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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) September 16, 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
3.02 Sale of Unregistered Securities.
On
September 16, 2025, the Company issued 12,000 shares of Series D Convertible Preferred Stock, valued at $90,000, to Carter, Terry &
Company Inc. (“Carter Terry”) for partial payment of commissions owed on a recent financing completed by the Company. The
Company agreed to register the shares of common stock underlying conversion of the Series D Preferred Shares within thirty (30) calendar
days. At any time prior to the registration of the Series D Preferred Shares, the Company may elect, in its sole discretion, to satisfy
the $90,000 fee obligation in cash, payable directly to Carter Terry.
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 or an officer of the Company 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.
As
of September 17, 2025, the Company had 10,228,741 shares of common stock issued and outstanding.
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 at the annual meeting of stockholders held on May 20,
2025, 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 September 16, 2025, with the Certificate of Amendment to become effective as of 12:00 a.m.,
Eastern Time, on October 3, 2025 (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 October 3, 2025, 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 October
3, 2025. 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 703.
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
September 23, 2025, 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 October 3, 2025 |
| 99.1 |
|
Reverse Stock Split Press Release dated September 23, 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:
September 23, 2025 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr.
Chief
Executive Officer |
