SCHEDULE: Axil Brands Insider Boosts Stake via Preferred Stock Purchase

Jeffrey Brown and BZ Capital Strategies increased their beneficial ownership in Axil Brands, Inc. through a preferred stock acquisition, raising Brown's total stake to 7.5%.

Summary

• Jeffrey Brown and BZ Capital Strategies filed an Amendment No. 3 to their Schedule 13D, updating their beneficial ownership in Axil Brands, Inc.
• BZ Capital Strategies purchased 1,200,000 shares of Series A Preferred Stock from Nexyus Partners Inc. for $12,000 on October 28, 2025.
• These Preferred Stock shares are convertible into 60,000 shares of Common Stock on a twenty-for-one basis, subject to a provision that limits conversion if it causes the holder's beneficial ownership to exceed 5% of the Common Stock.
• Jeffrey Brown's aggregate beneficial ownership is now 535,143 shares, representing approximately 7.5% of Axil Brands' outstanding Common Stock.
• This includes 15,143 shares held directly, 360,000 shares from vested and unvested stock options, and 160,000 shares beneficially owned by BZ Capital (100,000 direct + 60,000 convertible Preferred Stock).
• BZ Capital Strategies beneficially owns 160,000 shares, representing approximately 2.3% of the outstanding Common Stock.
• The percentage ownership calculations are based on 6,757,717 shares of Common Stock reported as outstanding as of October 22, 2025.

Sentiment

Score: 6

Explanation: The increased insider ownership by Jeffrey Brown and BZ Capital suggests a degree of confidence in Axil Brands. However, the transaction is a secondary purchase from an existing holder, not a direct capital injection into the company, and the 5% conversion cap on preferred stock introduces a minor limitation. Overall, it's a neutral to slightly positive signal due to insider commitment.

Positives

• Increased insider ownership by Jeffrey Brown and BZ Capital Strategies may signal confidence in the company's future prospects.
• The acquisition of preferred stock by BZ Capital for $12,000 adds to the reporting persons' investment in Axil Brands.

Negatives

• The 5% conversion cap on the Preferred Stock limits immediate full conversion into Common Stock for BZ Capital, potentially restricting their flexibility.
• The exercise prices of Mr. Brown's options ($1.80 and $4.01) are noted, but without the current stock price, it is unclear if these options are currently in-the-money.

Risks

• The beneficial ownership percentage for BZ Capital is capped at 5% for conversion of Preferred Stock, which could limit their ability to fully convert their holdings if it exceeds this threshold.
• Future market conditions could impact the value of the acquired securities and the exercisability of stock options.
• The reporting persons reserve the right to acquire additional securities or dispose of current holdings, which could introduce market volatility.

Future Outlook

The reporting persons acquired the securities for investment purposes and may in the future acquire additional securities of the Company or dispose of some or all of their holdings. No present plans for major 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.

Industry Context

This filing reflects an insider's increased stake, a common occurrence in public markets where management or significant shareholders adjust their positions based on their view of the company's prospects. It does not directly indicate broader industry trends but rather a specific investment decision by key individuals and entities.

Comparison to Industry Standards

• This filing is a standard Schedule 13D amendment disclosing changes in beneficial ownership, which is a routine regulatory requirement.
• Without specific financial performance metrics or strategic announcements, a direct comparison to industry-specific benchmarks or competitor results is not applicable.
• The transaction itself, a secondary purchase of preferred stock, is a routine capital markets activity.

Related Party Transactions

• Jeffrey Brown, an officer and director of Axil Brands, Inc., is also associated with BZ Capital Strategies, which purchased preferred stock. This constitutes a related party transaction due to Mr. Brown's dual roles and beneficial ownership interests.

Stakeholder Impact

• Shareholders: Increased insider ownership could be viewed positively as a sign of confidence, potentially influencing investor sentiment.
• Management: Jeffrey Brown's increased stake reinforces his alignment with shareholder interests.
• Creditors: No direct impact on creditors is indicated by this ownership disclosure.

Next Steps

• Reporting persons may acquire additional securities or dispose of current holdings in the future.
• Jeffrey Brown, in his capacity as an officer or director, may propose actions to the company or the Board of Directors.

Key Dates

Recommendation

The filing primarily details an increase in beneficial ownership by an insider and a related entity, which is generally a positive signal of confidence. However, it does not contain new financial performance data or strategic announcements that would warrant a 'buy' or 'sell' recommendation. The transaction is for investment purposes, and the reporting persons retain flexibility for future actions. Therefore, a 'hold' recommendation is appropriate, advising investors to maintain their current position while monitoring future company developments and market conditions.

Keywords

Axil Brands, Jeffrey Brown, BZ Capital Strategies, Schedule 13D, beneficial ownership, preferred stock, common stock, stock options, insider buying, SEC filing, corporate governance