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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) February 25, 2026
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.) |
218
3rd Avenue North,
#400
Nashville,
Tennessee |
|
37201 |
| (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.
Streeterville
Capital Funds Release
As
previously disclosed, on June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”)
pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000.
On the Closing Date, Streeterville paid $375,000.00 to the Company and $4,625,000 was sent to an account at Lakeside Bank owned by the
Company’s newly formed wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company, to be held pursuant to the Deposit
Account Control Agreement (“DACA”). On February 25, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank
to release $250,000 from the DACA to the Company.
Streeterville
Exchange Agreements
On
February 25, 2026, the Company entered into five Exchange Agreements (the “Exchanges”) with Streeterville. The Company previously
issued to Streeterville 2,000 shares of Series E Preferred Stock pursuant to that certain Note Purchase Agreement entered into as of
August 22, 2025. Pursuant to the Exchanges, the Company and Streeterville agreed to exchange and convert 490 shares of Series E Preferred
Stock for 2,450,000 shares of common stock.
The
form of Exchanges were identical for each exchange except for the conversion dollar amounts and number of shares converted thereunder.
The
foregoing descriptions of the Exchanges are not a complete description of all of the parties’ rights and obligations under the
Exchanges, and are qualified in its entirety by reference to the Form Exchange Agreement, a copy of which is filed hereto as Exhibit
10.1.
Item
3.02 Unregistered Sales of Equity Securities.
On
February 25, 2026, the Company issued Streeterville 2,450,000 shares of common stock pursuant to the exchanges set forth in Item 1.01
above.
All
of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities
Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made
by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities
as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the
securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Form of Streeterville Series E Preferred Exchange Agreement |
| 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:
March 6, 2026 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr. |
| |
|
Chief
Executive Officer |
