Form 8-K - Current report

 

 

 

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) October 16, 2024

 

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: [phone]

 

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.

 

As previously disclosed in a Current Report on Form 8-K dated October 27, 2023, on October 23, 2023, the Registrant received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Registrant was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”), as the Registrant’s closing bid price for its common stock, par value $0.001 per share, was below $1.00 per share for the thirty (30) consecutive business days prior to the date of the Notice from Nasdaq.

 

On April 23, 2024, the Registrant received notice from Nasdaq indicating that, while the Registrant had not regained compliance with the Bid Price Requirement, Nasdaq determined that the Registrant was eligible for an additional 180-day period, or until October 21, 2024, to regain compliance.

 

On October 16, 2024, the Registrant received a written notification from the Staff indicating that, as of October 15, 2024, the Registrant had regained compliance with the Minimum Bid Price Requirement.

 

Item 7.01. Regulation FD Disclosure.

 

On October 17, 2024, the Registrant issued a press release with respect to the Nasdaq Notice. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”). The information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Nasdaq Notice of Compliance for Minimum Bid Price Press Release dated October 17, 2024
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: October 17, 2024	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

 

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Exhibit 99.1

 

American Rebel Holdings, Inc. Regains Compliance with NASDAQ Minimum Bid Price Requirement

 

Nashville, TN, Oct. 17, 2024 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), America’s Patriotic Brand (www.americanrebel.com) and the creator of American Rebel Beer (www.americanrebelbeer.com), and manufacturer and marketer of branded safes (www.championsafe.com), personal security and self-defense products and apparel, announced today that on October 16, 2024, it received a formal notice from The Nasdaq Stock Market, LLC’s Listing Qualifications (“Nasdaq”). The notice confirmed that the Company has regained compliance with the minimum bid price requirement as set forth in Nasdaq’s Listing Rule 5550(a)(2) (the “Bid Price Rule”).

 

Previously on October 23, 2023, Nasdaq notified the Company that its Common Stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Bid Price Rule. Nasdaq determined that for the last 10 consecutive business days, from October 2, 2024, to October 15, 2024, the closing bid price of the Company’s common stock was at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and this matter is now closed.

 

Andy Ross, CEO of American Rebel, stated, “We are pleased to report that Nasdaq has recognized our compliance with the minimum bid price requirement. With the resolution of this compliance issue, we can continue to build upon the great progress made during 2024 by concentrating our resources on continuing to improve and advance our Champion Safe and American Rebel Beverage business units. The recent launch of our domestic premium light lager beer, American Rebel Light, has continued to exceed expectations. Since our first production run at the end of August 2024 we have announced several shipments to our distribution partners and can proudly state that American Rebel Light Beer – America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer, is now available at retail establishments within our distributor service territories and being served at several on-premise accounts. Champion Safe has continued to streamline its operations and product offerings, which has reduced the overall monthly burn and is prepared for scale around the new rightsized product mix, including the introduction of new products to satisfy market demand in Q4 and Q1 of next year. Our focus remains on capturing market share and revenue growth in order to increase stockholder value.”

 

About American Rebel Holdings, Inc.

 

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit www.americanrebel.com, www.championsafe.com and www.americanrebelbeer.com. For investor information, visit www.americanrebel.com/investor-relations.

 

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Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include continued increase in revenues, continued compliance with Nasdaq listing requirements, the ability of the Company to introduce new products and gain market shares, actual distribution timing and availability of American Rebel Beer, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

Company Contact:

 

[e-mail]

 

Investor Relations:

 

Brian Prenoveau

MZ North America

[phone]

[e-mail]

 

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Cover	Oct. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 16, 2024
Entity File Number	001-41267
Entity Registrant Name	AMERICAN REBEL HOLDINGS, INC.
Entity Central Index Key	0001648087
Entity Tax Identification Number	47-3892903
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5115 Maryland Way
Entity Address, Address Line Two	Suite 303
Entity Address, City or Town	Brentwood
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	(833)
Local Phone Number	267-3235
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.001 par value
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	AREB
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	AREBW
Security Exchange Name	NASDAQ

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