Sec Form 4 Filing - TOGHRAIE JEFF @ Axil Brands, Inc. - 2024-10-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TOGHRAIE JEFF 2. Issuer Name and Ticker or Trading Symbol Axil Brands, Inc. [ AXIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, CEO (Last) (First) (Middle) C/O AXIL BRANDS, INC., 901 S. FREMONT AVE., UNIT 158 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2024 (Street) ALHAMBRA, CA91803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 1,246,700 I By Intrepid Global Advisors ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 4.01 10/14/2024 A 350,000 ( 2 ) 10/14/2034 Common Stock 350,000 $ 0 350,000 D Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 772,838 ( 3 ) 15,456,750 I By Intrepid Global Advisors ( 1 ) Stock Option (right to buy) $ 1.8 ( 4 ) 04/20/2032 Common Stock 155,000 155,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TOGHRAIE JEFF C/O AXIL BRANDS, INC. 901 S. FREMONT AVE., UNIT 158 ALHAMBRA, CA91803 X X Chairman, CEO Intrepid Global Advisors, Inc. 325 N. MAPLE DRIVE #5114 BEVERLY HILLS, CA90210 X Signatures /s/ Jeff Toghraie 10/15/2024 Signature of Reporting Person Date INTREPID GLOBAL ADVISORS, INC., /s/ Jeff Toghraie, Managing Director 10/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Jeff Toghraie is the managing director of Intrepid Global Advisors, Inc. ( 2 )Options vest in 48 equal monthly installments, beginning on October 14, 2024, the date of grant, subject to continued employment through the vesting date. ( 3 )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. ( 4 )Fully exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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