false
0001648087
0001648087
2025-09-30
2025-09-30
0001648087
AREB:CommonStock0.001ParValueMember
2025-09-30
2025-09-30
0001648087
AREB:CommonStockPurchaseWarrantsMember
2025-09-30
2025-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) September 30, 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
1.01. Entry into a Material Definitive Agreement.
Minority
Membership Interest Purchase Agreement
On
September 30, 2025, the Company entered into a Minority Membership Interest Purchase Agreement (the “Agreement”) with RAEK
Data, LLC, a Delaware limited liability company (“RAEK”). Pursuant to the terms of the Agreement, the Company has agreed
to issue 200,000 shares of Series D Convertible Preferred Stock to RAEK for an aggregate purchase price of $1,500,000 for the purchase
of 79,436 membership units in RAEK representing a 3.0% ownership interest in RAEK. The closing was effective September 30, 2025.
Within
30 business days of the execution of the Agreement, the Company has agreed to prepare and file a registration statement with the SEC
on Form S-1 to register the shares of common stock underlying the Series D Convertible Preferred Stock. The transaction includes a 4.99%
beneficial-ownership blocker with respect to RAEK’s ownership of the Company’s outstanding common stock.
The
foregoing description of the Agreement is not a complete description of all of the parties’ rights and obligations under the Agreement,
and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K.
About
RAEK Data, LLC
RAEK
is a data technology company that provides first-party data collection and identity resolution solutions. Its platform enables businesses
to transform anonymous website traffic into actionable customer profiles, supporting marketing and improved digital performance.
Horberg
Enterprises Securities Purchase Agreement (“SPA”)
On
October 1, 2025, the Company entered into a Securities Purchase Agreement with Horberg Enterprises LP, an accredited investor (“Horberg”),
pursuant to which Horberg purchased 100,000 shares of the Company’s Series D Convertible Preferred Stock for $750,000. Pursuant
to the use of proceeds contained in the SPA, the Company repaid the $500,000 OID Note held by Horberg dated July 31, 2025, with the remaining
$250,000 to be utilized for general working capital. Horberg agreed to limit the amount of common stock received upon conversion of the
Series D Convertible Preferred Stock to less than 4.99% of the total outstanding common stock.
The
foregoing description of the Horberg SPA is qualified in its entirety by reference to the Horberg SPA, a copy of which is filed as Exhibit
10.2 to this Current Report on Form 8-K, and of which is incorporated herein by reference.
Item
3.02 Sale of Unregistered Securities.
On
September 30, 2025, the Company authorized the issuance of the 200,000 shares of Series D Convertible Preferred Stock to RAEK as set
forth in Item 1.01 above.
On
September 30, 2025, the Company authorized the issuance of 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC
for accrued fees in the amount of $150,000.
On
September 30, 2025, the Company received two subscription agreements for the purchase of 70,000 shares of Series D Convertible Preferred
Stock at $7.50 per share to two accredited investors for cash consideration of $525,000.
On
October 2, 2025, the Company authorized the issuance of 100,000 shares of Series D Convertible Preferred Stock for $750,000 pursuant
to the Horberg SPA discussed in Item 1.01 above.
On
October 2, 2025, the Company received subscription agreements for the purchase of 35,000 shares of Series D Convertible Preferred Stock
at $7.50 per share to six accredited investors for cash consideration of $262,500.
The
issuance of the shares of Series D Convertible Preferred Stock will not be registered under the Securities Act of 1933, as amended, in
reliance upon the exemption from the registration requirements of that Act provided by Section 4(a)(2) thereof. The recipients are accredited
investors with the experience and expertise to evaluate the merits and risks of an investment in securities of the Company and the financial
means to bear the risks of such an investment.
Item
7.01 Regulation FD Disclosure.
On
October 2, 2025, the Company issued a press release with respect to the Reverse Stock Split to be effective on October 3, 2025. A copy
of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
The
information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly
set forth by specific reference in such filing to this Item 7.01 of this Current Report.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
RAEK Minority Membership Interest Purchase Agreement dated September 30, 2025 |
| 10.2 |
|
Horberg Securities Purchase Agreement dated October 1, 2025 |
| 99.1 |
|
Reverse Stock Split Press Release #2 dated October 2, 2025 |
| 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 3, 2025 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr.
Chief
Executive Officer |
