Basic Stats
CIK | 1718500 |
SEC Filings
SEC Filings (Chronological Order)
August 21, 2025 |
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): August 21, 2025 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 |
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August 21, 2025 |
AXIL BRANDS, INC. List of Subsidiaries Exhibit 21.1 AXIL BRANDS, INC. List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation AXIL Distribution Company Delaware Sharper Vision Marketing Inc. Delaware |
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August 21, 2025 |
AXIL Brands, Inc. Reports Strong Fiscal Year 2025 Financial Results LOS ANGELES, August 21, 2025 (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, today announced financial and operational results for fis |
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August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-41958 AXIL BRANDS, INC. (Exact name |
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August 21, 2025 |
DESCRIPTION OF AXIL BRANDS, INC. COMMON STOCK August 2025 Exhibit 4.1 DESCRIPTION OF AXIL BRANDS, INC. COMMON STOCK August 2025 The following summarizes the terms and provisions of the common stock of AXIL Brands, Inc., a Delaware corporation (the “Company”), which common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following summary does not purport to be complete and is qualified in i |
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August 21, 2025 |
INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities Exhibit 19.1 INSIDER TRADING POLICY and Guidelines with Respect to Certain Transactions in Company Securities *** This Insider Trading Policy (“Policy”) provides guidelines to officers, directors, employees and agents of AXIL Brands, Inc., a Delaware corporation, and its subsidiaries (collectively, the “Company”) with respect to transactions in the Company’s securities. The Company has adopted thi |
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August 21, 2025 |
Exhibit 10.19 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the 18th day of August, 2025 (the “Effective Date”), between AXIL Brands, Inc. (the “Company”) and Jeff Toghraie (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties her |
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August 21, 2025 |
Exhibit 10.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is effective as of the 18th day of August, 2025 (the “Effective Date”), between AXIL Brands, Inc. (the “Company”) and Jeff Brown (“Executive”). In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto |
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May 19, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AXIL BRANDS, INC. AXIL Brands, Inc., (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provision |
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May 19, 2025 |
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): May 19, 2025 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 Num |
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April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement AXIL BRANDS, INC. (Name |
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April 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement AXIL BRANDS, INC. (Name |
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April 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41958 AXIL Brands, Inc. |
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April 8, 2025 |
AXIL Brands Reports Third Quarter Fiscal Year 2025 Financial Results AXIL Brands Reports Third Quarter Fiscal Year 2025 Financial Results LOS ANGELES, April 8, 2025 (GLOBE NEWSWIRE) – AXIL Brands, Inc. |
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April 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 8, 2025 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 Nu |
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March 21, 2025 |
AXIL Brands Sets Sights on Offline Expansion and Global Market Growth EX-99 2 axil-202503218kex99z1.htm EX-99 Exhibit 99.1 AXIL Brands Sets Sights on Offline Expansion and Global Market Growth Los Angeles, CA – March 21, 2025 – AXIL Brands, Inc. (“AXIL” or the “Company) (NYSE American: AXIL), a leader in innovative hearing protection, hearing enhancement, and Bluetooth®/wireless technology, today announced its strategic focus on expanding offline retail presence and |
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March 21, 2025 |
Financial Statements and Exhibits, Other Events 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): March 21, 2025 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 N |
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January 8, 2025 |
Office Lease Agreement dated October 15, 2024 between New Lion Enterprises LLC and AXIL Brands, Inc. Exhibit 99.1 OFFICE LEASE AGREEMENT FOR 9150 WILSHIRE BOULEVARD NEW LION ENTERPRISES LLC, AS LANDLORD AND AXIL BRANDS, INC., AS TENANT The submission of this document for examination does not constitute an option or offer to lease space. This document shall have no binding effect on the parties unless executed by the Landlord and the executed copy is delivered to the Tenant. 9150 Wilshire Boulevar |
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January 8, 2025 |
AXIL Brands Reports Second Quarter Fiscal Year 2025 Financial Results AXIL Brands Reports Second Quarter Fiscal Year 2025 Financial Results LOS ANGELES, January 8, 2025 (GLOBE NEWSWIRE) – AXIL Brands, Inc. |
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January 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41958 AXIL Brands, Inc. |
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January 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): January 8, 2025 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 |
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January 8, 2025 |
Form of Restricted Stock Award Agreement (2024) (2022 Equity Incentive Plan) Exhibit 10.3 AXIL BRANDS, INC. 2022 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the AXIL Brands, Inc. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”). Participant’s Name: (the “Participant”) |
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December 18, 2024 |
Exhibit 10.1 AXIL BRANDS, INC. 2022 EQUITY INCENTIVE PLAN (Amended and Restated Effective as of December 18, 2024) AXIL BRANDS, INC. 2022 EQUITY INCENTIVE PLAN (Amended and Restated Effective as of December 18, 2024) ARTICLE I. PREAMBLE 1.1. This 2022 Equity Incentive Plan of AXIL Brands, Inc. (the “Company”) is intended to secure for the Company and its Affiliates the benefits arising from owners |
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December 18, 2024 |
As filed with the Securities and Exchange Commission on December 18, 2024 As filed with the Securities and Exchange Commission on December 18, 2024 Registration No. |
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December 18, 2024 |
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) Delaware 001-41958 47-4125218 (State or other jurisdiction of incorporation) (Commission Fil |
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December 18, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) AXIL Brands, Inc. |
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December 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 12, 2024 AXIL BRANDS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-41958 47-4125218 (State or other jurisdiction of incorporation) (Commission Fil |
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December 12, 2024 |
Investor Presentation (December 2024). Exhibit 99.1 |
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November 12, 2024 |
Stock Purchase Agreement relating to 2,000,000 shares of Preferred Stock. EX-99.1 2 axil-20241112sc13dex99z1.htm EXHIBIT 99.1 |
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November 12, 2024 |
AXIL / AXIL Brands, Inc. / Brown Jeffrey B. - SC 13D Activist Investment SC 13D/A 1 axil-20241112sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* AXIL BRANDS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title |
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October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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October 18, 2024 |
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 17, 2024 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 |
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October 15, 2024 |
AXIL / AXIL Brands, Inc. / Brown Jeffrey B. - SC 13D Activist Investment SC 13D 1 axil-20241015sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* AXIL BRANDS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of |
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October 15, 2024 |
AXIL / AXIL Brands, Inc. / TOGHRAIE JEFF - SC 13D/A Activist Investment SC 13D/A 1 axil-20241015sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 6)* AXIL BRANDS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Tit |
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October 15, 2024 |
Purchase Agreements relating to Common Stock. EX-99.1 2 axil-20241015sc13dex99z1.htm EXHIBIT 99.1 |
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October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41958 AXIL Brands, Inc. |
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October 10, 2024 |
As filed with the Securities and Exchange Commission on October 10, 2024 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. |
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October 10, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 10, 2024 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 |
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October 10, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) AXIL Brands, Inc. |
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October 10, 2024 |
Form of Stock Option Agreement (2024) (2022 Equity Incentive Plan). AXIL BRANDS, INC. 2022 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Unless otherwise defined herein, capitalized terms in this Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the AXIL BRANDS, INC. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTION GRANT Participant’s Name: «OptionHolder» (the “Participant”) Address: |
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October 10, 2024 |
AXIL BRANDS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS Exhibit 99.1 AXIL Brands, Inc. Reports First Quarter Fiscal Year 2025 Financial Results LOS ANGELES, October 10, 2024 (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, today announced financial and operat |
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August 16, 2024 |
AXIL / AXIL Brands, Inc. / TOGHRAIE JEFF - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 5)* AXIL BRANDS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 76151R206 (CUSIP |
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August 15, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 15, 2024 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 |
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August 15, 2024 |
Description of the Company’s Registered Securities Exhibit 4.1 DESCRIPTION OF AXIL BRANDS, INC. COMMON STOCK August 2024 The following summarizes the terms and provisions of the common stock of AXIL Brands, Inc., a Delaware corporation (the “Company”), which common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following summary does not purport to be complete and is qualified in i |
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August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-41958 AXIL BRANDS, INC. (Exact name |
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August 15, 2024 |
Exhibit 21.1 AXIL BRANDS, INC. List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation AXIL Distribution Company Delaware |
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August 15, 2024 |
Form of Common Stock Certificate of AXIL Brands, Inc. Exhibit 4.2 Form of Common Stock Certificate of AXIL Brands, Inc. |
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August 15, 2024 |
Exhibit 97.1 CLAWBACK POLICY OFFICER ACKNOWLEDGEMENT AND AGREEMENT PERTAINING TO CLAWBACK POLICY This Acknowledgement and Agreement (the “Acknowledgement”) is delivered by the undersigned officer (“Executive”), as the date set forth below, to AXIL Brands, Inc., a Delaware corporation (the “Company”). Executive is an officer (as defined under Section 16 of the Securities Exchange Act of 1934, as am |
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August 15, 2024 |
AXIL BRANDS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS AXIL Brands, Inc. Reports Record Fiscal Year 2024 Financial Results LOS ANGELES, August 15, 2024 (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, today announced financial and operational results for fis |
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May 29, 2024 |
Consulting Agreement, dated May 28, 2024, between AXIL Brands, Inc. and Monica Diaz Brickell Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) made this 28th day of May 2024 by and between AXIL Brands, Inc. (f/k/a Reviv3 Procare Company), (the “Company”) and Monica Diaz Brickell (“Consultant”) (together, the “Parties”). RECITALS The Company, along with several of its affiliates (collectively, the “Affiliates”), are engaged in the business of manufacturing and m |
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May 29, 2024 |
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): May 28, 2024 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 Num |
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May 29, 2024 |
Exhibit 10.1 SEPARATION AGREEMENT AND RELEASE This is a Separation Agreement and Release (“Agreement”) between the AXIL Brands, Inc. (f/k/a Reviv3 Procare Company), (the “Company”) and Monica Diaz Brickell (“Executive”) (together, the “Parties”). WHEREAS, this Agreement is the product of mutual negotiation and compromise between the Company and Executive, and it is intended by Company and Executiv |
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May 7, 2024 |
Exhibit 99.1 Video Script AXIL Brands is listed on the NYSE American exchange. The company is a world leader in All-In-One hearing protection and enhancement technology. AXIL’s innovations have created a streamlined, growing, profitable business addressing a relatively untapped 84 billion dollar market. Management’s focus on fundamentals has paved the way for a recent stock buyback, reducing fully |
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May 7, 2024 |
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): May 7, 2024 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 Numb |
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May 3, 2024 |
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): April 29, 2024 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 N |
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April 24, 2024 |
EX-99 3 rviv-20240424sc13dex99z2.htm EX-99 Exhibit 99.2 REPURCHASE AGREEMENT This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2024 (the “Effective Date”) by and between INTREPID GLOBAL ADVISORS, INC. a Delaware corporation (the “Company”), and GARRETT A WILLIAMS TTEE – GMW TRUST (the “Stockholder”). The parties are sometimes referred to herein individually by n |
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April 24, 2024 |
AXIL / AXIL Brands, Inc. / TOGHRAIE JEFF - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D / A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 4)* AXIL BRANDS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 76151R206 (CU |
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April 24, 2024 |
EX-99 2 rviv-20240424sc13dex99z1.htm EX-99 Exhibit 99.1 REPURCHASE AGREEMENT This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2024 (the “Effective Date”) by and between INTREPID GLOBAL ADVISORS, INC. a Delaware corporation (the “Company”), and DAVID PYNE TTEE – D&B TRUST (the “Stockholder”). The parties are sometimes referred to herein individually by name or a |
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April 10, 2024 |
AXIL BRANDS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS AXIL Brands, Inc. Reports Third Quarter Fiscal Year 2024 Financial Results LOS ANGELES, April 9, 2024 (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, today announced financial and operational results fo |
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April 10, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): April 10, 2024 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 N |
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April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41958 AXIL Brands, Inc. |
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March 21, 2024 |
EX-99.1 2 rviv-20240321sc13dex99z1.htm EXHIBIT 99.1 Exhibit 99.1 REPURCHASE AGREEMENT This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 19, 2024 (the “Effective Date”) by and between Intrepid Global Advisors, Inc., a Delaware corporation (the “Company”), and Ray Bori (the “Stockholder”). The parties are sometimes referred to herein individually by name or as a “Part |
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March 21, 2024 |
AXIL / AXIL Brands, Inc. / TOGHRAIE JEFF - SC 13D Activist Investment SC 13D 1 rviv-20240321sc13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3)* AXIL BRANDS, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of |
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March 11, 2024 |
Exhibit 10.2 REPURCHASE AGREEMENT This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2024 (the “Effective Date”) by and between AXIL Brands, Inc., a Delaware corporation (the “Company”), and L GRANT FOSTER TTEE - THE WILLIAMS FAMILY IRREVOCABLE TRUST (the “Stockholder”). The parties are sometimes referred to herein individually by name or as a “Party,” and collect |
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March 11, 2024 |
Repurchase Agreement, dated March 5, 2024, by and between AXIL Brands, Inc. and Teton 360, LLC Exhibit 10.1 REPURCHASE AGREEMENT This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2024 (the “Effective Date”) by and between AXIL Brands, Inc., a Delaware corporation (the “Company”), and TETON 360, LLC (the “Stockholder”). The parties are sometimes referred to herein individually by name or as a “Party,” and collectively as the “Parties.” RECITALS WHEREAS, the |
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March 11, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 5, 2024 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 Nu |
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February 15, 2024 |
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): February 14, 2024 AXIL BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission Fil |
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February 15, 2024 |
Amendment to the 2022 Equity Incentive Plan (effective as of February 14, 2024) Exhibit 10.1 FIRST AMENDMENT TO THE 2022 EQUITY INCENTIVE PLAN OF REVIV3 PROCARE COMPANY The Reviv3 Procare Company 2022 Equity Incentive Plan (the “Plan”), is hereby amended as follows, effective February 14, 2024: 1. Section 1.3 of the Plan is hereby amended and restated in its entirety to provide as follows: “The Company’s Board of Directors adopted the original Plan on March 21, 2022, subject |
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February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REVIV3 PROCARE COMPANY* (Exact name of registrant as specified in its charter) Delaware (State of Incorporation or Organization) 47-4125218 (I.R.S. Employer Identification No.) 901 Fremont Avenue, |
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February 12, 2024 |
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): February 9, 2024 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission |
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February 12, 2024 |
Exhibit 99.1 REVIV3 Announces Uplist to the NYSE American Exchange and Corporate Name Change to “AXIL Brands, Inc.” Trading on NYSE American Expected to be Effective on or about February 14, 2024, Under symbol “AXIL” LOS ANGELES, CA, February 9, 2024 (GLOBE NEWSWIRE) - Reviv3 Procare Company (“Reviv3,” “we,” “us,” “our,” or the “Company”) (OTCQB: RVIV), an emerging global consumer products company |
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February 12, 2024 |
Exhibit 3.2 AMENDMENT TO THE BYLAWS OF REVIV3 PROCARE COMPANY AMENDMENT NO. 1 Article I of the Bylaws of Reviv3 Procare Company, a Delaware Corporation (the “Company”) is hereby amended to include an additional provision: “1.13 Notice of Stockholder Business and Nominations. i. Annual Meeting. a. Nominations of persons for election to the Board of the Corporation and the proposal of business to be |
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February 12, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVIV3 PROCARE COMPANY REVIV3 PROCARE COMPANY (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the |
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February 6, 2024 |
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): January 31, 2024 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission |
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January 16, 2024 |
CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVIV3 PROCARE COMPANY REVIV3 PROCARE COMPANY (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. |
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January 16, 2024 |
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): January 12, 2024 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission |
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January 16, 2024 |
REVIV3 PREPARES FOR NYSE AMERICAN LISTING WITH REVERSE STOCK SPLIT 1-for-20 Reverse Stock Split Intended to Meet NYSE American Listing Requirements LOS ANGELES, CA, January 16, 2024 (GLOBE NEWSWIRE) - Reviv3 Procare Company (“Reviv3,” “we,” “us,” “our,” or the “Company”) (OTCQB: RVIV), an emerging global consumer products company for AXIL® hearing protection and enhancement products and Reviv3® hair and skin care products, today announced that on January 12, 2024, it filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to effect a one (1) for twenty (20) reverse stock split of its common stock, par value $00001 per share (the “Common Stock”, effective as of 12:01 a. |
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January 4, 2024 |
REVIV3 PROCARE COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS REVIV3 Procare Company Reports Record Second Quarter Fiscal Year 2024 Financial Results Net Sales (revenue) increased 25. |
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January 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56351 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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January 4, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): January 4, 2024 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38112 43-1985966 (State or other jurisdiction of incorporation) (Commission |
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December 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary information statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive information statement Reviv3 Procare Company (Name of Registrant as Specified in its Charter) Payment of Filing Fee (Check the appropriate box): ☒ No fee required ☐ Fee paid previously with preliminary materials. |
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November 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary information statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive information statement Reviv3 Procare Company (Name of Registrant as Specified in its Charter) Payment of Filing Fee (Check the appropriate box): ☒ No fee required ☐ Fee paid previously with preliminary materials. |
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October 27, 2023 |
EX-99.5 3 rviv-20231027sc13dex99z5.htm EXHIBIT 99.5 VOTING AGREEMENT AND IRREVOCABLE PROXY THIS VOTING AGREEMENT AND IRREVOCABLE PROXY (“Agreement”) is entered into as of October 17, 2023, by and between Intrepid Global Advisors, Inc., a Delaware corporation (“IGA”), and the undersigned stockholder (“Stockholder”) of Reviv3 Procare Company, a Delaware corporation (“Company”). IGA and Stockholder a |
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October 27, 2023 |
Joint Filing Agreement, dated as of October 27, 2023, by and among the Reporting Persons. EX-99.4 2 rviv-20231027sc13dex99z4.htm EXHIBIT 99.4 JOINT FILING AGREEMENT AMONG JEFF TOGHRAIE, INTREPID GLOBAL ADVISORS, INC. and DON FRANK NATHANIEL VASQUEZ WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended (the “Act”), only one joint Statement and any amendments thereto need be filed whenever one or more persons are required to file such a State |
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October 27, 2023 |
RVIV / Reviv3 Procare Co / TOGHRAIE JEFF - SC 13D/A Activist Investment SC 13D/A 1 rviv-20231027sc13d.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-2(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 2)* REVIV3 PROCARE COMPANY (Name of Issuer) Common Stock, $0.0001 par value per share |
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October 13, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 13, 2023 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38112 43-1985966 (State or other jurisdiction of incorporation) (Commission |
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October 13, 2023 |
REVIV3 PROCARE COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS Exhibit 99.1 REVIV3 Procare Company Reports Financial Results for the First Quarter of Fiscal Year 2024 ● Net Sales (revenue) up 44.1% for the quarter ended August 31, 2023, as compared to the prior year period. ● Gross Profit (as a percentage of Net Sales) was 76.1% as compared to 77.5% in the prior year period. ● Operating expenses as a percentage of Net Sales was 73.3% compared to 72.8% in the |
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October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56351 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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August 30, 2023 |
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Exhibit 99.1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS *** 1. Membership. 1.1. The Audit Committee (the “Committee”) of the board of directors (the “Board”) of Reviv3 Procare Company, a Delaware corporation (the “Company”), shall consist of two or more directors while the Company is a Smaller Reporting Company as defined in Item 10(f) of Regulation S-K and three or more directors af |
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August 30, 2023 |
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): August 24, 2023 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38112 43-1985966 (State or other jurisdiction of incorporation) (Commission |
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August 30, 2023 |
CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS Exhibit 99.2 CHARTER OF THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS *** 1. Membership. 1.1. The Nominating and Corporate Governance Committee (the “Committee”) of the board of directors (the “Board”) of Reviv3 Procare Company, a Delaware corporation (the “Company”), shall consist of two or more directors. As applicable, each member of the Committee shall be independ |
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August 30, 2023 |
Code of Business Conduct and Ethics Exhibit 14.1 CODE OF BUSINESS CONDUCT AND ETHICS *** Introduction It is the policy of Reviv3 Procare Company, a Delaware corporation and its subsidiaries (collectively, the “Company”) that our business be conducted in accordance with the highest moral, legal and ethical standards. Our reputation for integrity is our most important asset and each employee, officer and director must contribute to th |
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August 30, 2023 |
CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS Exhibit 99.3 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS *** 1. Membership. 1.1. The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Reviv3 Procare Company, a Delaware corporation (the “Company”), shall consist of two or more directors. As applicable, each member of the Committee shall be independent in accordance with the requirements of Rul |
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August 22, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): August 22, 2023 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38112 43-1985966 (State or other jurisdiction of incorporation) (Commission |
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August 22, 2023 |
REVIV3 PROCARE COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS Exhibit 99.1 REVIV3 Procare Company Reports Record Fiscal Year 2023 Financial Results ● Net sales (revenue) up 907% to $23.52 million for the fiscal year ended May 31, 2023, as compared to the prior year period without the AXIL® business segment ● Gross profit (as a percentage of sales) increased to 75.3% for the year, as compared to 64.5% for the prior year period ● Operating expenses as a percen |
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August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 000-56351 REVIV3 PROCARE COMPANY (Exact |
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August 21, 2023 |
Exhibit 10.9 REVIV3 PROCARE CO. 2022 EQUITY INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms in the Stock Option Agreement (the “Option Agreement”) have the same meanings as defined in the REVIV3 PROCARE CO. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”). I. NOTICE OF STOCK OPTION GRANT Participant’s Name: «OptionHolder» (the “Particip |
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August 21, 2023 |
Exhibit 10.11 REVIV3 PROCARE CO. 2022 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNITS GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Units Grant and the attached Restricted Stock Units Grant Agreement shall have the same defined meanings as in the REVIV3 PROCARE CO. 2022 Equity Incentive Plan (as amended from time to time) (the “Plan”). Participant’s Name |
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August 21, 2023 |
Exhibit 10.10 REVIV3 PROCARE CO. 2022 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK GRANT Capitalized but otherwise undefined terms in this Notice of Restricted Stock Grant and the attached Restricted Stock Grant Agreement shall have the same defined meanings as in the REVIV3 PROCARE CO. 2022 Equity Incentive Plan (as amended from time to time)(the “Plan”). Participant’s Name: (the “Participant |
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May 17, 2023 |
RVIV / Reviv3 Procare Co / TOGHRAIE JEFF - SC 13D AMENDMENT NO. 1 Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. |
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April 27, 2023 |
Reviv3 Announces Appointment of New Chief Financial Officer Exhibit 99.1 Reviv3 Announces Appointment of New Chief Financial Officer Los Angeles, California, April 25, 2023 (GLOBE NEWSWIRE) – Reviv3 Procare Company (“Reviv3” or the “Company”) (OTCQB: RVIV), an emerging global e-commerce consumer products company, announced the appointment of Monica Diaz Brickell as its Chief Financial Officer effective immediately. Ms. Brickell will succeed Meenu Jain who |
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April 27, 2023 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2023, by and between Reviv3 Procare Company, a Delaware corporation (the “Company”), and Monica Diaz Brickell, a California resident (the “Executive”). The Company desires to employ Executive as its Chief Financial Officer, and the parties desire to enter into |
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April 27, 2023 |
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): April 21, 2023 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 001-38112 43-1985966 (State or other jurisdiction of incorporation) (Commission F |
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April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56351 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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March 3, 2023 |
Form of Securities Purchase Agreement EXHIBIT A Form of Securities Purchase Agreement THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF COMMON STOCK RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) AND/OR RULE 506 OF REGULATION D (“REGULATION D”) AS PROMULGATED BY THE U. |
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March 3, 2023 |
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): February 28, 2023 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commissio |
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January 10, 2023 |
Exhibit 10.4 |
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January 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56351 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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January 10, 2023 |
REVIV3 PROCARE COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS Reviv3 Procare Delivers Record Second Quarter Fiscal 2023 Revenue and Earnings · Record second quarter 2023 revenues of $6. |
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January 10, 2023 |
Form of Securities Purchase Agreement Exhibit 10.5 EXHIBIT A Form of Securities Purchase Agreement THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES TO AN OFFERING OF COMMON STOCK RELYING UPON ONE OR MORE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES LAWS PURSUANT TO SECTION 4(2) AND/OR RULE 506 OF REGULATION D (“REGULATION D”) AS PROMULGATED BY THE U.S. SECURITIES AND EXCHANGE COMMISSIO |
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January 10, 2023 |
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): January 10, 2023 REVIV3 PROCARE COMPANY (Exact name of Registrant as Specified in its Charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission |
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November 9, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 7, 2022 REVIV3 PROCARE COMPANY (Exact name of Registrant as Specified in its Charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission |
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November 9, 2022 |
EX-10.1 2 rviv-202211098kex10z1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NUMBER 1 TO VOTING AGREEMENT THIS AMENDMENT NUMBER 1 TO VOTING AGREEMENT (this “Amendment”) is made effective as of November 7, 2022, and amends that certain Voting Agreement, effective as of June 16, 2022 (the “Voting Agreement”), by and among Reviv3 Procare Company, a Delaware corporation (the “Company”), Intrepid Global Adv |
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November 2, 2022 |
Reviv3 Procare Strengthens Executive Leadership Team with Appointment of New Chief Financial Officer EX-99.1 3 rviv-202211018kex99z1.htm EXHIBIT 99.1 Exhibit 99.1 Reviv3 Procare Strengthens Executive Leadership Team with Appointment of New Chief Financial Officer LOS ANGELES, Nov. 01, 2022 (GLOBE NEWSWIRE) - Reviv3 Procare Company (OTCQB: RVIV), is pleased to announce the appointment of Ms. Meenu Jain to the position of Chief Financial Officer (CFO), effective today. Jeff Toghraie, Chairman and C |
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November 2, 2022 |
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): November 1, 2022 REVIV3 PROCARE COMPANY (Exact name of Registrant as Specified in its Charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission |
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November 2, 2022 |
EX-10.1 2 rviv-202211018kex10z1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2022, by and between Reviv3 Procare Company, a Delaware corporation (the “Company”), and Meenu Jain, a California resident (the “Executive”). The Company desires to employ Executive as its Chief Financial Offi |
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October 13, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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 12, 2022 REVIV3 PROCARE COMPANY (Exact name of Registrant as Specified in its Charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission |
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October 13, 2022 |
Exhibit 99.1 Reviv3 Procare Delivers Record First Quarter Fiscal 2023 Financial Results ? Generated record first quarter revenues of $4.2 million, up 405% year-over-year. ? Gross profit increased to $3.3 million compared to $0.47 million for the same comparable period. ? Total net increase in cash of over $1.8 million. ? Net income before provisions for income tax of $0.25 million compared to a lo |
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October 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56351 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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October 12, 2022 |
Exhibit 10.2 |
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September 9, 2022 |
RVIV / Reviv3 Procare Co / TOGHRAIE JEFF - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. |
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August 25, 2022 |
Exhibit 3.3 State of Delaware Secretary of State Division of Corporations Delivered 11:51 AM 06/13/2022 FILED 11:51 AM 06/13/2022 SR 20222701005 - File Number 5752771 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVIV3 PROCARE COMPANY REVIV3 PROCARE COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State |
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August 25, 2022 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): August 25, 2022 REVIV3 PROCARE COMPANY (Exact name of Registrant as Specified in its Charter) Delaware 000-56351 47-4125218 (State or other jurisdiction of incorporation) (Commission |
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August 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 000-56351 REVIV3 PROCARE COMPANY (Exact |
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August 25, 2022 |
EX-99.1 2 rviv-202208258kex99z1.htm EXHIBIT 99.1 Exhibit 99.1 Reviv3 Procare Reports Record 2022 Financial Results and Provides Business Updates Record Fiscal Year 2022 revenue of $2.3 Million reflects 43% year-over-year growth. Company expects revenue for Q1 ending August 31, 2022 exceeding $3.4 Million, a substantial increase compared to the same prior year period, primarily as a result of the p |
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August 25, 2022 |
Exhibit 10.7 SBA Loan #8237657409 Application #3600109668 U.S. Small Business Administration Security Agreement SBA Loan #: 8237657409 Borrower: REVIV3 PROCARE COMPANY Secured Party: The Small Business Administration, an Agency of the U.S. Government Date: 05.18.2020 Note Amount: $150,000.00 1. DEFINITIONS. Unless otherwise specified, all terms used in this Agreement will have the meanings ascribe |
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August 25, 2022 |
Exhibit 10.5 SBA Loan #8237657409 Application #3600109668 U.S. Small Business Administration Economic Injury Disaster Loan LOAN AUTHORIZATION AND AGREEMENT Date: 05.18.2020 (Effective Date) On the above date, this Administration (SBA) authorized (under Section 7(b) of the Small Business Act, as amended) a Loan (SBA Loan #8237657409) to REVIV3 PROCARE COMPANY (Borrower) of 9480 TELSTAR AVE STE 5 EL |
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August 25, 2022 |
Exhibit 10.2.1 FIRST AMENDMENT TO LEASE This First Amendment to Lease (the “First Amendment”) is dated for reference purposes the 12th day of September, 2019 and is entered into by and between ACEM, LLC, a California limited liability company (“Landlord”), and REVIV3 PORCARE COMPANY, a Delaware corporation (“Tenant”), with reference to the following recitals. R E C I T A L S: A. On or about Septem |
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August 25, 2022 |
Description of the Company’s Registered Securities Exhibit 4.1 DESCRIPTION OF REVIV3 PROCARE COMPANY COMMON STOCK August 2022 The following summarizes the terms and provisions of the common stock of Reviv3 Procare Company, a Delaware corporation (the “Company”), which common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following summary does not purport to be complete and is qu |
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August 25, 2022 |
Second Draw Paycheck Protection Program Term Note, dated February 7, 2021 Exhibit 10.4 NOTE SBA Loan # 2202638402 SBA Loan Name REVIV3 PROCARE COMPANY Date February 7, 2021 Loan Amount $6,300.00 Interest Rate 1% Borrower REVIV3 PROCARE COMPANY Operating Company N/A Lender ConnectOne Bank 1. PROMISE TO PAY: In return for the Loan, Borrower promises to pay to the order of Lender the amount of Six Thousand Three Hundred Dollars ($6,300.00), interest on the unpaid principal |
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August 25, 2022 |
Exhibit 21.1 REVIV3 PROCARE COMPANY List of Subsidiaries Name of Subsidiary Jurisdiction of Incorporation Reviv3 Acquisition Corporation Delaware |
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August 25, 2022 |
Form of Option Award Agreement Exhibit 10.9 REVIV3 PROCARE COMPANY 2022 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT Name of Participant: Address: You have been granted an option to purchase Common Stock of Reviv3 Procare Company, a Delaware corporation (the “Company”), as follows: 1. Date of Option Grant 2. Type of Stock Option: 3. Maximum Number of Shares for which this Option is Exercisable: 4. Exercise Price Per share |
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August 25, 2022 |
Exhibit 10.6 SBA Loan #8237657409 Application #3600109668 U.S. Small Business Administration NOTE (SECURED DISASTER LOANS) Date: 05.18.2020 Loan Amount: $150,000.00 Annual Interest Rate: 3.75% SBA Loan # 8237657409 Application #3600109668 1. PROMISE TO PAY: In return for a loan, Borrower promises to pay to the order of SBA the amount of one hundred and fifty thousand and 00/100 Dollars ($150,000.0 |
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August 25, 2022 |
Equity Incentive Plan (March 2022) Exhibit 10.8 REVIV3 PROCARE COMPANY EQUITY INCENTIVE PLAN March 2022 2022 Equity Incentive Plan REVIVE PROCARE CO. TABLE OF CONTENTS ARTICLE I. PREAMBLE 1 ARTICLE II. DEFINITIONS 1 ARTICLE III. ADMINISTRATION 7 ARTICLE IV. INCENTIVE STOCK OPTIONS 11 ARTICLE V. NONQUALIFIED STOCK OPTIONS 13 ARTICLE VI. INCIDENTS OF STOCK OPTIONS 14 ARTICLE VII. RESTRICTED STOCK 16 ARTICLE VIII. STOCK AWARDS 18 ARTI |
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July 7, 2022 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2022 (June 16, 2022) REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 33-220846 47-4125218 (State or other jurisdicti |
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July 7, 2022 |
EX-99.1 2 rviv-202206168ka1ex99z1.htm EXHIBIT 99.1 Exhibit 99.1 AXIL & ASSOCIATED BRANDS CORP. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 AND 2020 INDEX TO FINANCIAL STATEMENTS December 31, 2021 and 2020 CONTENTS Report of Independent Registered Public Accounting Firm Pages F-1 Financial Statements: Consolidated Balance Sheets – As of December 31, 2021 and 2020 Page F-2 Consolidated State |
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July 7, 2022 |
INDEX TO FINANCIAL STATEMENTS March 31, 2022 Exhibit 99.2 INDEX TO FINANCIAL STATEMENTS March 31, 2022 CONTENTS Financial Statements: Consolidated Balance Sheets - As of March 31, 2022 (Unaudited) and December 31, 2021 F-1 Unaudited Consolidated Statement of Operations - For the three months ended March 31, 2022 and 2021 F-2 Unaudited Consolidated Statement of Changes in Stockholders? Equity (Deficit)- For the three months ended March 31, 20 |
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July 7, 2022 |
REVIV3 PROCARE PRO-FORMA FINANCIAL STATEMENTS REVIV3 PROCARE EX-99.3 4 rviv-202206168ka1ex99z3.htm EXHIBIT 99.3 Exhibit 99.3 REVIV3 PROCARE PRO-FORMA FINANCIAL STATEMENTS REVIV3 PROCARE CONTENTS PAGE 1 UNAUDITED PRO-FORMA CONDENSED COMBINED BALANCE SHEET PAGE 2 UNAUDITED PRO-FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS PAGE 4 Notes to Unaudited Pro Forma Condensed Combined Financial Information REVIV3 PROCARE UNAUDITED PRO FORMA CONDENSED COMBINED BALAN |
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June 22, 2022 |
Reviv3 Closes Acquisition of Substantially All Assets of AXIL & Associated Brands. EX-99.1 5 rviv-202206168kex99z1.htm EXHIBIT 99.1 Exhibit 99.1 Reviv3 Closes Acquisition of Substantially All Assets of AXIL & Associated Brands. LOS ANGELES, CA and SALT LAKE CITY, June 22, 2022 - Reviv3 Procare Company (OTCQB:RVIV) today announced that it has successfully completed the previously announced acquisition of substantially all assets of AXIL & Associated Brands, a leading provider of |
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June 22, 2022 |
EX-10.2 3 rviv-202206168kex10z2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT This AMENDMENT NUMBER 1 TO Asset Purchase Agreement (this "Amendment") is made effective as of June 10, 2022 and amends that certain Asset Purchase Agreement dated May 1, 2022 (the “Purchase Agreement”), by and among (a) Reviv3 Procare Company, a Delaware corporation, (b) Reviv3 Acquisition |
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June 22, 2022 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT among REVIV3 PROCARE COMPANY, REVIV3 ACQUSITION CORPORATION, AXIL & ASSOCIATED BRANDS CORP., and CERTAIN STOCKHOLDERS OF AXIL & ASSOCIATED BRANDS CORP. May 1, 2022 Table of Contents Page ARTICLE 1: DEFINITIONS 1 1.1 Definitions 1 1.2 Accounting Terms 1 ARTICLE 2: PURCHASE AND SALE 2 2.1 Purchase and Sale of Assets 2 2.2 Assumption and Retention of Liabilities |
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June 22, 2022 |
Exhibit 10.3 VOTING AGREEMENT This Voting Agreement (this “Agreement”) is entered into effective as of June 16, 2022 (the “Effective Date”) by and between Reviv3 Procare Company, a Delaware corporation (the “Company”), Intrepid Global Advisors, a Delaware corporation (“Intrepid”), and Axil & Associated Brands Corp., a Delaware corporation (“Axil”), with reference to the following: A. On the Effect |
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June 22, 2022 |
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): June 22, 2022 (June 16, 2022) REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 33-220846 47-4125218 (State or other jurisdiction (Commission File |
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May 23, 2022 |
DEF 14C 1 rviv-2022052314cdef.htm DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 REVIV3 PROCARE COMPANY (Name of Registrant as Specified In Its Charter) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commissi |
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May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 REVIV3 PROCARE COMPANY (Name of Registrant as Specified In Its Charter) Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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May 5, 2022 |
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): May 5, 2022 (May 1, 2022) REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 333-220846 47-4125218 (State or other jurisdiction (Commission File Nu |
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May 5, 2022 |
Exhibit 99.1 Reviv3 Announces Agreement to Acquire Substantially All Assets of AXIL & Associated Brands, a Leading provider of Hearing Protection and Enhancement Products. LOS ANGELES, Calif. and SALT LAKE CITY, UT - May 5, 2022 - Reviv3 Procare (OTCQB: RVIV) today announced a definitive agreement to acquire substantially all the assets of AXIL & Associated Brands Corp., a leader in hearing protec |
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May 5, 2022 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT among REVIV3 PROCARE COMPANY, REVIV3 ACQUSITION CORPORATION, AXIL & ASSOCIATED BRANDS CORP., and CERTAIN STOCKHOLDERS OF AXIL & ASSOCIATED BRANDS CORP. May 1, 2022 Table of Contents Page ARTICLE 1: DEFINITIONS 1 1.1 Definitions 1 1.2 Accounting Terms 1 ARTICLE 2: PURCHASE AND SALE 2 2.1 Purchase and Sale of Assets 2 2.2 Assumption and Retention of Liabilities 4 |
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April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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January 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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October 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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October 4, 2021 |
8-A12G 1 rviv-8a12g.htm FORM 8-A12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 47-4125218 (State of incorporation or organization) (I.R.S. Employer Ident |
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August 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2021 Commission file number: 333-220846 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 47-4125218 (State or other jurisdiction of incorporation or organizat |
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April 14, 2021 |
Quarterly Report - FORM 10-Q FOR PERIOD ENDING FEBRUARY 28, 2021 10-Q 1 rviv-2021022810q.htm FORM 10-Q FOR PERIOD ENDING FEBRUARY 28, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2021 o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For t |
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January 12, 2021 |
Quarterly Report - FORM 10-Q FOR PERIOD ENDED NOVEMBER 30, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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October 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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August 21, 2020 |
Annual Report - FORM 10- FOR PERIOD ENDING MAY 31, 2020 10-K 1 rviv-2020053110k.htm FORM 10- FOR PERIOD ENDING MAY 31, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2020 Commission file number: 333-220846 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 4 |
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April 7, 2020 |
RVIV / Reviv3 Procare Co 10-Q - Quarterly Report - FORM 10-Q FOR PERIOD ENDING FEBRUARY 29, 2020 10-Q 1 rviv-2020022910q.htm FORM 10-Q FOR PERIOD ENDING FEBRUARY 29, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For t |
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January 7, 2020 |
RVIV / Reviv3 Procare Co 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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October 2, 2019 |
RVIV / Reviv3 Procare Co 10-Q - Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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July 19, 2019 |
RVIV / Reviv3 Procare Co 10-K/A - Annual Report - FORM 10-K AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2019 Commission file number: 333-220846 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 47-4125218 (State or other jurisdiction of incorpor |
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July 17, 2019 |
RVIV / Reviv3 Procare Co 10-K - Annual Report - FORM 10-K FOR PERIOD ENDED MAY 31, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2019 Commission file number: 333-220846 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 47-4125218 (State or other jurisdiction of incorporation or organizat |
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April 10, 2019 |
RVIV / Reviv3 Procare Co FORM 10-Q FOR PERIOD ENDING FEBRUARY 28, 2019 (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 REVIV3 PROCARE COMPANY (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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February 20, 2019 |
RVIV / Reviv3 Procare Co FORM 10-Q/A (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. |
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February 20, 2019 |
February 20, 2019 Mindy Hooker Division of Corporate Finance Securities and Exchange Commission Washington, D. |
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February 20, 2019 |
RVIV / Reviv3 Procare Co FORM 10-Q/A1 (Quarterly Report) 10-Q/A 1 rviv-2018083110qa1.htm FORM 10-Q/A1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition |
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January 14, 2019 |
RVIV / Reviv3 Procare Co FORM 10-Q FOR PERIOD ENDED NOVEMBER 30, 2018 (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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October 12, 2018 |
RVIV / Reviv3 Procare Co FORM 10-Q FOR PERIOD ENDED AUGUST 31, 2018 (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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August 14, 2018 |
RVIV / Reviv3 Procare Co POST EFFECTIVE AMENDMENT NO. 1 TO S-1 Registration No. 333-220846 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 284 47-4125218 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classif |
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August 10, 2018 |
RVIV / Reviv3 Procare Co FORM 10-K FOR PERIOD ENDED MAY 31, 2018 (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2018 Commission file number 333-220846 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 47-4125218 (State or other jurisdiction of incorporation or organizati |
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April 13, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2018 ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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January 12, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-220846 Reviv3 Procare Company (Exact Name of Registrant as Specified in Its Charter) Delaware 47-4125218 (State or Other Jurisdiction of Incorporation or Organization) (I. |
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December 12, 2017 |
9480 Telstar Avenue., Unit 5 El Monte, CA 90211 9480 Telstar Avenue., Unit 5 El Monte, CA 90211 December 12, 2017 Via Edgar Re: Reviv3 Procare Company Pre-effective Amendment 2 to Registration Statement on Form S-1 Filed December 1, 2017 File No. 333-220846 After careful consideration and To Whom It May Concern: Pursuant to Rule 461 of Regulation C (?Rule 461?) promulgated under the Securities Act of 1933, as amended, Reviv3 Procare Company (th |
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December 1, 2017 |
9480 Telstar Avenue., Unit 5 El Monte, CA 90211 9480 Telstar Avenue., Unit 5 El Monte, CA 90211 December 1, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jay E. Ingram Re: Reviv3 Procare Company Pre-effective Amendment 1 to Registration Statement on Form S-1 Filed November 17, 2017 File No. 333-220846 Ladies and Gentlemen: We, Reviv3 Procare Compa |
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December 1, 2017 |
Registration No. 333-220846 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment #2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 284 47-4125218 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number |
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November 17, 2017 |
Registration No. 333-220846 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment #1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 284 47-4125218 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number |
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November 17, 2017 |
Exhibit 10.2 STANDARD INDUSTRIAL LEASE (Multiple Tenant – Tenant Pays Fixed Monthly Operating Expense Payment and Tenant Pays Tenant’s Share of Real Property Taxes and Insurance Costs Over a Base Year) 1 Basic lease provisions. 1.1 Date for reference purposes: September 28, 2016 1.2 Landlord: The Realty Associates Fund VIII, L.P., a Delaware limited partnership 1.3 Tenant: REVIV3 PROCARE COMPANY a |
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November 17, 2017 |
Form of common stock Certificate of REVIV3 PROCARE COMPANY EX-4.2 2 fs12017a1ex4-2reviv3pro.htm FORM OF COMMON STOCK CERTIFICATE OF REVIV3 PROCARE COMPANY (1) Exhibit 4.2 |
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November 17, 2017 |
9480 Telstar Avenue., Unit 5 El Monte, CA 90211 9480 Telstar Avenue., Unit 5 El Monte, CA 90211 November 17, 2017 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jay E. Ingram Re: Reviv3 Procare Company Registration Statement on Form S-1 filed October 6, 2017 File No. 333-220846 Ladies and Gentlemen: We, Reviv3 Procare Company (the “Company”) are filing |
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October 6, 2017 |
Contribution Agreement between Reviv3 Procare, LLC and Reviv3 Procare Company, dated June 1, 2015 EX-10.1 6 fs12017ex10-1reviv3procare.htm CONTRIBUTION AGREEMENT BETWEEN REVIV3 PROCARE, LLC AND REVIV3 PROCARE COMPANY, DATED JUNE 1, 2015 Exhibit 10.1 REVIV3 PROCARE CONTRIBUTION AGREEMENT This Contribution Agreement (“Agreement”), dated as of June 1, 2015, is made by and between REVIV3 PROCARE, LLC, a Delaware limited liability company (“Transferor”), and REVIV3 PROCARE COMPANY, a Delaware corpo |
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October 6, 2017 |
Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REVIV3 PROCARE COMPANY (Exact name of registrant as specified in its charter) Delaware 284 47-4125218 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identif |
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October 6, 2017 |
Articles of Incorporation filed with the state of Delaware on May 21, 2015 Exhibit 3.1 Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?REVIV3 PROCARE COMPANY?, FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF MAY, A.D. 2015, AT 3:24 O?CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY REC |
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October 6, 2017 |
Exhibit 3.2 BYLAWS OF REVIV3 PROCARE COMPANY Adopted May 21, 2015 TABLE OF CONTENTS Page ARTICLE I ? MEETINGS OF STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meeting 1 1.4 Notice of Stockholders? Meetings 1 1.5 Quorum 2 1.6 Adjourned Meeting; Notice 2 1.7 Conduct of Business 2 1.8 Voting 2 1.9 Stockholder Action by Written Consent Without a Meeting 3 1.10 Record Date for |
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October 6, 2017 |
Certificate of Amendment filed in the state of Delaware on June 9, 2015 Exhibit 3.3 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF REVIV3 PROCARE COMPANY Reviv3 Procare Company, a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify that: 1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on May 21, 2015. 2. The Corpora |