Jeff Toghraie - Mar 19, 2024 Form 4 Insider Report for Axil Brands, Inc. (AX)

Role
Chairman, CEO, Director, 10%+ Owner
Signature
/s/ Jeff Toghraie
Stock symbol
AX
Transactions as of
Mar 19, 2024
Transactions value $
$0
Form type
4
Date filed
3/21/2024, 05:19 PM
Previous filing
Oct 19, 2023
Next filing
Apr 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AX Common Stock 1.25M Mar 19, 2024 By Intrepid Global Advisors F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AX Series A Preferred Stock Purchase +4.21M 4.21M Mar 19, 2024 Common Stock 210K By Intrepid Global Advisors F1, F3, F4
holding AX Stock Option (right to buy) 155K Mar 19, 2024 Common Stock 155K $1.80 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Jeff Toghraie is the managing director of Intrepid Global Advisors, Inc.
F2 Options vest as follows: 25% of the original grant amount vested on September 1, 2022 and the remainder vests in 24 equal monthly installments on the first day of each month, beginning October 1, 2022.
F3 The Series A Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), is convertible into shares of the Issuer's common stock on a twenty-for-one basis, at the option of the holder, at any time after the second anniversary of the date that the Issuer first issued shares of Preferred Stock, or June 16, 2022; 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 Issuer's common stock, as determined in accordance with Sections 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. The Preferred Stock has no expiration date.
F4 On March 19, 2024, Intrepid Global Advisors, Inc. purchased 4,206,750 shares of Preferred Stock (equivalent to approximately 210,338 shares of the Issuer's common stock on an as-converted basis) for cash consideration of $25,240.50, pursuant to a repurchase agreement entered into with the previous holder of such Preferred Stock.

Remarks:

On January 16, 2024, the Issuer effected a reverse stock split of the Issuer's common stock at a ratio of 1-for-20 (the "Reverse Stock Split"). As a result of the Reverse Stock Split, the shares of common stock, and the exercise price and shares of common stock underlying outstanding equity awards, have been adjusted accordingly, as compared to amounts previously reported by the Reporting Persons. The conversion provisions of the Issuer's Series A Preferred Stock were also proportionately adjusted in connection with the Reverse Stock Split. Effective February 14, 2024, the Issuer changed its legal name from Reviv3 Procare Company to AXIL Brands, Inc.