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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 5, 2024
AXIL BRANDS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware |
001-41958 |
47-4125218 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
901 Fremont Avenue, Unit 158, Alhambra, CA 91803
(Address of principal executive offices, including
ZIP code)
(888) 638-8883
(Registrant’s telephone number, including
area code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
AXIL |
|
The NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 |
Entry into a Material Definitive Agreement. |
Effective as of March 5, 2024, AXIL Brands,
Inc. (the “Company”) entered into repurchase agreements (the “Repurchase Agreements”) with the stockholders
of the Company listed on the signature pages thereto (the “Stockholders”) to purchase from the Stockholders in the
aggregate 207,748,250 shares of Series A Preferred Stock of the Company (equivalent, in the aggregate, to approximately 10,387,413
shares of the Company’s common stock on an as converted basis) for the aggregate cash consideration of $1,246,489.50. Weston
Harris, the manager of Teton 360, LLC, is a consultant of the company.
The Repurchase Agreements contain customary representations and
warranties. The repurchase was approved by the Board of Directors of the Company. The Company funded the repurchase through cash on hand.
Following the repurchase, 42,251,750 shares of Series A Preferred Stock of the Company will remain outstanding.
The foregoing description of the Repurchase Agreements
does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Repurchase Agreements,
copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
AXIL BRANDS, INC. |
|
|
Date: March 11, 2024 |
By: |
/s/ Jeff Toghraie |
|
Name: Jeff Toghraie |
|
Title: Chief Executive Officer |
Exhibit 10.1
REPURCHASE AGREEMENT
This REPURCHASE AGREEMENT
(this “Agreement”) is made and entered into as of March 5, 2024 (the “Effective Date”) by and between
AXIL Brands, Inc., a Delaware corporation (the “Company”), and TETON 360, LLC (the “Stockholder”). The
parties are sometimes referred to herein individually by name or as a “Party,” and collectively as the “Parties.”
RECITALS
WHEREAS, the Stockholder owns
shares of Series A Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Stock”); and
WHEREAS, the Company has agreed
to repurchase the Stockholder’s Preferred Stock, and the Stockholder has agreed to sell the Stockholder’s Preferred Stock
to the Company, pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Sale
and Repurchase of Preferred Stock. As of the Effective Date, the Stockholder hereby sells, transfers, conveys and delivers
to the Company, and the Company hereby purchases, the Stockholder’s Preferred Stock, consisting of 142,021,750 shares of Preferred
Stock, free and clear of any and all liens, claims, charges, mortgages, pledges, security interests, encumbrances and third party rights
of any kind. In consideration of the sale, transfer, conveyance and delivery to the Company of the Preferred Stock, the Company
shall pay to the Stockholder the sum of $852,130.50 (the “Repurchase Price”), payable as provided in Section 2 below. The
Stockholder shall deliver to the Company any and all certificates representing the shares of Preferred Stock purchased hereunder, duly
endorsed for transfer to the Company, and such other documents and instruments as requested by the Company as may be necessary or appropriate
to evidence the transfer of the Preferred Stock to the Company and to vest in the Company good and marketable title in and to the Preferred
Stock, free and clear of any and all liens, claims, charges, mortgages, pledges, security interests, encumbrances and third party rights
of any kind.
2. Delivery
and Payment. In consideration for the repurchase of the Preferred Stock pursuant to this Agreement, upon the execution
and delivery of this Agreement by the Stockholder, the Company shall deliver to the Stockholder a check in the amount of the Repurchase
Price.
3. The
Stockholder’s Representations and Warranties. The Stockholder hereby represents and warrants to the Company that as of the Effective
Date: (a) the Stockholder has good and marketable title to the Preferred Stock subject to this Agreement, free and clear of any and all
liens, claims, charges, mortgages, pledges, security interests, encumbrances and third party rights of any kind; (b) the Preferred Stock
subject to this Agreement represents all of the preferred stock of the Company held by the Stockholder; (c) the Stockholder has the power
and authority to enter into and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement
have been duly authorized by all necessary action on the part of the Stockholder; (d) this Agreement is a valid and binding obligation
of the Stockholder, enforceable against the Stockholder in accordance with its terms; (e) the execution, delivery and performance by the
Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated by this Agreement do not and will
not violate, conflict with or result in a breach of any provision of the organizational documents of the Stockholder or any agreement
to which the Stockholder is a party or to which any of its properties or assets are bound; (f) there are no claims, investigations, inquiries,
demands, suits, actions or causes of action, or arbitration proceedings pending or, to Stockholder’s knowledge, threatened against
the Stockholder before any federal, state or local court or regulatory agency or other governmental authority wherever located that would
prevent the Stockholder from entering into or performing the Stockholder’s obligations under this Agreement; and (g) the Company
has advised the Stockholder of the desirability of independent legal and tax counsel and provided an opportunity to have the Stockholder’s
own legal and tax representative review all applicable documents and provide advice arising out of and relating to this Agreement, and
with full knowledge of the opportunity and the potential consequences, the Stockholder has either received independent legal and tax advice
in relation to this Agreement or decided to forego it knowingly, willingly and voluntarily.
4. The
Company's Representations and Warranties. The Company hereby represents and warrants to the Stockholder that the Company has full
power and authority to execute and enter into this Agreement as of the Effective Date, and that this Agreement represents the valid and
binding obligation of the Company enforceable against the Company in accordance with its terms.
5. Acknowledgments.
The Stockholder acknowledges that, except as set forth by the Company in Section 4 of this Agreement, none of the Company or any of its
directors, officers, employees, agents or representatives is making or has made any representations or warranties, express or implied,
regarding the Company, its business, financial condition, results of operations, business valuation or subject matter of this Agreement,
and except as expressly set forth in Section 4, the Stockholder is not relying and has not relied on any representations or warranties,
express or implied, regarding the Company’s business, financial condition, results of operations, business valuation or the subject
matter of this Agreement.
6. Release
of Claims. The Stockholder, for the Stockholder and the Stockholder’s heirs, executors, administrators, personal representatives,
agents, successors and assigns, hereby completely and forever releases, discharges and acquits the Company, together with the Company’s
stockholders, directors, officers, agents, affiliates, representatives, successors and assigns, from any and all claims, demands, damages,
actions, causes of action or suits at law or in equity, of whatsoever kind or nature, arising out of or in connection with the Company,
the Preferred Stock and/or the Stockholder’s ownership of the Preferred Stock at any time through the Effective Date. For
purposes of this Agreement, “all claims” shall include, without limitation, any and all claims of any kind, whether known
or unknown, anticipated or unanticipated, past or present, or contingent or fixed as of the Effective Date.
7. Costs
and Attorneys’ Fees. Each Party shall be responsible for her, his or its own costs, expenses and attorneys’ fees incurred
in connection with the negotiation, execution and delivery of this Agreement.
8. Entire
Agreement. This Agreement contains the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes
and preempts all prior understandings and agreements between the Parties with respect to the subject matter hereof. This Agreement shall
not be amended or modified in any manner except upon written agreement by both of the Parties.
9. Severability.
The Parties agree that the invalidity or unenforceability of any one provision or part of this Agreement shall not render any other provisions
or parts hereof invalid or unenforceable and that such other provisions or parts shall remain in full force and effect.
10. Counterparts
and Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same Agreement. Any original signature may be obtained through facsimile
or other electronic transmission.
11. Further
Assurances. The Parties agree that each of them will execute and deliver such further agreements and instruments, in form and substance
reasonably satisfactory to each Party, and take such other action as may be reasonably necessary or appropriate, to carry out the purposes
and intents of this Agreement.
12. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, notwithstanding
any conflict of law provision to the contrary.
13. Assignability.
Neither this Agreement nor any right or obligation hereunder shall be assignable by the Stockholder without the prior written consent
of the Company.
14. Binding
Effect. This Agreement shall inure to the benefit of not only the Parties, but their respective heirs, executors, administrators,
personal representatives, successors, assigns, subsidiaries, affiliates, partners, members, managers, officers, directors, stockholders,
agents, employees and representatives and shall be binding not only upon the Parties, but also the aforesaid parties.
[signature page follows]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the Effective Date.
AXIL BRANDS, INC. |
|
|
|
By: |
/s/ Jeff Toghraie |
|
Name: Jeff Toghraie |
|
Title: Chief Executive Officer |
|
|
|
TETON 360, LLC |
|
|
|
By: |
/s/ Weston Harris |
|
Name: Weston Harris |
|
Title: Manager |
|
Exhibit 10.2
REPURCHASE AGREEMENT
This REPURCHASE AGREEMENT
(this “Agreement”) is made and entered into as of March 5, 2024 (the “Effective Date”) by and between
AXIL Brands, Inc., a Delaware corporation (the “Company”), and L GRANT FOSTER TTEE - THE WILLIAMS FAMILY IRREVOCABLE
TRUST (the “Stockholder”). The parties are sometimes referred to herein individually by name or as a “Party,”
and collectively as the “Parties.”
RECITALS
WHEREAS, the Stockholder owns
shares of Series A Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Stock”); and
WHEREAS, the Company has agreed
to repurchase the Stockholder’s Preferred Stock, and the Stockholder has agreed to sell the Stockholder’s Preferred Stock
to the Company, pursuant to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration
of the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. Sale
and Repurchase of Preferred Stock. As of the Effective Date, the Stockholder hereby sells, transfers, conveys and delivers
to the Company, and the Company hereby purchases, the Stockholder’s Preferred Stock, consisting of 65,726,500 shares of Preferred
Stock, free and clear of any and all liens, claims, charges, mortgages, pledges, security interests, encumbrances and third party rights
of any kind. In consideration of the sale, transfer, conveyance and delivery to the Company of the Preferred Stock, the Company
shall pay to the Stockholder the sum of $394,359 (the “Repurchase Price”), payable as provided in Section 2 below. The
Stockholder shall deliver to the Company any and all certificates representing the shares of Preferred Stock purchased hereunder, duly
endorsed for transfer to the Company, and such other documents and instruments as requested by the Company as may be necessary or appropriate
to evidence the transfer of the Preferred Stock to the Company and to vest in the Company good and marketable title in and to the Preferred
Stock, free and clear of any and all liens, claims, charges, mortgages, pledges, security interests, encumbrances and third party rights
of any kind.
2. Delivery
and Payment. In consideration for the repurchase of the Preferred Stock pursuant to this Agreement, upon the execution
and delivery of this Agreement by the Stockholder, the Company shall deliver to the Stockholder a check in the amount of the Repurchase
Price.
3. The
Stockholder’s Representations and Warranties. The Stockholder hereby represents and warrants to the Company that as of the Effective
Date: (a) the Stockholder has good and marketable title to the Preferred Stock subject to this Agreement, free and clear of any and all
liens, claims, charges, mortgages, pledges, security interests, encumbrances and third party rights of any kind; (b) the Preferred Stock
subject to this Agreement represents all of the preferred stock of the Company held by the Stockholder; (c) the Stockholder has the power
and authority to enter into and perform its obligations under this Agreement, and the execution, delivery and performance of this Agreement
have been duly authorized by all necessary action on the part of the Stockholder; (d) this Agreement is a valid and binding obligation
of the Stockholder, enforceable against the Stockholder in accordance with its terms; (e) the execution, delivery and performance by the
Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated by this Agreement do not and will
not violate, conflict with or result in a breach of any provision of the organizational documents of the Stockholder or any agreement
to which the Stockholder is a party or to which any of its properties or assets are bound; (f) there are no claims, investigations, inquiries,
demands, suits, actions or causes of action, or arbitration proceedings pending or, to Stockholder’s knowledge, threatened against
the Stockholder before any federal, state or local court or regulatory agency or other governmental authority wherever located that would
prevent the Stockholder from entering into or performing the Stockholder’s obligations under this Agreement; and (g) the Company
has advised the Stockholder of the desirability of independent legal and tax counsel and provided an opportunity to have the Stockholder’s
own legal and tax representative review all applicable documents and provide advice arising out of and relating to this Agreement, and
with full knowledge of the opportunity and the potential consequences, the Stockholder has either received independent legal and tax advice
in relation to this Agreement or decided to forego it knowingly, willingly and voluntarily.
4. The
Company's Representations and Warranties. The Company hereby represents and warrants to the Stockholder that the Company has full
power and authority to execute and enter into this Agreement as of the Effective Date, and that this Agreement represents the valid and
binding obligation of the Company enforceable against the Company in accordance with its terms.
5. Acknowledgments.
The Stockholder acknowledges that, except as set forth by the Company in Section 4 of this Agreement, none of the Company or any of its
directors, officers, employees, agents or representatives is making or has made any representations or warranties, express or implied,
regarding the Company, its business, financial condition, results of operations, business valuation or subject matter of this Agreement,
and except as expressly set forth in Section 4, the Stockholder is not relying and has not relied on any representations or warranties,
express or implied, regarding the Company’s business, financial condition, results of operations, business valuation or the subject
matter of this Agreement.
6. Release
of Claims. The Stockholder, for the Stockholder and the Stockholder’s heirs, executors, administrators, personal representatives,
agents, successors and assigns, hereby completely and forever releases, discharges and acquits the Company, together with the Company’s
stockholders, directors, officers, agents, affiliates, representatives, successors and assigns, from any and all claims, demands, damages,
actions, causes of action or suits at law or in equity, of whatsoever kind or nature, arising out of or in connection with the Company,
the Preferred Stock and/or the Stockholder’s ownership of the Preferred Stock at any time through the Effective Date. For
purposes of this Agreement, “all claims” shall include, without limitation, any and all claims of any kind, whether known
or unknown, anticipated or unanticipated, past or present, or contingent or fixed as of the Effective Date.
7. Costs
and Attorneys’ Fees. Each Party shall be responsible for her, his or its own costs, expenses and attorneys’ fees incurred
in connection with the negotiation, execution and delivery of this Agreement.
8. Entire
Agreement. This Agreement contains the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes
and preempts all prior understandings and agreements between the Parties with respect to the subject matter hereof. This Agreement shall
not be amended or modified in any manner except upon written agreement by both of the Parties.
9. Severability.
The Parties agree that the invalidity or unenforceability of any one provision or part of this Agreement shall not render any other provisions
or parts hereof invalid or unenforceable and that such other provisions or parts shall remain in full force and effect.
10. Counterparts
and Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same Agreement. Any original signature may be obtained through facsimile
or other electronic transmission.
11. Further
Assurances. The Parties agree that each of them will execute and deliver such further agreements and instruments, in form and substance
reasonably satisfactory to each Party, and take such other action as may be reasonably necessary or appropriate, to carry out the purposes
and intents of this Agreement.
12. Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, notwithstanding
any conflict of law provision to the contrary.
13. Assignability.
Neither this Agreement nor any right or obligation hereunder shall be assignable by the Stockholder without the prior written consent
of the Company.
14. Binding
Effect. This Agreement shall inure to the benefit of not only the Parties, but their respective heirs, executors, administrators,
personal representatives, successors, assigns, subsidiaries, affiliates, partners, members, managers, officers, directors, stockholders,
agents, employees and representatives and shall be binding not only upon the Parties, but also the aforesaid parties.
[signature page follows]
IN WITNESS WHEREOF, the undersigned
have executed this Agreement as of the Effective Date.
AXIL BRANDS, INC. |
|
|
|
By: |
/s/ Jeff Toghraie |
|
Name: Jeff Toghraie |
|
Title: Chief Executive Officer |
|
|
|
L GRANT FOSTER TTEE |
|
THE WILLIAMS FAMILY IRREVOCABLE TRUST |
|
|
|
By: |
/s/ Ken Williams |
|
Name: Ken Williams |
|
Title: Manager |
|
|
|
By: |
/s/ Gloria Williams |
|
Name: Gloria Williams |
|
Title: Manager |
|
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- DefinitionName of the Exchange on which a security is registered.
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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