Axil Brands, Inc. current report, 28 February 2023

Full document

Business Context and Reporting Period

This Form 8-K is filed by Reviv3 Procare Company (not Axil Brands, Inc.) for the reporting period ending February 28, 2023. The company is a Delaware corporation headquartered in Alhambra, California, and is classified as an emerging growth company. The filing reports on a private placement transaction completed on February 23, 2023.

Key Financial Metrics

  • Capital Raised: $447,850.25 in aggregate gross proceeds.
  • Shares Issued: 1,947,175 shares of common stock.
  • Issue Price: $0.23 per share.
  • Outstanding Shares: 117,076,949 shares as of February 28, 2023.
  • Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for these operational or balance sheet metrics.

Material Changes

The primary material change reported is the increase in outstanding common stock following the private placement. The issuance of approximately 1.95 million shares represents a dilution event relative to the pre-transaction share count, though the specific pre-transaction count is not explicitly stated in the text.

Guidance, Outlook, and Risks

  • Transaction Details: The securities were sold to accredited investors under Rule 506(b) of Regulation D, relying on Section 4(a)(2) of the Securities Act of 1933.
  • Compliance: The company confirmed no general advertising or solicitation was used.
  • Outlook/Guidance: The filing text does not provide a clear value for future guidance, management commentary on operations, or specific risk factors beyond the standard disclosure of the private placement terms.

Investor Verification Checklist

  • Verify the exact number of shares outstanding prior to the February 23, 2023 issuance to calculate the precise dilution percentage.
  • Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for any restrictive covenants, registration rights, or liquidation preferences.
  • Confirm the company's current cash position and burn rate, as this filing only discloses the gross proceeds of this specific transaction.
  • Check for any subsequent filings regarding the use of proceeds or changes in the company's capital structure.