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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 24, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective
September 24, 2025, the Company’s board of directors approved amending the certificate of designation of the Company’s Series
D Convertible Preferred Stock to increase the number of authorized shares from 500,000 to 3,000,000. The amended certificate of designation
is attached hereto as Exhibit 4.1.
Item
7.01 Regulation FD Disclosure.
On
September 24, 2025, the Company became aware of an administrative error in the initial reporting of a transaction on Form 4 involving
the sale of 175,000 shares of the Company’s common stock by Corey Lambrecht, President/COO and a director of the Company. The error
inaccurately stated the price per share as $202,387.42, whereas the correct price per share was $1.16, resulting in aggregate gross proceeds
of $202,387.42. This error arose from a clerical mistake in the preparation of the Form 4 filing and did not affect the substance of
the transaction or any material aspects of the Company’s financial position. The Company has taken steps to amend the Form 4 filing
with the Securities and Exchange Commission and confirms that no other transactions were impacted. This disclosure is being made pursuant
to Regulation FD to ensure fair disclosure to all investors.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| |
|
|
| 4.1 |
|
Amended Certificate of Designation of Series D Convertible Preferred Stock dated September 24, 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 25, 2025 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr. |
| |
|
Chief
Executive Officer |
