Form 8-K

8-K — Axil Brands, Inc.

Accession: 0001520138-26-000411

Filed: 2026-10-06

Period: 2026-10-06

CIK: 0001718500

SIC: 2844 (PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — axil-20261006_8k.htm (Primary)

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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):

October 6, 2026

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.)

9150 Wilshire Boulevard, Suite 245, Beverly Hills,

California 90212

(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 2.02 Results of Operations and Financial Condition.

On October 6, 2026, AXIL Brands, Inc. (the “Company”)

issued a press release announcing its consolidated financial results for the three months ended August 31, 2026. A copy of the Company’s

press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Pursuant to the rules and

regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been

furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in

any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference

in such filing regardless of any general incorporation language.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release of AXIL Brands, Inc., dated October 6, 2026.

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: October 6, 2026

By:

/s/ Jeff Toghraie

Name:

Jeff Toghraie

Title:

Chief Executive Officer

EX-99

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AXIL Brands, Inc.

Reports First Quarter Fiscal 2027 Financial Results

LOS ANGELES, October 6, 2026 (GLOBE NEWSWIRE) –

AXIL Brands, Inc. (“AXIL,” “we,” “us,” “our,” or the “Company”) (NYSE American:

AXIL), an emerging global consumer products company for AXIL® hearing protection and enhancement products and Reviv3® hair and

skin care products, and marketing services for third-party brands today announced financial and operational results for the first fiscal

quarter ended August 31, 2026.

First Quarter Financial Highlights (Period-ended August 31, 2026)

(All comparisons are to the three months ended August 31, 2025 unless

otherwise stated)

· Net revenues were $6.1 million, compared with

$6.9 million in the prior-year period, a decrease of 11.2%. The comparison reflects the planned transition from XCOR to XCOR II and a

material prior-year big-box order that did not repeat in the quarter. Direct-to-consumer revenue in the hearing segment was down less

than 1%

· Gross profit was $5.0 million, or 82.6% of sales,

compared with $4.6 million, or 67.6% of sales. The current-quarter margin included a non-recurring $0.55 million benefit from IEEPA customs

duty refunds recognized as a reduction of cost of revenues. Excluding that item, gross margin was approximately 73.6%

· Income from operations was $437,000, compared

with $412,000 in the prior-year period

· Net income was $0.4 million, or $0.05 per diluted

share, compared with $0.3 million, or $0.04 per diluted share

· Adjusted EBITDA was $0.8 million, compared with

$0.7 million

· Net cash provided by operating activities was

$3.8 million, compared with $739,000 used in the prior-year period

· Cash was $7.9 million as of August 31, 2026,

compared with $4.5 million as of May 31, 2026, with no outstanding borrowings

First Quarter Operational Update

· On August 26, 2026, the Company announced XCOR

II, the next-generation successor to its flagship AXIL wireless earbud line, with availability beginning September 15, 2026.

· Initial XCOR II orders exceeded $2.8 million

as of August 26, 2026 and $3.6 million as of September 30, 2026. Shipments are underway in the second quarter of fiscal 2027.

· First-quarter results included advertising costs

of approximately $360,000 and inventory staging related to XCOR II launch. That spend and those shipments did not benefit first-quarter

revenue; the Company anticipates they will convert to revenue in the second quarter.

· The Company brought three strategic partners

into Reviv3 ProCare Company (“Reviv3”) to lead the planned global relaunch of the Reviv3 hair and skin care brand. In exchange

for services, the partners received an approximately 25% ownership interest in Reviv3 in the aggregate. AXIL retains approximately 75%

of Reviv3’s ownership interest and continues to consolidate Reviv3 results. The shares were valued at $137,511, which was recorded

as a non-cash expense in the first quarter of fiscal 2027.

· The Company received $0.9 million in IEEPA customs

duty refunds, including interest, from U.S. Customs and Border Protection. Of this amount, $0.55 million related to duties on products

already sold and was recognized as a reduction of cost of revenues, $0.32 million related to products still in inventory and was recorded

as a reduction of inventory, and $0.04 million was interest included in other income. No IEEPA refund claims remain outstanding.

Management Commentary

“The principal development

of the quarter was the launch of XCOR II,” said Jeff Toghraie, Chairman and Chief Executive Officer. “XCOR II was announced

in August, became available on September 15, and generated orders exceeding $3.6 million through September 30 across retail, distribution,

and direct-to-consumer, the strongest early demand we have seen for an AXIL product. First-quarter revenue does not yet reflect that launch.

The quarter included the expected slowing of first generation XCOR, the advertising and inventory required to bring XCOR II to market,

and a prior-year big-box order that did not repeat. Direct-to-consumer revenue in hearing enhancement and protection was down less than

1 percent. We expect that launch investment and those orders will be reflected in second quarter revenue and beyond.”

“Reported gross margin included

a non-recurring customs duty refund. Underlying margin was 73.6 percent, in line with our history. Those refunds have been collected,

and no claims remain outstanding. We ended the quarter with $7.9 million of cash and no debt, and by September 30, 2026, we had fulfilled

the majority of the XCOR II order backlog. On Reviv3, we brought in experienced partners, retained control, and did so without deploying

AXIL cash. We are optimistic about fiscal 2027 and focused on building long-term value for shareholders.”

Use of Non-GAAP Financial Measures

The Company calculates EBITDA by taking net income

calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), and adjusting for income

taxes, interest income or expense, and depreciation and amortization. The Company calculates adjusted EBITDA as EBITDA, further adjusted

for stock-based compensation. Adjusted EBITDA is also presented as a percentage of revenue, which is calculated by dividing the non-GAAP

Adjusted EBITDA for a period by revenue for the same period. Other companies may calculate EBITDA and adjusted EBITDA differently, limiting

the usefulness of these measures for comparative purposes. The Company believes that these non-GAAP measures of financial results provide

useful information regarding certain financial and business trends relating to the Company’s financial condition and results of

operations, and management considers EBITDA and adjusted EBITDA important indicators in evaluating the Company’s business on a consistent

basis across various periods for trend analyses. These non-GAAP financial measures exclude significant expenses and income that are required

by GAAP to be recorded in the Company’s financial statements and are subject to inherent limitations as they reflect the exercise

of judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures.

Investors should not rely on any single financial measure to evaluate our business. A reconciliation of EBITDA and Adjusted EBITDA to

the most comparable financial measure, net income, calculated in accordance with GAAP is included in a schedule to this press release.

AXIL BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED EBITDA and ADJUSTED EBITDA

FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025

(UNAUDITED)

For the Three Months Ended

August 31,

2026

August 31,

2025

Net income (GAAP)

$ 420,571

$ 334,294

Provision for income taxes

99,590

115,058

Interest income, net

(81,251 )

(36,296 )

Depreciation and amortization

65,538

62,087

Total EBITDA (Non-GAAP)

504,448

475,143

Adjustments:

Stock-based compensation

322,393

199,212

Total adjusted EBITDA (Non-GAAP)

$ 826,841

$ 674,355

Revenues, net (GAAP)

$ 6,090,383

$ 6,856,218

Adjusted EBITDA as a percentage of Revenues, net (Non-GAAP)

13.6 %

9.8 %

AXIL BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

August 31, 2026

May 31, 2026

(Unaudited)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

$ 7,928,587

$ 4,462,040

Accounts receivable, net

1,326,395

4,748,966

Inventory, net

4,438,940

4,419,628

Due from related party

78,822

—

Prepaid expenses and other current assets

956,930

712,214

Total Current Assets

14,729,674

14,342,848

OTHER ASSETS:

Property and equipment, net

418,684

389,733

Intangible assets, net

460,470

389,747

Right of use assets

310,828

360,512

Deferred tax asset

491,119

301,460

Other assets

20,720

Goodwill

2,152,215

Total Other Assets

3,854,036

3,614,387

TOTAL ASSETS

$ 18,583,710

$ 17,957,235

LIABILITIES AND EQUITY

CURRENT LIABILITIES:

Accounts payable

$ 2,440,224

$ 1,989,048

Contract liabilities, current

297,724

389,333

Due to related party

—

152,177

Lease liabilities, current

191,297

195,563

Income tax liability

958,744

688,150

Other current liabilities

566,284

1,088,262

Total Current Liabilities

4,454,273

4,502,533

LONG TERM LIABILITIES:

Lease liabilities

161,179

209,105

Contract liabilities

81,077

101,380

Total Long Term Liabilities

242,256

310,485

Total Liabilities

4,696,529

4,813,018

Commitments and contingencies

EQUITY:

Series A Preferred Stock, $0.0001 par value; 27,773,500 shares designated; 24,873,500 and 24,873,500 shares issued and outstanding as of August 31, 2026 and May 31, 2026, respectively

2,487

Common stock, $0.0001 par value: 15,000,000 shares authorized; 6,822,681 and 6,822,681 shares issued and outstanding as of August 31, 2026 and May 31, 2026, respectively

682

Additional paid-in capital

9,892,683

9,720,981

Retained Earnings

3,841,659

3,420,067

Total stockholders’ equity attributable to AXIL Brands, Inc.

13,737,511

13,144,217

Noncontrolling interests

149,670

—

Total Equity

13,887,181

13,144,217

TOTAL LIABILITIES AND EQUITY

$ 18,583,710

$ 17,957,235

AXIL BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025

(UNAUDITED)

For the Three Months Ended August 31,

2026

2025

Revenues, net

$ 6,090,383

$ 6,856,218

Cost of revenues

1,058,654

2,221,284

Gross profit

5,031,729

4,634,934

OPERATING EXPENSES:

Sales and marketing

2,837,371

2,759,757

Compensation and related taxes

373,599

396,706

Research and development

459,631

—

General and administrative

924,101

1,066,733

Total Operating Expenses

4,594,702

4,223,196

INCOME FROM OPERATIONS

437,027

411,738

OTHER INCOME (EXPENSE):

Other income

1,883

1,318

Interest income

81,251

37,579

Interest expense and other finance charges

—

(1,283 )

Other income, net

83,134

37,614

INCOME BEFORE PROVISION FOR INCOME TAXES

520,161

449,352

Provision for income taxes

99,590

115,058

NET INCOME

$ 420,571

$ 334,294

Less: Net loss of subsidiary attributable to noncontrolling interests

(1,021 )

—

Net income attributable to the stockholders of the Company

$ 421,592

$ 334,294

NET INCOME PER COMMON SHARE:

Basic

$ 0.06

$ 0.05

Diluted

$ 0.05

$ 0.04

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

Basic

6,805,199

6,638,785

Diluted

8,252,165

8,243,025

AXIL BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED AUGUST 31, 2026 AND 2025

(UNAUDITED)

For the Three Months Ended

August 31,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$ 420,571

$ 334,294

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

65,538

62,087

Provision (Recovery) for credit losses

(32,014 )

(158 )

Stock-based compensation and stock option expense

322,393

199,212

Deferred income taxes

(189,659 )

(75,943 )

Change in operating assets and liabilities:

Accounts receivable

3,454,585

(1,774,648 )

Inventory

(19,312 )

(1,355,804 )

Prepaid expenses and other current assets

(244,716 )

12,290

Accounts payable

451,176

1,525,180

Other current liabilities

(353,891 )

383,246

Contract liabilities

(111,912 )

(48,950 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

3,762,759

(739,194 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of intangibles

(109,880 )

(86,130 )

Purchases of property and equipment

(55,333 )

(8,367 )

NET CASH USED IN INVESTING ACTIVITIES

(165,213 )

(94,497 )

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of note payable

—

(1,030 )

Advances from a related party

56,453

1,207,693

Repayments to a related party

(187,452 )

(1,056,202 )

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

(130,999 )

150,461

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

3,466,547

(683,230 )

CASH AND CASH EQUIVALENTS - Beginning of period

4,462,040

4,769,854

CASH AND CASH EQUIVALENTS - End of period

$ 7,928,587

$ 4,086,624

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:

Interest

$ —

$ 1,134

Income taxes

$ 18,656

$ —

AXIL Brands will host a conference call to discuss results and provide

a corporate update for investors, including a Q&A session, starting at 5:00 PM ET today (October 6, 2026). To access the live event,

dial 1-877-425-9470 (Domestic) or 1-201-389-0878 (International), or via webcast at https://viavid.webcasts.com/starthere.jsp?ei=1777813&tp_key=7330938b30.

The call will be available via telephone replay for seven days following the call by dialing 1-844-512-2921 (Domestic) or 1-412-317-6671

(International) with access code 13762995. A webcast (audio stream) replay will also be available on demand at www.goaxil.com in the investor

relations section.

Questions may be submitted in advance to investors@goaxil.com

About AXIL Brands

AXIL Brands (NYSE American: AXIL) is an emerging global

consumer products company. The Company is a manufacturer and marketer of premium hearing enhancement and protection products, including

ear plugs, earmuffs, and ear buds, under the AXIL® brand, premium hair and skincare products under its in-house Reviv3® brand

- selling products in the United States, Canada, the European Union, and throughout Asia and provides marketing services to third-party

brands.

To learn more, please visit the Company’s AXIL®

website at www.axilbrands.com and its Reviv3® website at www.reviv3.com

Forward-Looking Statements

This press release contains a number of forward-looking

statements within the meaning of the federal securities laws. The use of words such as “anticipate,” “believe,”

“expect,” “continue,” “will,” “may,” “prepare,” “should,” and

“focus,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently

available information, and management’s beliefs, projections, and current expectations, and are subject to a number of significant

risks and uncertainties, many of which are difficult to predict and beyond management’s control and may cause the Company’s

results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by

these forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements

include, among other things: (i) the Company’s ability to grow its net revenues and operations, including developing new and improved

products, diversifying and expanding its distribution and retail channels, expanding the marketing services business, and growing internationally;

(ii) the Company’s ability to perform in accordance with any guidance provided by management, which may differ from the Company’s

actual operating results; (iii) the Company’s ability to generate sufficient revenue to support the Company’s operations and

to raise additional funds or obtain other forms of financing as needed on acceptable terms, or at all; (iv) potential difficulties or

delays the Company may experience in implementing its cost savings and efficiency initiatives; (v) the Company’s ability to compete

effectively with other companies in its industries; (vi) the concentration of the Company’s customers, potentially increasing the

negative impact to the Company by changing purchasing or selling patterns; (vii) changes in laws or regulations in the United States and/or

in other major markets, such as China, in which the Company operates, including, without limitation, with respect to taxes, tariffs, trade

policies or product safety, which may increase the Company’s product costs and other costs of doing business, and reduce the Company’s

earnings; (viii) continued uncertainty with respect to U.S. trade policies and tariffs; (ix) the Company’s ability to engage in

acquisitions, investments, partnerships, strategic alliances or dispositions when desired; (x) the Company’s ability

to successfully accelerate its supply chain transition strategy and achieve the intended benefits; (xi) the impact of unstable market

and general economic conditions on the Company’s business, financial condition and stock price, including inflationary cost pressures,

the possibility of an economic recession and other macroeconomic factors, geopolitical events, and uncertainty, increased tariffs and

other trade restrictions and barriers, unemployment rates, decreased discretionary consumer spending, supply chain disruptions and constraints,

labor shortages, ongoing economic disruption, the Ukraine-Russia conflict and conflicts in the Middle East, and other downturns in the

business cycle or the economy; and (xii) the success of new product and branding initiatives, including the XCOR II launch, including

the conversion of orders into revenue, which may be affected by order cancellations and returns, and the planned relaunch of the Reviv3

brand. There can be no assurance as to any of these matters, and potential investors are urged to consider these factors carefully in

evaluating the forward-looking statements. Other important factors that may cause actual results to differ materially from those expressed

in the forward-looking statements are discussed in the Company’s filings with the U.S. Securities and Exchange Commission. These

forward-looking statements speak only as of the date hereof. Except as required by law, the Company does not assume any obligation to

update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Investor Relations:

investors@goaxil.com

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Definition

Boolean 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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