SCHEDULE: Axil Brands Insider Boosts Stake via Preferred Stock Conversion

Jeffrey Brown and BZ Capital Strategies increased their beneficial ownership in Axil Brands, Inc. to 7.5% and 2.3% respectively, following a preferred stock conversion.

Summary

• Jeffrey Brown and BZ Capital Strategies filed an Amendment No. 4 to their Schedule 13D for Axil Brands, Inc.
• On November 3, 2025, BZ Capital converted 900,000 shares of Series A Preferred Stock into 45,000 shares of Common Stock.
• Following the conversion, BZ Capital now holds 300,000 shares of Preferred Stock.
• Jeffrey Brown's aggregate beneficial ownership is 535,143 shares of Common Stock, representing approximately 7.5% of the company's outstanding shares.
• This includes 15,143 shares held directly, 360,000 shares from vested and unvested stock options, and 160,000 shares under shared dispositive power with BZ Capital.
• BZ Capital's aggregate beneficial ownership is 160,000 shares of Common Stock, representing approximately 2.3% of the company's outstanding shares.
• On October 28, 2025, BZ Capital purchased 1,200,000 shares of Preferred Stock for $12,000 cash.

Sentiment

Score: 7

Explanation: The increased insider ownership and conversion of preferred stock to common stock by an affiliated entity generally signals confidence in the company's prospects, despite minor dilution from the conversion.

Positives

• Increased beneficial ownership by an insider (Jeffrey Brown, Chairman/CFO) and an affiliated entity (BZ Capital) signals confidence in the company's future.
• The conversion of preferred stock into common stock by BZ Capital demonstrates a commitment to the common equity.

Negatives

• The conversion of preferred stock increases the number of outstanding common shares, leading to minor dilution for existing common shareholders.

Risks

• Reporting Persons may acquire additional securities or dispose of some or all of their holdings in the future, which could impact share price.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and may in the future acquire additional securities or dispose of some or all of their holdings. No present plans for corporate actions are in place, except as may be proposed by Mr. Brown in his capacity as an officer or director or by the Board of Directors with his participation.

Management Comments

• The Reporting Persons acquired the securities reported in this Statement for investment purposes.
• The Reporting Persons may in the future acquire additional securities of the Company or dispose of some or all of the securities of the Company 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.
• 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. Brown in his capacity as an officer or director of the Company or by the Board of Directors with his participation.

Industry Context

This filing primarily details changes in beneficial ownership by an insider and an affiliated entity, which is a company-specific event and does not directly relate to broader industry trends or competitive dynamics.

Comparison to Industry Standards

• NA

Related Party Transactions

• Jeffrey Brown, Chairman of the Board and Chief Financial Officer, is a reporting person.
• BZ Capital Strategies, also a reporting person, is affiliated with Jeffrey Brown as he signed on its behalf as Chairman of the Board of Directors and Chief Financial Officer.
• BZ Capital's purchase of Preferred Stock and subsequent conversion are transactions involving a related party.

Stakeholder Impact

• Shareholders: Minor dilution due to the issuance of 45,000 new common shares from preferred stock conversion. Increased insider ownership may be viewed positively as a sign of confidence.
• Management: Jeffrey Brown's increased stake aligns his interests further with shareholders.

Next Steps

• Mr. Brown's 250,000 stock options will continue to vest in 48 equal monthly installments, beginning on October 31, 2024, subject to continued employment.
• The Reporting Persons reserve the right to formulate future plans or proposals regarding their investment in the Company.

Key Dates

Recommendation

While the increased insider ownership and conversion of preferred stock to common stock by an affiliated entity signals confidence, the filing itself does not provide new operational or financial performance data to warrant a stronger recommendation. It primarily reflects a change in capital structure and ownership stake, which is generally a neutral to slightly positive signal. Investors should hold and await further operational updates.

Keywords

Axil Brands, Jeffrey Brown, BZ Capital Strategies, Schedule 13D, Beneficial Ownership, Preferred Stock Conversion, Common Stock, Insider Ownership, SEC Filing, Stock Options