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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 28, 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 28, 2025, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with FMW Media
Works LLC (“FMW”), which was fully executed on September 4, 2025.
Pursuant
to the terms of the Consulting Agreement, FMW has agreed to provide certain media and other consulting services to the Company. In exchange
for the services, the Company has agreed to pay FMW $10,000 per month for the twelve month term of the Consulting Agreement and issue
FMW 500,000 shares of the Company’s common stock.
The
foregoing description of the Consulting Agreement is not a complete description of all of the parties’ rights and obligations under
the Consulting Agreement, and is qualified in its entirety by reference to the Consulting 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.
On September 3,
2025, the Company authorized the issuance of 6,667 shares of Series D Convertible Preferred Stock to Eventus Advisory Group LLC for accrued
fees of $50,000 and 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued fees of $150,000.
In
connection with the FMW Consulting Agreement discussed in Item 1.01 above, on September 4, 2025, the Company issued the
500,000 shares of common stock to FMW.
On September 7,
2025, the Company authorized the issuance of 20,000 shares of Series D Convertible Preferred Stock to MZ Digital, LLC for accrued fees
of $150,000 and 4,000 shares of Series D Convertible Preferred Stock for an invoice dated July 23, 2025.
On
September 8, 2025, the Company received a subscription agreement for the purchase of 40,000 shares of Series D Convertible Preferred
Stock at $7.50 per share to an accredited investor for cash consideration of $300,000.
The
issuance of the shares of common stock and 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.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
FMW Consulting Services Agreement dated August 28, 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 8, 2025 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr.
Chief
Executive Officer |
