Filing Analysis
Axil Brands, Inc. filed an 8-K to furnish its consolidated financial results for the fourth quarter and fiscal year ended May 31, 2026. The filing serves as a formal announcement of the company's periodic financial performance via a press release.
📋 Key Facts
- Reporting period: Fourth quarter and fiscal year ended May 31, 2026.
- Filing date: August 18, 2026.
- The company issued a press release (Exhibit 99.1) containing the financial results.
- The information provided under Item 2.02 is furnished but not considered 'filed' for purposes of Section 18 liability.
Axil Brands, Inc. announced its consolidated financial results for the fiscal quarter ended February 28, 2026, via a press release on April 8, 2026.
📋 Key Facts
- The company reported financial results for the three months ended February 28, 2026.
- The press release was issued and furnished as Exhibit 99.1 on April 8, 2026.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- Axil Brands, Inc. is listed on the NYSE American LLC under the ticker symbol AXIL.
Axil Brands, Inc. announced a change in its Board of Directors effective January 15, 2026. Director Peter Dunne resigned from the Board and its committees, and Thomas Penna was appointed to fill the vacancy.
🚩 Red Flags
- None identified; resignation was stated to be non-dispute related.
📋 Key Facts
- Peter Dunne resigned from the Board and all committees effective January 15, 2026.
- The Company stated Dunne's resignation is not due to any disagreement regarding operations, policies, or practices.
- Thomas Penna appointed as a Class II director, effective immediately.
- Mr. Penna will serve on the Audit Committee and Compensation Committee, and will chair the Nominating and Corporate Governance Committee.
- Mr. Penna brings 35+ years of experience in professional hair care and salon industries, formerly CEO of Penko Beauty LLC.
Axil Brands, Inc. filed an 8-K to furnish its consolidated financial results for the three months ended November 30, 2025.
📋 Key Facts
- The filing was made on January 8, 2026.
- The report covers the quarterly period ending November 30, 2025.
- Financial results were released via a press release (Exhibit 99.1).
Axil Brands, Inc. held its 2025 Annual Meeting of Stockholders on December 17, 2025. The meeting resulted in the election of two Class II directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting held on December 17, 2025.
- Peter Dunne was elected to the Board as a Class II director (3,630,883 votes 'For').
- Manu Ohri was elected to the Board as a Class II director (3,640,321 votes 'For').
- Salberg & Company, P.A. was ratified as the independent registered public accounting firm for fiscal year ending May 31, 2026.
- Ratification of auditor received significant support with 4,651,857 votes 'For'.
Axil Brands, Inc. filed an 8-K to furnish its consolidated financial results for the three months ended August 31, 2025. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting period: Three months ended August 31, 2025.
- Filing date: October 7, 2025.
- The company issued a press release (Exhibit 99.1) containing the financial results.
Axil Brands, Inc. filed an 8-K to furnish its consolidated financial results for the fiscal year ended May 31, 2025.
📋 Key Facts
- The filing is a standard announcement of annual financial results under Item 2.02.
- Reporting period: Fiscal year ended May 31, 2025.
- Filing date: August 21, 2025.
- The company issued a press release (Exhibit 99.1) containing the results.
Axil Brands, Inc. has filed a Certificate of Amendment to significantly decrease its authorized share count for both common and preferred stock. This move follows a majority shareholder vote via written consent as previously disclosed in April 2025.
🚩 Red Flags
- Massive reduction in authorized shares often precedes or accompanies a reverse stock split to boost share price and maintain exchange listing compliance.
- Significant restructuring of capital structure via written consent rather than a formal meeting can indicate urgent corporate maneuvering.
📋 Key Facts
- Decreased authorized common stock from 450,000,000 shares to 15,000,000 shares.
- Decreased authorized preferred stock from 300,000,000 shares to 28,000,000 shares.
- Series A Preferred Stock designation decreased from 250,000,000 shares to 27,773,500 shares.
- The amendment was approved by a majority of outstanding stock via written consent (Section 228 of Delaware General Corporation Law).
- Effective date: May 19, 2025.
Axil Brands, Inc. filed an 8-K to announce the release of its consolidated financial results for the three months ended February 28, 2025.
📋 Key Facts
- The filing is a standard announcement of quarterly earnings (Item 2.02).
- Reporting period: Three months ended February 28, 2025.
- Report date: April 8, 2025.
Axil Brands, Inc. issued a press release regarding updates to its strategic and operational plans, specifically mentioning potential divestiture of certain business segments.
🚩 Red Flags
- Potential divestiture of core business segments (hair and skin care) can indicate a shift in corporate strategy or a need to raise cash.
📋 Key Facts
- Company issued a press release on March 21, 2025, providing an update on strategic and operational plans.
- The company is considering the potential divestiture of its hair and skin care business.
- Management is focusing on offline expansion and shifts in revenue mix/market share.
Axil Brands, Inc. filed an 8-K to furnish its consolidated financial results for the three months ended November 30, 2024. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Reporting period: Three months ended November 30, 2024.
- Filing date: January 8, 2025.
- The financial results were released via an earnings press release (Exhibit 99.1).
- The information provided under Item 2.02 is furnished but not 'filed' for purposes of Section 18 liability.
Axil Brands, Inc. reported the results of its 2024 Annual Meeting of Stockholders held on December 18, 2024. Key outcomes included the election of two directors and the ratification of the company's independent auditor.
📋 Key Facts
- Jeff Toghraie and Jeff Brown were elected to serve as Class III directors with terms expiring in 2027.
- Salberg & Company, P.A. was ratified as the independent registered public accounting firm for the fiscal year ending May 31, 2025.
- Stockholders approved the Amended and Restated 2022 Equity Incentive Plan, which increases the share reserve by 800,000 shares.
- Stockholders approved a 'three year' frequency for future advisory votes on executive compensation.
Axil Brands, Inc. filed an 8-K to make an investor presentation available for upcoming meetings. The filing is a routine disclosure under Regulation FD.
📋 Key Facts
- The company made an investor presentation available on December 12, 2024 (Exhibit 99.1).
- The presentation is intended for use in upcoming meetings with investors.
- Information provided under Item 7.01 is furnished but not considered 'filed' for purposes of Section 18 liability.
Axil Brands, Inc. announced that its Board of Directors has approved a change of the company's corporate headquarters and principal executive offices to Beverly Hills, California, effective November 1, 2024.
📋 Key Facts
- Relocation from Alhambra, CA to Beverly Hills, CA.
- New address: 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212.
- Effective date of relocation: November 1, 2024.
Axil Brands, Inc. filed an 8-K to furnish its consolidated financial results for the three months ended August 31, 2024 via a press release.
📋 Key Facts
- The filing is a standard earnings announcement (Item 2.02).
- Financial results cover the period ending August 31, 2024.
- Earnings press release is attached as Exhibit 99.1.
Axil Brands, Inc. filed an 8-K to furnish its consolidated financial results for the three and twelve months ended May 31, 2024 via a press release.
📋 Key Facts
- Reporting period: Three and twelve months ended May 31, 2024.
- Filing date: August 15, 2024.
- The filing includes an earnings press release as Exhibit 99.1.
Axil Brands, Inc. announced that CFO Monica Diaz Brickell has entered into a separation agreement following her departure on April 30, 2024. The company has engaged the former CFO as a consultant through October 31, 2024 to provide transition services.
🚩 Red Flags
- Sudden departure of a CFO (effective April 30) followed by a formal separation agreement and transition period can sometimes indicate internal friction or financial reporting transitions.
- Issuance of 30,000 shares of restricted common stock as compensation for consulting services.
📋 Key Facts
- Monica Diaz Brickell departed from her role as Chief Financial Officer effective April 30, 2024.
- A Separation Agreement and Release was entered into on May 28, 2024.
- Ms. Diaz Brickell will serve as a consultant to provide transition services until October 31, 2024.
- As compensation for consulting services, Ms. Diaz Brickell was granted 30,000 shares of restricted common stock which vested immediately upon grant.
Axil Brands, Inc. filed an 8-K to furnish a video script intended for stockholders providing updates on the company's business and operations.
📋 Key Facts
- The filing is pursuant to Item 7.01 (Regulation FD Disclosure).
- The company released a video for stockholders on May 7, 2024.
- The content of the video is provided as Exhibit 99.1 via a prepared script.
Axil Brands, Inc. announced a leadership transition where Jeff Brown will assume the roles of CFO and COO effective May 1, 2024, following the departure of Monica Diaz Brickell as CFO on April 30, 2024.
🚩 Red Flags
- Sudden departure of the Chief Financial Officer (Monica Diaz Brickell) without specified cause in the filing.
📋 Key Facts
- Jeff Brown appointed as Chief Financial Officer (CFO) and Chief Operating Officer (COO), effective May 1, 2024.
- Jeff Brown will also serve as principal financial officer and principal accounting officer.
- Monica Diaz Brickell departed the company from her position as CFO effective April 30, 2024.
- No changes to Jeff Brown's compensation arrangements were reported due to this appointment.
Axil Brands, Inc. filed an 8-K to furnish its consolidated financial results for the three and nine months ended February 29, 2024 via a press release.
📋 Key Facts
- Report date: April 10, 2024
- Reporting period: Three and nine months ended February 29, 2024
- The filing is an announcement of earnings results (Item 2.02)
- Financial statements are furnished via Exhibit 99.1
Axil Brands, Inc. entered into repurchase agreements to buy back 207,748,250 shares of Series A Preferred Stock from stockholders for a total cash consideration of $1,246,489.50. The transaction involves Teton 360, LLC, whose manager is a consultant to the company.
🚩 Red Flags
- Related-party transaction: Teton 360, LLC is a party to the agreement and its manager is a consultant of the company.
- Significant dilution reduction/restructuring: The repurchase involves a massive volume of preferred stock (over 207 million shares), which may indicate an attempt to clean up the capital structure or reduce potential conversion overhang.
📋 Key Facts
- Effective date: March 5, 2024.
- Total shares repurchased: 207,748,250 shares of Series A Preferred Stock.
- Common stock equivalent: Approximately 10,387,413 shares on an as-converted basis.
- Total cash consideration: $1,246,489.50 funded via cash on hand.
- Remaining outstanding Series A Preferred Stock: 42,251,750 shares.
Axil Brands, Inc. has amended its 2022 Equity Incentive Plan to increase the number of authorized shares available for issuance by 15 million shares.
🚩 Red Flags
- Potential future dilution for existing shareholders due to the significant increase in share pool available for equity incentives.
📋 Key Facts
- Effective date of amendment: February 14, 2024.
- Increase in authorized shares under the Plan: 15,000,000 shares.
- New aggregate total of available shares under the Plan: 25,000,000 shares.
- The amendment was previously authorized by the Board and shareholders via a Schedule 14C filed on December 4, 2023.
Reviv3 Procare Company is undergoing a corporate rebranding and structural reorganization in preparation for its expected listing on the NYSE American. The company will change its name to AXIL Brands, Inc. and implement a classified board structure.
🚩 Red Flags
- Implementation of a classified board can be viewed as an anti-takeover measure (poison pill mechanism), potentially reducing shareholder influence.
📋 Key Facts
- Name Change: Changing from 'Reviv3 Procare Company' to 'AXIL Brands, Inc.' effective February 14, 2024.
- Exchange Listing: Expected listing on the NYSE American Stock Exchange on February 14, 2024.
- Board Reorganization: Implementation of a classified board consisting of three classes (Class I, II, and III) to stagger director terms.
- Governance Changes: Amendments to Certificate of Incorporation and Bylaws to increase Board size and clarify Board authority over bylaws.
Reviv3 Procare Company announced the appointment of three new directors—Jeffrey Brown, Peter Dunne, and Manu Ohri—effective upon the company's expected listing on the NYSE American Stock Exchange.
🚩 Red Flags
- The filing contains a cautionary note mentioning 'there can be no assurance that the Reverse Stock Split will be successful,' indicating recent or pending structural changes to equity.
📋 Key Facts
- Three new directors appointed: Jeffrey Brown, Peter Dunne, and Manu Ohri.
- Appointments are contingent/effective upon the Company’s expected listing on the NYSE American Stock Exchange.
- Messrs. Dunne and Ohri will serve on the Audit, Compensation, and Nominating and Corporate Governance Committees.
- Peter Dunne and Manu Ohri to receive Restricted Stock Awards of 5,000 shares each, vesting after one year upon the NYSE American Listing.
Reviv3 Procare Company has implemented a 1-for-20 reverse stock split effective January 16, 2024. The action aims to combine every twenty shares of common stock into one single share.
🚩 Red Flags
- Reverse stock split (often used to combat delisting or improve share price perception, frequently viewed negatively by markets).
📋 Key Facts
- Reverse stock split ratio is 1:20.
- Effective date for the split is January 16, 2024, at 12:01 a.m. ET.
- The ticker symbol will temporarily be appended with 'D' (RVIVD) to signify effectiveness.
- Fractional shares resulting from the split will be rounded up to the nearest whole share.
- New CUSIP number for common stock is 76151R206.
Reviv3 Procare Company issued an 8-K to furnish its consolidated financial results for the three months ended November 30, 2023. The filing serves as a formal announcement of quarterly earnings via a press release.
📋 Key Facts
- Report date: January 4, 2024
- Reporting period: Three months ended November 30, 2023
- The company furnished an earnings press release as Exhibit 99.1
- CEO Jeff Toghraie signed the report