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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) October 20, 2025
AMERICAN
REBEL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41267 |
|
47-3892903 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
5115
Maryland Way, Suite 303
Brentwood,
Tennessee |
|
37027 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (833) 267-3235
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
AREB |
|
The
Nasdaq Stock Market LLC |
| Common
Stock Purchase Warrants |
|
AREBW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Nasdaq
Hearings Panel Decision
On
October 20, 2025, the Company received a decision letter from the Nasdaq Hearings Panel (“Panel”) granting the Company’s
request to continue its listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the condition that, on or before
November 15, 2025, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).
This decision follows the Company’s hearing before the Panel on September 30, 2025, regarding its non-compliance with the Equity
Rule.
As
previously reported in a Current Report on Form 8-K filed on August 20, 2025, the Company received written notice from Nasdaq’s
Listing Qualifications Department (the “Staff”) indicating that the Company did not timely regain compliance with
the Equity Rule. The Company requested a hearing before the Panel, at which it presented its plan to evidence compliance with the Equity
Rule as of September 30, 2025.
In
its written notice, the Panel stated on or before November 15, 2025, the Company shall demonstrate compliance with the Equity Rule by
filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term
compliance with the Equity Rule, and by providing an indication of its equity following those transactions. The Company may do so by
including in the public filing a balance sheet not older than 60 days with pro forma adjustments for any significant transactions or
events occurring on or before the report date.
The
Panel further stated that during the granted exception period the Company must promptly notify the Panel of any significant developments,
particularly any event, condition or circumstance that may impact its ability to meet the terms of the exception granted by the Panel
and that the Panel reserves the right to reconsider the granted exception in such an instance. The Company is diligently working to timely
satisfy the terms of the Panel’s decision; however, there can be no assurance that the Company will be able to do so. In the event
that the Company is unable to meet the terms of the Panel’s decision, the Company will be subject to delisting from Nasdaq.
This
report contains forward-looking statements, including, but not limited to, the timing of the hearing and the timing of the decision of
the Panel. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied
by such forward-looking statements. In particular, the hearing may be scheduled, and the Panel may issue a decision, more quickly than
expected based on the typical time periods in published Nasdaq guidance, which shorter timeline(s) may be unfavorable for the Company
and the continued listing of the Company’s common stock on The Nasdaq Capital Market. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to
update any forward-looking statement in this report, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
AMERICAN REBEL HOLDINGS, INC. |
| |
|
|
| Date:
October 21, 2025 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr. |
| |
|
Chief Executive Officer |
