SCHEDULE 13D/A: Axil Brands Insider Jeffrey Brown and BZ Capital Update Beneficial Ownership Following Preferred Stock Conversion

Jeffrey Brown and BZ Capital Strategies have updated their beneficial ownership in Axil Brands, Inc. following BZ Capital's conversion of 2,000,000 shares of Preferred Stock into 100,000 shares of Common Stock.

Summary

• This document is Amendment No. 2 to the Statement of Beneficial Ownership on Schedule 13D, filed by Jeffrey Brown and BZ Capital Strategies, amending the original filing from October 15, 2024.
• On January 10, 2025, BZ Capital elected to convert 2,000,000 shares of its Preferred Stock into 100,000 shares of Common Stock.
• The conversion was executed at a ratio of twenty shares of Preferred Stock for one share of Common Stock.
• Following this conversion, BZ Capital no longer holds any shares of Preferred Stock.
• Jeffrey Brown is deemed to beneficially own an aggregate of 475,143 shares of Common Stock, representing approximately 6.9% of the Company's outstanding shares.
• Mr. Brown's beneficial ownership includes 15,143 shares held directly, 360,000 shares issuable upon the exercise of stock options, and 100,000 shares held by BZ Capital.
• BZ Capital beneficially owns 100,000 shares of Common Stock, which represents approximately 1.5% of the Company's outstanding shares.
• The ownership percentages are calculated based on 6,466,852 shares of Common Stock reported outstanding by Axil Brands as of January 3, 2025, plus the 100,000 shares issued from the conversion.

Sentiment

Score: 6

Explanation: The filing is largely neutral, reporting a standard conversion of preferred stock to common stock. The statement of investment purpose and lack of immediate disruptive plans are mildly positive, while the reservation of rights to dispose of shares or propose significant changes introduces a slight element of uncertainty, balancing the sentiment.

Positives

• The Reporting Persons (Jeffrey Brown and BZ Capital) acquired the securities for investment purposes.
• There are no present plans or proposals by the Reporting Persons that would result in major corporate actions such as liquidation, merger, sale of assets, or changes in the Company's capitalization, except as Mr. Brown might propose in his capacity as an officer or director.

Risks

• The Reporting Persons reserve the right to acquire additional securities of the Company or dispose of some or all of their held securities in open-market or privately negotiated transactions in the future.
• The Reporting Persons reserve the right to formulate any plans or proposals, and to take any actions with respect to their investments, including those described in paragraphs (a) through (j) of Item 4 of Schedule 13D (e.g., changes in control, liquidation, sales of assets, changes in management, changes in capitalization).

Future Outlook

The Reporting Persons may in the future acquire additional securities of the Company or dispose of some or all of the securities held, through open-market or privately negotiated transactions, as deemed advisable. They reserve the right to formulate plans or proposals concerning the Company's corporate structure, business, or management, including those typically outlined in Item 4 of Schedule 13D.

Management Comments

• Mr. Brown may propose actions in his capacity as an officer or director of the Company or through the Board of Directors with his participation.

Industry Context

This filing is a routine disclosure of a significant shareholder's beneficial ownership changes, specifically a conversion of preferred stock to common stock. It does not provide broader industry trends but reflects an investor's decision to convert a convertible security, which can be influenced by their view of the common stock's future value or liquidity needs.

Comparison to Industry Standards

• NA. This filing is a specific ownership disclosure and does not contain financial performance data or operational details that would allow for comparison to industry benchmarks or specific comparable companies/projects.

Related Party Transactions

• BZ Capital Strategies, which converted 2,000,000 shares of Preferred Stock into 100,000 shares of Common Stock, is associated with Jeffrey Brown. Jeffrey Brown is an officer and director of Axil Brands, Inc. and also signed the filing on behalf of BZ Capital as its Chairman of the Board of Directors and Chief Financial Officer. This indicates a transaction involving a significant shareholder who is also part of the company's management.

Stakeholder Impact

• Shareholders: The conversion of preferred stock into common stock increases the number of outstanding common shares, potentially leading to minor dilution for existing common shareholders. It also increases the common stock float, which could impact liquidity.

Next Steps

• Reporting Persons may acquire additional securities of Axil Brands, Inc.
• Reporting Persons may dispose of some or all of their securities in Axil Brands, Inc.
• Reporting Persons may formulate plans or proposals regarding the Company's corporate structure, business, or management.

Key Dates

Keywords

Axil Brands, Schedule 13D, beneficial ownership, stock conversion, preferred stock, common stock, Jeffrey Brown, BZ Capital Strategies, SEC filing, investment