AXIL Form 4: 45,000 shares from 900,000 preferred conversion
Rhea-AI Filing Summary
Axil Brands (AXIL) reported an insider transaction on a Form 4. On November 3, 2025, an affiliated entity converted 900,000 shares of Series A Preferred Stock into 45,000 shares of common stock under a 20-for-1 conversion ratio. The conversion is subject to a 5% beneficial ownership cap.
Following the transaction, indirect beneficial ownership stood at 145,000 common shares through BZ Capital Strategies, and direct beneficial ownership was 15,143 common shares. The reporting person is listed as Director and CFO, COO of the issuer.
Derivative holdings include stock options for 110,000 shares at $1.80 expiring on April 20, 2032 (fully exercisable), and options for 250,000 shares at $4.01 expiring on October 14, 2034, vesting in 48 equal monthly installments beginning October 31, 2024.
Positive
- None.
Negative
- None.
Insights
Administrative insider update; conversion under a 5% cap.
This Form 4 records a preferred-to-common stock conversion at a stated 20-for-1 ratio, yielding 45,000 common shares from 900,000 preferred. The filing also details post-transaction common share balances held directly and indirectly.
A 5% beneficial ownership limitation constrains further conversions at any one time, which can pace how quickly additional preferred could become common. The options schedule is split between a fully exercisable grant and a time-vested grant with defined expirations.
There is no stated cash component; the action reflects security conversion mechanics. Any trading activity would depend on holder decisions and applicable limits disclosed here.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock | 900,000 | $0.00 | -- |
| Conversion | Common Stock | 45,000 | $0.00 | -- |
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Stock Option (right to buy) | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- 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; 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. Fully exercisable. Options vest in 48 equal monthly installments, beginning on October 31, 2024, subject to continued employment through the vesting date. Jeffrey Brown is the co-owner, Chairman of the board of directors and Chief Financial Officer of BZ Capital Strategies. On November 3, 2025, BZ Capital Strategies converted 900,000 shares of Preferred Stock into 45,000 shares of the Issuer's common stock.
