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) November 5, 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 1.01. Entry into a Material Definitive Agreement.

 

1800 Diagonal Note

 

On November 6, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $122,960 (the “Note”). An original issue discount of $16,960 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments of $15,574.89, with the first payment due on December 15, 2024, and remaining eight payments due on the 15th day of each month thereafter (a total payback to the Lender of $140,174).

 

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referenced below.

 

Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.

 

The foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement, copies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 3.02 Sale of Unregistered Securities.

 

On November 7, 2024, the Company authorized the issuance of 71,783 shares of common stock to an accredited investor upon the partial exercise of a prefunded warrant on a cashless basis.

 

The issuance of the shares of Common 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 recipient is an accredited investor 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.

 

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Item 7.01 Regulation FD Disclosure.

 

On November 5, 2024, the Company issued a press release entitled “American Rebel Supports Metro Nashville Police Department’s 30th Annual Toy Parade in collaboration with Boswell’s Harley-Davidson - American Rebel Light Beer Featured at Nashville’s Scoreboard Opry Bar & Grill Afterparty.” A copy of the press release is attached hereto as Exhibit 99.1.

 

The press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management’s expectations as of the date hereof. The Registrant does not undertake any responsibility for the adequacy, accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements.

 

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit Number		Description
10.1		1800 Diagonal Note dated November 6, 2024
10.2		1800 Diagonal Securities Purchase Agreement dated November 6, 2024
99.1		Toy Parade Press Release dated November 5, 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: November 8, 2024	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

 

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Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

American Rebel Supports Metro Nashville Police Department’s 30th Annual Toy Parade in collaboration with Boswell’s Harley-Davidson - American Rebel Light Beer Featured at Nashville’s Scoreboard Opry Bar & Grill Afterparty

 

Nashville, TN, Nov. 05, 2024 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Light Beer ( americanrebelbeer.com ), and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel, supported the after-party at Scoreboard Opry Bar & Grill ( scoreboardopry.com ) at the conclusion of Metro Nashville Police Department’s 30 ^th Annual Toy Parade in collaboration with Boswell’s Harley-Davidson. The toy parade serves as the main fundraising event for MNPD’s Christmas Basket Program, which is in its 63 ^rd year.

 

“What a great event for Rebel Light to Stand Tall, Stand Proud and Be Loud ,” said Andy Ross, Chief Executive Officer of American Rebel Holdings, Inc.. “American Rebel Light Beer was the featured beer at Scoreboards for the after-party of this great annual toy parade. Bikers love our beer and we love bikers and we couldn’t more proud to be supporting this great effort by the MNPD which will deliver food and toys to Nashvillians on Christmas Eve morning. Last year’s toy parade raised over $67,000 and over 30 years they have raised over $1,000,000.”

 

“Middle Tennessee is loaded with great and caring motorcycle riders,” said Bubba Boswell, president of Boswell’s Harley-Davidson. “This event shows the community our passion for an outstanding cause. We are proud that our organization and the Metro Police Department have partnered together for three decades to make a difference for families in need.” The MNPD said that over 200 families will receive surprise gifts this year.

 

Bill Davidson, a descendant of the founding family of Harley-Davidson Motorcycles, was the grand marshal for the Saturday toy parade.

 

American Rebel Beer’s Tennessee distributor, Best Brands, Inc., arranged the featured beer commitment at Scoreboard Opry as the first of many supporting events for American Rebel Light Beer in Tennessee. “Big bars, live music, great people and a great cause,” said Andy Ross. “A perfect event for America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.”

 

Scoreboard Opry Bar & Grill is located at 2408 Music Valley Dr. across from the Gaylord Opryland Resort & Convention Center and the Grand Ole Opry in the Music Valley Drive entertainment district in Nashville.

 

American Rebel Light Beer is produced in partnership with AlcSource, the largest integrated provider of beverage development, sourcing, and production solutions in the U.S. American Rebel Light Beer is a Premium Domestic Light Lager.

 

For an updated list of locations featuring American Rebel Light, visit americanrebelbeer.com.

 

To make a donation to Metro Nashville Police Department Charities click on Donate.

 

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About American Rebel Holdings, Inc.

 

American Rebel Holdings, Inc. (NASDAQ: AREB) operates primarily as a designer, manufacturer and marketer of branded safes, personal security and self-defense products, and American Rebel Beer ( americanrebelbeer.com ). The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com. For investor information, visit americanrebel.com/investor-relations.

 

About Best Brands, Inc.

 

Best Brands, Inc. is a leading distributor of wines, spirits and beer, with four primary coverage areas of western Tennessee, middle Tennessee, southeastern Tennessee and northeastern Tennessee. Best Brands is a major force in the Tennessee market with an experienced management team and a sales staff second to none. Best Brands’ people’s devotion to promoting and growing their brands, both on-premise and off-premise, separates them from their competition.

 

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, actual size of Best Brands, Inc., actual sales to be derived from Best Brands, Inc., implied or perceived benefits resulting from the Best Brands, Inc. agreement, actual launch timing and availability of American Rebel Beer in additional markets, 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, 2022. 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]

James “Todd” Porter
American Rebel Beverages, LLC

[e-mail]

 

Investor Relations:

 

Brian M. Prenoveau, CFA

MZ Group – MZ North America

[e-mail]

561-489-5315

 

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Cover	Nov. 05, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 05, 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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