American Rebel (NASDAQ: AREBW) adds consulting deal and new stock

Rhea-AI Filing Summary

American Rebel Holdings reports a new consulting deal and several issuances of unregistered securities. The company entered a Consulting Services Agreement with FMW Media Works under which FMW will provide media and other consulting services for twelve months. As compensation, American Rebel will pay FMW $10,000 per month and has issued 500,000 shares of common stock.

The company also issued and authorized multiple tranches of Series D Convertible Preferred Stock. These include 6,667 shares to Eventus Advisory Group LLC for $50,000 of accrued fees, 20,000 shares to DeMint Law, PLLC for $150,000 of accrued fees, additional shares to MZ Digital, LLC for accrued fees, and 40,000 shares sold to an accredited investor at $7.50 per share for $300,000 in cash. All securities were issued without registration under an exemption for private offerings to accredited or sophisticated investors.

Insights

Capital markets and corporate finance analyst

American Rebel uses stock for services and raises modest cash privately.

American Rebel Holdings is using its equity to pay service providers while also bringing in some cash through a private sale of preferred stock. The FMW Media Works agreement combines a cash retainer of $10,000 per month with 500,000 common shares, which reduces near-term cash outlay but increases the share count.

The Series D Convertible Preferred Stock issuances largely settle accrued fees to advisory, legal, and digital service providers, plus a cash subscription of 40,000 preferred shares at $7.50 per share for $300,000. This structure mixes non-cash compensation with a relatively small capital raise, and the actual impact on common shareholders will depend on the future conversion terms and any resulting dilution disclosed in later filings.

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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.

(d) Exhibits.

Exhibit Number		Description
10.1		FMW Consulting Services Agreement dated August 28, 2025
104		Cover Page Interactive Data File

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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

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FAQ

What consulting agreement did American Rebel (AREBW) enter into?

American Rebel entered a Consulting Services Agreement with FMW Media Works LLC, under which FMW will provide media and other consulting services for a twelve month term.

How is FMW being compensated under the American Rebel (AREBW) consulting deal?

FMW will receive $10,000 per month for twelve months and has been issued 500,000 shares of American Rebel common stock as part of its compensation.

What unregistered securities did American Rebel (AREBW) issue for services?

American Rebel issued 6,667 Series D Convertible Preferred shares to Eventus Advisory Group LLC for $50,000 of accrued fees and 20,000 Series D shares to DeMint Law, PLLC for $150,000 of accrued fees, along with additional Series D shares to MZ Digital, LLC for accrued fees.

Did American Rebel (AREBW) raise cash through preferred stock in this filing?

Yes. American Rebel received a subscription for 40,000 Series D Convertible Preferred shares at $7.50 per share, providing $300,000 in cash from an accredited investor.

Under what exemption were American Rebel (AREBW) securities issued?

The common and Series D Convertible Preferred shares were issued without registration under the Securities Act, relying on the Section 4(a)(2) exemption for private offerings to accredited or sophisticated investors.

Who received American Rebel (AREBW) Series D Convertible Preferred Stock?

Recipients include Eventus Advisory Group LLC, DeMint Law, PLLC, MZ Digital, LLC, and an accredited investor who subscribed for 40,000 Series D shares for cash.