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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) January 14, 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.
1800
Diagonal Note
On
January 15, 2026, 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 $181,700 (the “Note”). An original issue discount of $23,700 and fees of $8,000 were applied on the issuance date, resulting
in net loan proceeds to the Company of $150,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required
to be paid in fifteen payments as follows:
| Payment Date | |
Amount
of Payment | |
| February 15, 2026 | |
$ | 21,576.80 | |
| March 15, 2026 | |
$ | 21,576.80 | |
| April 15, 2026 | |
$ | 21,576.80 | |
| May 15, 2026 | |
$ | 21,576.80 | |
| June 15, 2026 | |
$ | 21,576.80 | |
| July 15, 2026 | |
$ | 21,576.80 | |
| August 15, 2026 | |
$ | 9,589.69 | |
| September 15, 2026 | |
$ | 9,589.69 | |
| October 15, 2026 | |
$ | 9,589.69 | |
| November 15, 2026 | |
$ | 9,589.69 | |
| December 15, 2026 | |
$ | 9,589.69 | |
| January 15, 2027 | |
$ | 9,589.69 | |
| February 15, 2027 | |
$ | 9,589.69 | |
| March 15, 2027 | |
$ | 9,589.69 | |
| April 15, 2027 | |
$ | 9,589.68 | |
(a
total payback to the Lender of $215,768.00).
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.
Streeterville
Capital Exchange Agreement
On
January 16, 2026, the Company entered into a third Exchange Agreement (the “Exchange”) with Streeterville Capital, LLC (“Streeterville”).
The
Company previously entered into that certain Secured Promissory Note (the “Note”), with an original issuance date of June
26, 2025 in the principal amount of $5,470,000.
Pursuant
to the Exchange, the Company and Streeterville agreed to partition a new Secured Promissory Note in the original principal amount of
$115,000.00 (the “Partitioned Note”) from the Note and then cause the outstanding balance of the Note to be reduced by an
amount equal to the initial outstanding balance of the Partitioned Note. Concurrently, the Partitioned Note was exchanged for 351,789
shares of the Company’s common stock.
The
foregoing descriptions of the Exchange is not a complete description of all of the parties’ rights and obligations under the Exchange,
and is qualified in its entirety by reference to the Exchange Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report
on Form 8-K.
Silverback
Capital Amended Settlement and Stipulation Agreement
On
January 20, 2026, the Company entered into a second Amendment to Settlement Agreement and Stipulation (the “Amendment”) with
Silverback Capital Corporation (“SCC”), which amended that certain Settlement Agreement and Stipulation dated as of October
28, 2025 (the “Settlement Agreement”). Pursuant to the Amendment, the Company and SCC agreed to lower the Floor Price for
conversions, as defined in Paragraph 9 of the Settlement Agreement, to $0.31 per share.
The
foregoing description of the Amendment and of all of the parties’ rights and obligations under the Amendment is qualified in its
entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K, and of which is
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
January 14, 2026, 1800 Diagonal Lending LLC converted $60,000 of the principal amount owed under the July 7, 2025 promissory note into
133,333 shares of common stock.
On
January 15, 2026, 1800 Diagonal Lending LLC converted $38,250 of the principal amount owed under the July 7, 2025 promissory note into
100,000 shares of common stock.
On
January 16, 2026, the Company issued Streeterville 351,789 shares of common stock pursuant to the Exchange set forth in Item 1.01 above.
On
January 16, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into
132,031 shares of common stock. On the same day, 1800 Diagonal Lending LLC converted the remaining $59,581 of the amount owed under the
July 7, 2025 promissory note into 157,330 shares of common stock.
On
January 20, 2026, SCC requested the issuance of 382,000 shares of Common Stock to SCC, representing a payment of approximately $125,257.80.
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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item
3.03.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In
connection with the corporate action approved by the Company’s stockholders by written consent in lieu of a meeting of stockholders
dated November 25, 2025, a majority of the stockholders of the Company approved a Certificate of Amendment to the Company’s Second
Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of the Company’s
shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of up to 1-for-25 (the “Reverse
Stock Split”), with such ratio to be determined in the sole discretion of the Company’s Board of Directors (the “Board”)
and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at
any time within twelve (12) months of such stockholder approval. The Board set the Reverse Stock Split ratio at 1-for-20 and approved
and authorized the filing of the Certificate of Amendment on January 13, 2026, with the Certificate of Amendment to become effective
as of 12:00 a.m., Eastern Time, on February 2, 2026 (the “Effective Time”).
As
of the date of this Current Report on Form 8-K the Company has NOT received a deficiency notice regarding the bid price rule from
the listing qualifications staff at The Nasdaq Capital Market (“Nasdaq”).
As
a result of the Reverse Stock Split, every twenty (20) shares of the Company’s pre-Reverse Stock Split Common Stock will be combined
into one (1) share of the Company’s post-Reverse Stock Split Common Stock, without any change in par value per share. No fractional
shares will be issued in connection with the Reverse Stock Split and all such fractional interests will be rounded up to the nearest
whole number of shares of Common Stock. Further, no current owner of 100 or more shares will be reduced to less than 100 shares.
The
Reverse Stock Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of Common
Stock for continued listing on Nasdaq. The Reverse Stock Split will be effective at 12:00 a.m., Eastern Time, on February 2, 2026, and
the Common Stock is expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on February
2, 2026. The trading symbol for the common stock will remain “AREB,” and the new CUSIP number of the common stock following
the Reverse Stock Split is 02919L 802.
The
Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent and paying agent for the Reverse Stock
Split.
The
Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s
authorized preferred Stock of 10,000,000 shares remained unchanged. Additionally, the Reverse Stock Split will not affect the par value
of the preferred stock, or previously designated series of preferred stock, except to affect, where applicable, the conversion rates
of such preferred stock. The Reverse Stock Split will have no effect on the voting or conversion rights of the outstanding shares of
Series A Preferred Stock, which shall remain at 1,000:1 and 500:1, respectively, or the conversion rights of the Series C and D Convertible
Preferred Stock, which shall remain at 5:1 (each share of Series C and D Convertible Preferred Stock is convertible into five shares
of Common Stock).
Each
stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result
of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares
and accounting for the fact no current owner of 100 or more shares will be reduced to less than 100 shares. The rights and privileges
of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
In
addition, the Reverse Stock Split will apply to the Common Stock issuable upon the exercise of the Company’s outstanding warrants,
stock options and other derivative securities, with proportionate adjustments to be made to the exercise prices thereof. All outstanding
Company options, warrants, and convertible/derivative securities entitling the holders thereof to purchase shares of Common Stock, if
any, will enable such holders to purchase, upon exercise thereof, fewer of the number of shares of Common Stock which such holders would
have been able to purchase upon exercise thereof immediately preceding the Reverse Stock Split, at the same total price (but a higher
per share price) required to be paid upon exercise thereof immediately preceding the Reverse Stock Split
The
summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
January 21, 2026, the Company issued a press release with respect to the Reverse Stock Split. 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 |
| |
|
|
| 3.1 |
|
Certificate of Amendment to Second Amended and Restated Articles of Incorporation to be effective on February 2, 2026 |
| 10.1 |
|
1800 Diagonal Note dated January 15, 2026 |
| 10.2 |
|
1800 Diagonal Securities Purchase Agreement dated January 15, 2026 |
| 10.3 |
|
Streeterville Exchange Agreement #3 dated January 16, 2026 |
| 10.4 |
|
SB Capital Amendment to Settlement Agreement and Stipulation #2 dated January 20, 2026 |
| 99.1 |
|
Reverse Stock Split Press Release dated January 21, 2026 |
| 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:
January 21, 2026 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr. |
| |
|
Chief
Executive Officer |
