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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 3, 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.
1800
Diagonal Note
On
October 14, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the
“Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount
of $183,280 (the “Note”). An original issue discount of $25,280 and fees of $8,000 were applied on the issuance date, resulting
in net loan proceeds to the Company of $158,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required
to be paid in fifteen payments as follows:
| Payment Date | |
Amount of Payment | |
| November 15, 2025 | |
$ | 20,000.00 | |
| December 15, 2025 | |
$ | 20,000.00 | |
| January 15, 2026 | |
$ | 20,000.00 | |
| February 28, 2026 | |
$ | 20,000.00 | |
| March 15, 2026 | |
$ | 20,000.00 | |
| April 15, 2026 | |
$ | 15,000.00 | |
| May 15, 2026 | |
$ | 15,000.00 | |
| June 15, 2026 | |
$ | 15,000.00 | |
| July 15, 2026 | |
$ | 15,000.00 | |
| August 15, 2026 | |
$ | 15,000.00 | |
| September 15, 2026 | |
$ | 8,529.00 | |
| October 15, 2026 | |
$ | 8,529.00 | |
| November 15, 2026 | |
$ | 8,529.00 | |
| December 15, 2026 | |
$ | 8,529.00 | |
| January 15, 2027 | |
$ | 8,529.00 | |
(a
total payback to the Lender of $217,645.00).
Upon
the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company
will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then
outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date
of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus
(z) any amounts owed to the Lender pursuant to the conversion rights referenced below.
Only
upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note
into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount
of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this
Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which
may be issuable upon conversion of the Note at all times.
The
foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under
the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement,
copies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein
by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
On
October 3, 2025, the Company effectuated a 1-for-20 reverse stock split. On October 14, 2025, in connection with the round lot share
rounding associated with the reverse stock split, the Company issued 4,053,452 shares of common stock to CEDE & Co. for distribution
to stockholders effected by the rounding.
On
October 3, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common
stock. On October 6, 2025, the same holder converted an additional 1,000 shares of Series D Convertible Preferred Stock into 5,000 shares
of common stock.
On
October 10, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common
stock.
The Company currently has 5,421,049 shares of common stock issued and outstanding.
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 |
|
1800 Diagonal Note dated October 14, 2025 |
| 10.2 |
|
1800 Diagonal Securities Purchase Agreement dated October 14, 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 17, 2025 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr. |
| |
|
Chief
Executive Officer |
