American Rebel confirms Nasdaq equity rule compliance and new oversight

Rhea-AI Filing Summary

American Rebel Holdings, Inc. (AREB) reported that a Nasdaq Hearings Panel has confirmed the company is now in compliance with Nasdaq Listing Rule 5550(b)(1), which sets the minimum stockholders’ equity requirement for continued listing. The confirmation triggers a mandatory one-year monitoring period beginning November 21, 2025, during which any new failure to meet this equity rule would lead Nasdaq Staff to issue an immediate Delist Determination Letter, without further cure or compliance time, though the company could request a new hearing.

The company cautions that statements about continued compliance, maintaining or enhancing stockholders’ equity, and its growth and operating outlook for 2026 and beyond are forward-looking and subject to risks and uncertainties. American Rebel also disclosed that, effective November 21, 2025, it moved its principal executive office to 218 3rd Avenue North, #400, Nashville, Tennessee 37210.

Insights

Equity Listing & Governance Analyst

AREB regains Nasdaq equity compliance but faces strict one-year monitoring.

American Rebel has confirmed compliance with Nasdaq Listing Rule 5550(b)(1), the minimum stockholders’ equity requirement. This removes the immediate overhang of a prior exception under the Equity Rule and keeps the stock and warrants trading on Nasdaq, which can be important for liquidity and market visibility.

However, the one-year mandatory Panel monitoring period starting on November 21, 2025 introduces tighter oversight. If the company again falls out of compliance with this specific equity rule during that period, Nasdaq Staff must issue a Delist Determination Letter without allowing cure periods or a Staff-level compliance plan, though the company can still seek a new Panel hearing.

The company highlights forward-looking goals around maintaining or enhancing stockholders’ equity and a growth outlook for 2026 and beyond, while warning that actual results may differ materially. The disclosure frames the situation as stabilized for now but with clearly defined consequences should equity levels weaken again under the monitoring framework.

8-K Event Classification

4 items: 3.01, 7.01, 8.01, 9.01

4 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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) November 21, 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.)

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Nasdaq Hearings Panel Confirmation of Compliance with Equity Rule

On November 21, 2025, the Company received a compliance letter from the Nasdaq Hearings Panel (“Panel”) confirming the Company is in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).

In its November 21, 2025 letter, the Panel advised that, based on the Nasdaq Listing Qualifications Staff’s compliance worksheet, American Rebel has satisfied the exception previously granted under the Equity Rule. Under Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory one-year Panel monitoring period beginning on the date of the letter.

If, within the one-year monitoring period, Nasdaq Staff finds the Company again out of compliance with the Equity Rule that was the subject of the exception, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C). The Company’s securities may be at that time delisted from Nasdaq.

This report contains forward-looking statements, including, but not limited to, the Company’s expectations about its continued compliance with Nasdaq’s listing standards (including the Equity Rule and the one-year Panel monitoring period), its ability to maintain or enhance stockholders’ equity, its plans and strategies to create long-term stockholder value, and its growth and operating outlook for 2026 and beyond.. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.

Item 7.01 Regulation FD Disclosure.

On May 2, 2024, the Company issued a press release entitled “American Rebel Holdings, Inc. (NASDAQ: AREB) Receives Nasdaq Panel Determination Confirming Compliance with Minimum Stockholders’ Equity Requirement.” A copy of the press release is attached hereto as Exhibit 99.1.

The press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management’s expectations as of the date hereof. The Company does not undertake any responsibility for the adequacy, accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements.

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.

Item 8.01 Other Information.

Effective November 21, 2025, the Company moved its principal executive office to 218 3^rd Avenue North, #400, Nashville, Tennessee 37210.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Nasdaq Panel Determination Letter Press Release dated November 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: November 24, 2025	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr. Chief Executive Officer

FAQ

What did American Rebel Holdings (AREB) announce regarding its Nasdaq listing?

American Rebel announced that a Nasdaq Hearings Panel confirmed the company is in compliance with Nasdaq Listing Rule 5550(b)(1), the minimum stockholders’ equity requirement for continued listing.

What is the one-year Nasdaq Panel monitoring period for AREB?

Beginning on November 21, 2025, American Rebel is subject to a one-year Panel monitoring period during which any new failure to meet the Equity Rule would prompt a Delist Determination Letter without additional cure time.

What happens if AREB again fails the Nasdaq equity rule during the monitoring period?

If American Rebel again falls out of compliance with the Equity Rule during the monitoring period, Nasdaq Staff will issue a Delist Determination Letter and the company may request a new hearing before a Hearings Panel.

Did American Rebel Holdings (AREB) change its principal executive office address?

Yes. Effective November 21, 2025, American Rebel moved its principal executive office to 218 3rd Avenue North, #400, Nashville, Tennessee 37210.

What forward-looking statements did AREB include in this 8-K?

The company made forward-looking statements about continued compliance with Nasdaq listing standards, its ability to maintain or enhance stockholders’ equity, its plans to create long-term stockholder value, and its growth and operating outlook for 2026 and beyond, all subject to risks and uncertainties.

What exhibit did AREB attach related to the Nasdaq determination?

American Rebel attached Exhibit 99.1, a press release titled “Nasdaq Panel Determination Letter Press Release dated November 24, 2025,” along with Exhibit 104 for the cover page interactive data file.