AXIL Brands Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 5.03 | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 19, 2025, AXIL Brands, Inc. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) with the Delaware Secretary of State to decrease the number of authorized shares of the Company’s common stock, par value $0.0001 per share, from 450,000,000 shares to 15,000,000 shares and to decrease the number of authorized shares of the Company’s preferred stock, par value $0.0001 per share, from 300,000,000 shares to 28,000,000 shares and correspondingly decrease the number of shares of preferred stock designated as Series A Preferred Stock from 250,000,000 shares to 27,773,500 shares, which was effective upon filing. As previously disclosed in the Company’s Definitive Information Statement on Schedule 14C filed on April 28, 2025, holders of a majority of the Company’s outstanding stock entitled to vote approved and adopted the Certificate of Amendment by written consent without a meeting of stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware.
The foregoing summary of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AXIL Brands, Inc., effective as of May 19, 2025 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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: May 19, 2025 | By: | /s/ Jeff Toghraie |
| Name: | Jeff Toghraie | |
| Title: | Chief Executive Officer | |