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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) August 15, 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
1.01. Entry into a Material Definitive Agreement.
On
August 15, 2025, (the “Closing Date”), the Company entered into an Exchange and Settlement Agreement (the “Securities
Exchange Agreement”) with an Agile Capital Funding, LLC (“Agile”).
The
Company previously entered into that certain Business Loan and Security Agreement (the “Loan Agreement”), pursuant to which
Agile extended a term loan to the Company in an original principal amount of $1,347,000 dated November 18, 2024.
Pursuant
to the Securities Exchange Agreement, AREB and Agile exchanged all amounts due pursuant to the Loan Agreement for 414,500 shares of the
Company’s common stock (the “Conversion Shares”), valued at $1.25 per share, and a three-year pre-funded warrant to
purchase 699,680 shares of the Company’s common stock at $0.01 per share (the “Prefunded Warrants), valued at $1.24 per share.
Upon
consummation of the exchange, the Loan Agreement, term note or other advances made thereunder is fully satisfied and terminated and of
no further force and effect. As per the Loan Agreement all rights to collateral and Lien’s granted as part of the Loan Agreements
shall revert back to AREB.
The
Securities Exchange Agreement included representations, warranties and covenants by the Company and Agile that are customary for a transaction
of this type. The Company is required to file a registration statement on Form S-1 to register the Conversion Shares and the shares of
common stock underlying the Prefunded Warrants within 15 business days of the Closing Date. If the Company fails to file the registration
statement within such timeframe, the total number of Prefunded Warrants issuable under the Securities Exchange Agreement shall automatically
increase by an additional 391,133 Prefunded Warrants to effectively increase the balance payable under the Loan Agreement by thirty-five
percent (35%).
The
foregoing description of the Securities Exchange Agreement is not a complete description of all of the parties’ rights and obligations
under the Securities Exchange Agreement, and is qualified in its entirety by reference to the Securities Exchange Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
3.02 Sale of Unregistered Securities.
In
connection with the AGILE Securities Exchange Agreement discussed in Item 1.01 above, on August 18, 2025, the Company authorized the
issuance of the Conversion Shares and Prefunded Warrants.
The
issuance of the Conversion Shares and Prefunded Warrants 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.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
Agile Capital Funding Securities Exchange Agreement dated August 15, 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: August 21, 2025 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr.
Chief
Executive Officer |
