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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 2, 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.
Minority
Membership Interest Purchase Agreement
On
September 2, 2025, the Company entered into a Membership Interest Purchase Agreement (the “Agreement”) with Sydona Enterprises,
LLC, a Washington limited liability company, d/b/a Schmitty’s Snuff (“Schmitty’s”). Pursuant to the terms of
the Agreement, the Company has agreed to issue 426,155 shares of common stock and a prefunded warrant to purchase 1,183,191 shares of
common stock for $0.01 per share to Schmitty’s. For purposes of the transaction, the parties agreed to a value of $1.25 per share
of common stock and $1.24 per prefunded warrant, for an aggregate purchase price of $1,999,850.59 for the purchase of 31,603.20 common
units in Schmitty’s representing a 19.01% ownership interest in Schmitty’s. The closing was effective September 2, 2025.
Within
5 business days of the execution of the Agreement, the Company has agreed to prepare and file a registration statement with the SEC on
Form S-1 to register the shares of common stock and shares of common stock underlying the prefunded warrants. The common stock and prefunded
warrant mix includes a 4.99% beneficial-ownership blocker with respect to Schmitty’s ownership of the Company’s outstanding
common stock.
In
addition, the Agreement includes representations regarding product composition and compliance (e.g., use of food-grade, non-tobacco,
non-nicotine ingredients and compliance with applicable health and safety regulations, including FDA labeling and packaging requirements).
The
foregoing description of the Agreement is not a complete description of all of the parties’ rights and obligations under the Agreement,
and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form
8-K.
About
Sydona Enterprises, LLC d.b.a. Schmitty’s Herbal Snuff and Pouches
Schmitty’s
Herbal Snuff and Pouches is a Washington-based manufacturer and distributor of premium non-tobacco, non-nicotine oral products. With
a commitment to quality, innovation, and consumer health, Schmitty’s offers flavorful and satisfying alternatives designed for
adult consumers seeking smokeless options without tobacco or nicotine. The company continues to expand its portfolio with new product
innovations and potential FDA-reviewed SKUs, supported by its strong direct-to-consumer presence, 7-Eleven corporate adoption, and high
sell-through and re-order performance at retail.
Item
3.02 Sale of Unregistered Securities.
On
August 19, 2025, the Company authorized the issuance of the 426,155 shares of common stock and a prefunded warrant for the purchase of
1,183,191 shares of common stock for $0.01 per share to Schmitty’s as set forth in Item 1.01 above.
The
issuance of the shares of common stock 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 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 |
|
Schmitty’s Membership Interest Purchase Agreement dated September 2, 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 3, 2025 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr.
Chief
Executive Officer |
