vasquez is no longer a Reporting Person on the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Mr. Toghraie may be deemed to beneficially own, in the aggregate, 2,524,538 shares of Common Stock, which represents approximately 31.2% of the Company's outstanding shares of Common Stock, consisting of 1,246,700 shares of Common Stock held directly by Intrepid; 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 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 October 31, 2034, and vest in 48 equal monthly installments, beginning on October 31, 2024, 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, 2,019,538 shares of Common Stock, which represents approximately 26.6% of the Company's outstanding shares of Common Stock, consisting of 1,246,700 shares of Common Stock held directly by Intrepid and 772,838 shares of Common Stock that may be acquired upon the conversion of Preferred Stock held directly by Intrepid.
Each percentage ownership of Common Stock set forth in this Statement is based on 6,822,681 shares of Common Stock reported by the Company as outstanding as of October 2, 2026 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 6, 2026. | |
| (b) | Mr. Toghraie has sole dispositive power over 505,000 shares of Common Stock. Mr. Toghraie and Intrepid share voting power over 1,246,700 shares of Common Stock and share dispositive power over 2,019,538 shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Voting Agreement and Irrevocable Proxy, dated October 17, 2023, by and between Intrepid and Mr. Vasquez, pursuant to which Intrepid was authorized to vote and exercise all voting rights with respect to 1,275,000 shares of Common Stock held directly by Mr. Vasquez, expired in accordance with its terms on October 17, 2026. As a result, Intrepid and Mr. Toghraie no longer have voting power over such shares. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
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. |