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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 25, 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 25, 2025, the Company authorized the issuance of 175,000 shares of common stock to Charles A. Ross, Jr., the Company’s
Chairman and CEO, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
On
September 25, 2025, the Company authorized the issuance of 175,000 shares of common stock to Corey Lambrecht, the Company’s President,
COO and a director, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
The
issuance of the shares of Common 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
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Bank of America Default Resolution Press Release dated September 26, 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 29, 2025 |
By: |
/s/ Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr. |
| |
|
Chief
Executive Officer |
