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): December 18, 2024

AXIL BRANDS, INC.

(Exact Name of Registrant as Specified in its Charter)

9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212

(Address of principal executive offices) (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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

At the AXIL Brands, Inc. (the “Company”) 2024 Annual Meeting of Stockholders held on December 18, 2024 (the “Annual Meeting”), the Company’s stockholders approved the AXIL Brands, Inc. Amended and Restated 2022 Equity Incentive Plan (as amended and restated, the “Plan”), which had previously been approved by the Company’s Board of Directors, subject to stockholder approval. The Plan increased the number of shares reserved for issuance thereunder by 800,000 shares. A summary of the Plan is included in Proposal 5 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 24, 2024 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The summary of the Plan in the Proxy Statement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company held its Annual Meeting on December 18, 2024, at 9:00 am Pacific Time, at 9150 Wilshire Boulevard, Suite 245, Beverly Hills, California 90212. At the Annual Meeting:

The voting results for each such matter were as follows:

Proposal 1. Election of Class III Directors

Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 3. Advisory, Non-Binding Vote on Executive Compensation

Proposal 4. Advisory, Non-Binding Vote on the Frequency of Advisory Votes on Executive Compensation

Proposal 5. Approval of the Plan  

In light of the outcome of the stockholder vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers, the Board of Directors has determined to hold the advisory vote on the compensation of the Company’s named executive officers every three years until the next required vote on the frequency of such votes. Accordingly, the next stockholder advisory vote on executive compensation is expected to be held at the Company’s 2027 Annual Meeting of Stockholders. The next advisory vote on the frequency of future advisory votes on executive compensation is required to occur no later than the Company’s 2030 Annual Meeting of Stockholders.

(d) Exhibits.

* Management contract or compensatory plan, contract, or arrangement.

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.