American Rebel Holdings Inc 8-K, filed Mar 27, 2026
American Rebel Holdings Inc (AREB)
About this 8-K
American Rebel Holdings Inc filed this 8-K on March 27, 2026, reporting on events of March 19, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.01: Delisting notice or listing transfer
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 March 19, 2026, the Company entered into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and 218 LLC (the “Seller”), pursuant to which the Purchaser agreed to purchase from the Seller a portion ($250,012.50) of a promissory note dated September 15, 2025 in the original principal amount of $11,700,000 (the “Note”).
Contemporaneously with assignment of the assigned note portion to the Purchaser, the Company exchanged the $250,012.50 of assigned note portion for 33,335 shares of the Company’s common stock as a 3(a)(9) exchange.
At any time during the ninety days after the initial closing, the Purchaser may purchase additional portions of the Note up to an additional $250,000.00, at one or more closing, by sending an additional closing notice in the amount set forth in the additional note notice and the Company will exchange such additional portions for shares of its common stock as a 3(a)(9) exchange. The Additional Shares will be calculated by dividing the relevant Additional Portion by $7.50 per share.
The Purchase and Exchange Agreement contains a beneficial ownership limitation of 4.99% of the number of the common shares outstanding immediately after giving effect to the issuance of common shares issuable upon any closing of the purchase of an additional portion by the Purchaser. No closing of the purchase of any additional portion shall take effect nor shall the Purchaser be able to purchase any additional portion to the extent that after giving effect to such issuance after closing, the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the beneficial ownership limitation.
The foregoing descriptions of the Purchase and Exchange Agreement and of all of the parties’ rights and obligations under the Purchase and Exchange Agreement are qualified in its entirety by reference to the Purchase and Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and of which is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On March 23, 2026, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”)
On March 23, 2026, the Company received an additional deficiency letter from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, as a result of the March 23, 2026 1-for-100 reverse stock split, the Company has a post reverse stock split publicly shares number of approximately 247,279. As a result, the Company does not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Listing Rule 5550(a)(4).
Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.
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The Notice is also a formal notification that the Nasdaq Hearings Panel (the ‘Panel’) will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market. Pursuant to Listing Rule 5810(d), the Company presented its views with respect to this additional deficiency at its Panel hearing held on March 24, 2026.
In addition, Staff notes that under Listing Rule 5810(c)(3)(A), the Company will remain non-compliant with both the minimum $1 bid price requirement until the Publicly Held shares deficiency is cured and, thereafter, the Company meets the bid price standard for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend this 10 day period as discussed in Rule 5810(c)(3)(H).
Nasdaq further stated in the same March 23, 2026 Additional Staff Determination Letter that, in addition to the Additional Staff Delist Determination, Nasdaq placed trading in the Company’s securities in a Qualification Halt under Listing Rule 4120(i) effective March 23, 2026, and that Nasdaq determined the Qualification Halt will remain in place at least until the Company regains compliance with the Publicly Held Shares requirement for continued inclusion set forth in Listing Rule 5550(a)(4).
The Company emphasizes that the stockholder-friendly fractional-share and round-lot top-up process associated with the reverse stock split remains underway through DTC, CEDE & Co., brokerage firms and other nominees. As previously described by the Company and its transfer agent, the broker election process occurs at the beneficial-holder level, after which the resulting round-up shares are expected to be issued and reflected through CEDE & Co. and beneficial holder accounts.
This
report contains forward-looking statements, including, but not limited to, the timing of the delisting of the Company’s securities,
the trading of the Company’s common stock on the OTCID and whether the Company’s common stock will be approved for trading
on the OTCQB. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or
implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this
report, except as required by law.
Item 3.02 Unregistered Sales of Equity Securities.
On March 23, 2026, holders of 9,000 shares of Series D Convertible Preferred Stock converted such shares into 45,000 shares of common stock.
The Company currently has 227,554 shares of common stock issued and outstanding.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
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Item 7.01. Regulation FD Disclosure.
On March 24, 2026, the Company issued a press release titled “American Rebel Holdings, Inc. (Nasdaq: AREB; AREBW) Provides Stockholder Update Following 1-For-100 Reverse Stock Split, Current Common Shares Outstanding to 227,554 (Post Reverse), and Discloses Additional Nasdaq Staff Determination.” 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 | |
| 10.1 | 218 LLC Purchase and Exchange Agreement dated March 19, 2026 | |
| 99.1 | Stockholder Update Following Reverse Stock Split Press Release dated March 24, 2026 | |
| 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: March 27, 2026 | By: | /s/ Charles A. Ross, Jr. |
| Charles A. Ross, Jr. | ||
|
Chief Executive Officer |
||
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Exhibit 10.1
PURCHASE AND EXCHANGE AGREEMENT
This Purchase and Exchange Agreement (the “Agreement”), dated as of March 19, 2026, is being entered into among AJ Automotive Group Inc. d/b/a Elite Conference Services, a California corporation (“Purchaser”), 218 LLC, a Tennessee limited liability company (the “Seller”) and American Rebel Holdings, Inc., a Nevada corporation (the “Company”).
WHEREAS, the Seller is the holder of a note dated September 15, 2025, evidenced by the Secured Convertible Term Note, in the original principal amount of $11,700,000.00 (the “Note”).
WHEREAS, the Seller desires to sell a portion of the Note consisting of $250,012.50 in principal (the “Assigned Note Portion”) to the Purchaser and the Purchaser desires to purchase the Assigned Note Portion from the Seller on the terms set forth in this Agreement;
WHEREAS, the Company agrees that contemporaneously with assignment of the Assigned Note Portion to the Purchaser the Company will exchange the Assigned Note Portion for 33,335 shares of the Company’s Series D Convertible Preferred Stock (at $7.50 per share) as a 3(a)(9) exchange (the “Exchange Shares”);
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
ARTICLE I
PURCHASE AND SALE
1.1 The Initial Closing. Subject to the terms and conditions set forth in this Agreement, the Seller shall sell, assign, convey, and transfer to the Purchaser the Assigned Note Portion, for the purchase price of $250,012.50 (the “Purchase Price”). The date of the Closing shall be March 19, 2026, and is hereinafter referred to as the “Closing Date.”
1.2 Deliveries. At the Closing parties shall deliver or shall cause to be delivered the following:
(A) each party will deliver its executed copy of this Agreement;
(B) the Purchaser shall deliver Purchase Price pursuant to wire instructions provided by the Seller; and
(C) the Company shall deliver the Exchange Shares to the Purchaser.
Notwithstanding the foregoing, if Purchaser fails to deliver the Purchase Price, in immediately available funds, to Seller’s designated bank account on or before March 20, 2026 at 12:00 p.m. Central Time, then this Agreement shall automatically terminate without further action by the parties and shall be null and void.
1.3 Seller Documents. Any security interest arising from or securing the Note shall not be terminated at the Closing. All of the Seller’s rights under the Note and documents delivered in connection with the underlying loan shall remain in full force and effect except that the Assigned Note Portion shall be deemed satisfied.
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1.4 Additional Closings. At any time during the ninety days after the Closing, upon one day’s written notice to the Seller and Company, the Purchaser may purchase additional portions of the Note up to an additional $250,000.00 (“Additional Portions”), at one or more closing, by sending an additional closing notice (the form of which is annexed hereto as Exhibit A hereinafter an “Additional Closing Notice”) in the amount set forth in the Additional Note Notice and the Company will exchange such Additional Portions for shares of its Series D Convertible Preferred Stock (“Additional Shares”) as a 3(a)(9) exchange. The Additional Shares will be calculated by dividing the relevant Additional Portion by $7.50 per share. Each Additional Closing Notice shall set forth the Additional Portion being purchased, which shall also be the Purchase Price and the number of Additional Shares to be issued. At the closing of each Additional Portion the parties shall make the same deliveries as set forth in Section 1.2 (b) and 1.2(c).
The “Beneficial Ownership Limitation” shall be 4.99% of the number of the Common Shares outstanding immediately after giving effect to the issuance of common shares issuable upon conversion of the Series D Convertible Preferred Stock following any closing of the purchase of an Additional Portion by the Purchaser. No closing of the purchase of any Additional Portion shall take effect nor shall the Purchaser be able to purchase any Additional Portion to the extent that after giving effect to such issuance after closing as set forth on the applicable Additional Closing Notice, the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation.
All representations of each party set forth in Article II shall apply and be true as of the date of the Closing and the closing of the purchase of each Additional Portion.
Provided the Purchaser provides customary representation letters, the Company will accept any legal opinion provided by the Purchaser to have the Exchange Shares and Additional Shares without any restrictive legend to allow the Purchaser to sell the Exchange Shares and Additional Shares pursuant to Rule 144.
1.5 Public Disclosure. Within two (2) Business Days after the Closing, the Company shall file a Form 8-K with the Securities and Exchange Commission, disclosing the material facts related to the issuance of the Exchange Shares or Additional Shares. The Form 8-K shall be provided to Purchaser for review and comment prior to filing.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Seller. The Seller hereby makes the following representations and warranties:
(A) The Seller has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder. The execution and delivery of each of the documents by the Seller and the consummation by him of the transactions contemplated hereby have been duly authorized. Each of the documents contemplated by this transaction has been duly executed by the Seller and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms.
(B) The Seller owns and is selling, assigning, conveying and transferring to the Purchaser all of its right, title and interest to the Assigned Note Portion or Additional Portion, free and clear of all liens, mortgages, pledges, security interests, encumbrances or charges of any kind or description and upon consummation of the transaction contemplated herein good title in the Assigned Note Portion or Additional Portion shall vest in Purchaser, free of all liens and other charges.
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(C) Neither the execution and delivery of this Agreement by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Seller, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Seller or any of the Seller’s properties or assets, the violation of which would have a material adverse effect upon the Seller, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Seller is a party or by which the Seller or any of the Seller’s properties or assets may be bound which would have a material adverse effect upon the Seller except for the consent of the Company which is being given by the Company in Section 2.3(A) of this Agreement.
(D) The Seller is not now and has not been for the previous three (3) months an “Affiliate” of the Company as defined in Rule 405 under the Securities Act of 1933 (the “Securities Act”).
2.2 Representations and Warranties of the Purchaser. The Purchaser represents and warrants as follows:
(A) The Purchaser has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder. The execution and delivery of each of the documents by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized. Each of the documents contemplated by this transaction has been duly executed by the Purchaser and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.
(B) The Purchaser acknowledges that upon execution of this Agreement, it has completed its own investigation and undertaken any and all due diligence it requires in order to satisfy itself to enter into this Agreement and perform its obligations hereunder.
(C) Neither the execution and delivery of this Agreement by the Purchaser, nor the consummation by the Purchaser of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof or any other jurisdiction applicable to the Purchaser, (ii) violate any statute, law, ordinance, rule or regulation of the United States any state or any political subdivision thereof or any other jurisdiction applicable to the Purchaser, or any judgment, order, writ, decree or injunction applicable to the Purchaser or any of its properties or assets, the violation of which would have a material adverse effect upon the Purchaser, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time or both would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its properties or assets may be bound which would have a material adverse effect upon the Purchaser.
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(D) The Purchaser (i) is an “accredited investor,” as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”); (ii) has such knowledge, skill and experience in business and financial matters, based on actual participation, that the Purchaser is capable of evaluating the merits and risks of an investment in the Company and the suitability thereof as an investment for the Purchaser; (iii) has received such documents and information as it has requested and has had an opportunity to ask questions of representatives of the Seller concerning the terms and conditions of the investment proposed herein, and such questions were answered to the satisfaction of the Purchaser; (iv) is in a financial position to hold the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares for an indefinite time and is able to bear the economic risk and withstand a complete loss of its investment in the Company; and (v) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive.
(E) The Purchaser understands that the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares have not been registered under applicable state or federal securities laws, and is purchasing the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares pursuant to an exemption from the registration requirements of the Securities Act. The Purchaser understands and acknowledges that the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares is being acquired from the Seller without the Company furnishing any information to the Purchaser and that the Purchaser has not had any communication with the Company or any officer, director, or representative thereof in connection with the transactions contemplated by this Agreement except as contained herein.
(F) If Purchaser has chosen to do so, Purchaser has been represented by such legal and tax counsel and other professionals, each of whom has been personally selected by Purchaser, as Purchaser has found necessary to consult concerning the purchase of the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares.
(G) With respect to the United States federal, state and foreign tax aspects of Purchaser’s investment, Purchaser is relying solely upon the advice of Purchaser’s own tax advisors, and/or upon Purchaser’s own knowledge with respect thereto.
(H) Purchaser has not relied, and will not rely upon, any information with respect to this Agreement other than the information contained in this Agreement. Purchaser understands that no person has been authorized to make representations or to give any information or literature with respect to this Agreement that is inconsistent with the information that is set forth in this Agreement.
(I) Purchaser understands that, other than as provided in this Agreement, no covenants, representations, or warranties have been authorized by or will be binding upon the Company, with regard to this Agreement, the performance of the Company or any expectation of investment returns, including any representations, warranties or agreements contained or made in any written document or oral communication received from or had with the Company, its Affiliates, Company counsel or any of their respective representatives or agents. Purchaser has not relied upon any information or representation that may be or has been made or given except as permitted under this Agreement.
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(J) Purchaser understands that the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares has not been registered under the Act, or pursuant to the provisions of the securities or other laws of any other applicable jurisdictions. The Purchaser is aware that the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares are “restricted securities” as such term is defined in Rule 144 promulgated under the Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met.
(K) Purchaser has substantial investment experience and is familiar with investments of the type contemplated by this Agreement. Purchaser is aware that purchase of the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares is a speculative investment involving a high degree of risk and there is no guarantee that Purchaser will realize any gain from Purchaser’s investment or realize any tax benefits therefrom and Purchaser is further aware that Purchaser may lose all or a substantial part of Purchaser’s investment. Purchaser understands that there are substantial restrictions on the transferability of the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares. Purchaser affirms that Purchaser acknowledges that this investment is highly speculative, involves a high degree of risk and, accordingly, Purchaser can afford to lose its entire investment.
(L) The Purchaser hereby agrees that the Company may insert the following or similar legend on the face of the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares and any shares of the Company’s common stock issued upon exchange of the Note, if required in compliance with the Securities Act or state securities laws:
“These securities have not been registered under the Securities Act of 1933, as amended (“Act”), or any state securities laws and may not be sold or otherwise transferred or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the act and any applicable state securities laws is available.”
2.3 Consent, Representations and Warranties of the Company. The Company hereby makes the following representations and warranties:
(A) The Company consents to the Seller’s sale, assignment, conveyance, and transfer of the Assigned Note Portion and Additional Portion to the Purchaser provided for herein.
(B) The Company has the requisite power and authority to enter into and to consummate the transactions contemplated by this transaction and otherwise to carry out its obligations thereunder. The execution and delivery of each of the documents by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized. Each of the documents contemplated by this transaction has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
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(C) Neither the execution and delivery of this Agreement by the Company, nor the consummation by the Company of the transactions contemplated hereby, will (i) require any consent, approval, authorization or permit of, or filing, registration or qualification with or prior notification to, any governmental or regulatory authority under any law of the United States, any state or any political subdivision thereof applicable to the Company, (ii) violate any statute, law, ordinance, rule or regulation of the United States, any state or any political subdivision thereof, or any judgment, order, writ, decree or injunction applicable to the Company or any of the Company’s properties or assets, the violation of which would have a material adverse effect upon the Company, or (iii) violate, conflict with, or result in a breach of any provisions of, or constitute a default (or any event which, with or without due notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company is a party or by which the Company or any of the Company’s properties or assets may be bound which would have a material adverse effect upon the Company.
(D) The Company hereby represents and warrants that to its knowledge there are no defenses to the payment of the note principal or any other sum that has or may accrue or be payable pursuant to the Note or the documents delivered together therewith or related thereto.
(E) The Company acknowledges that for Rule 144 purposes the Purchaser’s holding period of the Assigned Note Portion, Additional Portion, Exchange Shares or Additional Shares tacks back to September 15, 2025, the date the Note was issued to the Seller.
(F) The Company is current in all its required filings with the Securities and Exchange Commission.
ARTICLE III
GENERAL MATTERS
5.1. Reserved.
5.2. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery or email, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by email, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
| (a) | If to the Seller, to: | 218 LLC |
| C/o: Rosemary Calcese, Esq. | ||
| 1811 Memorial Circle | ||
| Clarksville, TN 37043 | ||
| Email: bowiebeach@gmail.com | ||
| Attention: Gary Bowie |
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| (b) | If to the Purchaser, to: | AJ Automotive Group Inc. |
| d/b/a Elite Conference Services | ||
| 28002 Loretha Lane | ||
| Laguna Niguel, CA 92677 | ||
| Email: joemetz98@aol.com | ||
| (c) | If to the Company: | American Rebel Holdings, Inc. |
| 218 3rd Avenue North, #400 | ||
| Nashville, TN 37201 | ||
| Email: andy@americanrebel.com | ||
| Attention: Charles A. Ross, Jr., CEO |
or to such other address as any of them shall give to the others by notice made pursuant to this Section 5.2.
5.3. Assignment; Binding Agreement. Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.
5.4. Invalidity. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal, or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.
5.5. Counterparts/Execution. This Agreement may be executed in any number of counterparts and by different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Agreement may be executed by electronic transmission and delivered by electronic transmission.
5.6. Agreement. Each of the undersigned states that he or it has read the foregoing Agreement and understands and agrees to it.
5.7. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Tennessee, without regard to the principles of conflicts of law thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Davidson County, Tennessee, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing party in such action or proceeding shall be reimbursed by the party determined not to have prevailed for his or its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
5.8. Survival. The representations, warranties, agreements and covenants contained herein shall survive the Closing.
5.9. No Waiver. The waiver by any party of the breach of any of the terms and conditions of, or any right under, this Agreement shall not be deemed to constitute the waiver of any other breach of the same or any other term or condition or of any similar right. No such waiver shall be binding or effective unless expressed in writing and signed by the party giving such waiver.
5.10. Construction. The article and section headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
5.11. Further Assurances. Each party will execute and deliver such further agreements, documents and instruments and take such further action as may be reasonably requested by any other party to carry out the provisions and purposes of this Agreement.
5.12. Third Parties. No third party shall have any rights under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Purchase and Exchange Agreement on and as of the date first set forth above.
| AJ Automotive Group Inc. | 218 LLC | |||
| d/b/a Elite Conference Services Inc. | ||||
| “Purchaser” | “Seller” | |||
| By: | /s/ Joseph Mangiapane, Jr. | By: | /s/ Gary Bowie | |
| Joseph Mangiapane, Jr., CEO | Gary Bowie, Manager | |||
| American Rebel Holdings, Inc. | ||||
| “Company” | ||||
| By: | /s/ Charles A. Ross, Jr. | |||
| Charles A. Ross, Jr., CEO | ||||
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Exhibit A
Additional Closing Notice
To: 218 LLC (the “Seller”) and American Rebel Holdings, Inc., a Nevada corporation (the “Company”).
Pursuant to that Purchase and Exchange Agreement dated March 19, 2026, Elite Conference Services Inc. (“Purchaser”), hereby elects to purchase and exchange an Additional Portion equal to:
$___________________________________________________________ for a purchase price equal to such amount.
Such Additional Portion shall be exchanged at closing for ______________________________________ shares of the Company’s Series D Convertible Preferred Stock.
Dated:
AJ Automotive Group Inc.
Elite Conference Services
“Purchaser”
____________________________
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Exhibit 99.1
AMERICAN REBEL HOLDINGS, INC. (NASDAQ: AREB; AREBW) PROVIDES STOCKHOLDER UPDATE FOLLOWING 1-FOR-100 REVERSE STOCK SPLIT, CURRENT COMMON SHARES OUTSTANDING TO 227,554 (POST REVERSE), AND DISCLOSES ADDITIONAL NASDAQ STAFF DETERMINATION
Company includes excerpts from Nasdaq’s March 23, 2026, Additional Staff Determination Letter, discloses post-reverse-split common shares outstanding to 227,554, and reiterates belief that pending DTC/CEDE stockholder-beneficial fractional and round-lot top-up processing should restore compliance with Nasdaq’s minimum publicly held shares requirement
NASHVILLE, Tenn., March 24, 2026 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (“American Rebel” or the “Company”) today provided stockholders with an update following the effectiveness of its 1-for-100 reverse stock split of its common stock and publicly traded warrants on March 23, 2026. This press release is also being issued to publicly disclose the Company’s receipt on March 23, 2026, of an Additional Staff Determination Letter from Nasdaq relating to the minimum publicly held shares requirement for continued listing.
The Company is also correcting its post-reverse-split common shares outstanding disclosure. Based on the latest transfer agent report received by the Company as of the close of business on March 23, 2026, American Rebel reports 227,554 currently issued and outstanding common shares on a post-reverse-split basis. The Company believes this 227,554 figure should be used as the corrected current outstanding common share count. Due to a clerical error with the Company’s transfer agent’s web portal, the post-reverse share estimate was originally anticipated to be approximately 247,988.
The Company’s 1-for-100 reverse stock split is now effective. The Company’s common stock continues under the symbol “AREB” and its publicly traded warrants continue under the symbol “AREBW.” The split-adjusted prior reference price for the common stock remains $6.46, and no post-split trades have occurred today because the Company’s securities remain halted on Nasdaq pending compliance with the minimum publicly held shares requirement for continued listing.
As per the Company’s strategy to preserve an orderly opening post the reverse stock split, and in preparation for today’s Nasdaq Hearings Panel appeal, the Company had previously requested that Nasdaq MarketWatch maintain the normal reverse-split regulatory halt through the thin-liquidity early pre-market session and reopen the security during regular market hours through the Nasdaq Halt Cross in order to preserve a fair and orderly market and avoid distorted pricing before Nasdaq’s normal regular-hours market protections are fully in effect. This request was made prior to receipt of the Nasdaq additional deficiency letter regarding the minimum publicly held shares requirement and Nasdaq’s decision to halt the trading of the Company’s common shares on March 23, 2026.
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To ensure stockholders have sufficient information regarding Nasdaq’s March 23, 2026, notice, the Company is including below selected excerpts from the Additional Staff Determination Letter attached to this release:
“On March 23, 2026, the Company effected a 1-for-100 reverse stock split. This resulted in the Company having a post reverse stock split publicly shares number of 247,279. As a result, the Company does not comply with the minimum 500,000 Publicly Held Shares requirement for continued inclusion set forth in Listing Rule 5550(a)(4). Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.”
“This is formal notification that the Nasdaq Hearings Panel (the ‘Panel’) will consider this matter in rendering a determination regarding the Company’s continued listing on The Nasdaq Capital Market. Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its Panel hearing. If the Company fails to address the aforementioned issue, the Panel will consider the record as presented at the hearing and will make its determination based upon that information.”
“In addition, Staff notes that under Listing Rule 5810(c)(3)(A), the Company will remain non-compliant with both the minimum $1 bid price requirement until the Publicly Held shares deficiency is cured and, thereafter, the Company meets the bid price standard for a minimum of 10 consecutive business days, unless Staff exercises its discretion to extend this 10 day period as discussed in Rule 5810(c)(3)(H).”
Nasdaq further stated in the same March 23, 2026 Additional Staff Determination Letter that, in addition to the Additional Staff Delist Determination, Nasdaq placed trading in the Company’s securities in a Qualification Halt under Listing Rule 4120(i) effective March 23, 2026, and that Nasdaq determined the Qualification Halt will remain in place at least until the Company regains compliance with the Publicly Held Shares requirement for continued inclusion set forth in Listing Rule 5550(a)(4).
The Company emphasizes that the stockholder-friendly fractional-share and round-lot top-up process associated with the reverse stock split remains underway through DTC, CEDE & Co., brokerage firms and other nominees. As previously described by the Company and its transfer agent, the broker election process occurs at the beneficial-holder level, after which the resulting round-up shares are expected to be issued and reflected through CEDE & Co. and beneficial holder accounts.
As a reminder, stockholders as of the March 20, 2026, record date will receive fractional-share and/or round-lot top-up shares, as applicable, as part of the stockholder-friendly protections built into this reverse stock split. The Company planned for these additional shares and believes they should be viewed as deemed owned as of the March 20, 2026 record date for purposes of the stockholder-protection mechanics, subject to applicable processing, accounting and regulatory treatment.
The Company further notes that historical round-lot protection distributions following prior reverse splits were substantial.
| ● | After the October 3, 2025 reverse split, the Company later issued 4,053,452 shares to CEDE for round-lot rounding. | |
| ● | After the February 2, 2026 reverse split, the Company later issued 5,868,547 shares to CEDE for round-lot rounding. |
Based on that history, the DTC/CEDE election process now underway, and the stockholder-friendly protections embedded in the current reverse stock split, the Company believes that, when brokerage firms complete their elections with DTC and the related stockholder-friendly fractional-share and round-lot top-up shares are issued and reflected, the Company should be in compliance with the Nasdaq minimum publicly held shares requirement. There can be no assurance, however, as to the timing or final amount of such shares or Nasdaq’s acceptance of the Company’s position.
The Company intends to address the additional publicly held shares deficiency, the continued minimum bid price non-compliance language cited by Staff, the Qualification Halt, the pending DTC/CEDE election process and the Company’s compliance plan at today’s Nasdaq Hearings Panel hearing. There can be no assurance regarding the outcome of the hearing, the timing of any trading resumption, or the Company’s ability to maintain its Nasdaq listing.
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Stockholders holding their shares in street name or in brokerage accounts generally do not need to take any action in connection with the reverse stock split or the DTC election process. Stockholders with account-specific questions should contact their broker, bank, custodian or other nominee.
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) is America’s Patriotic Brand. Founded in 2014, the Company has built a portfolio of patriotic lifestyle products including safes, personal security solutions, branded apparel and accessories, and most recently American Rebel Light Beer—a premium domestic light lager that is all natural, with approximately 100 calories, 3.2 carbohydrates, and 4.3% ABV per 12 oz serving, brewed without corn, rice, or added sweeteners commonly found in mass-produced light beers.
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story.
Additional information, including the Company’s filings with the SEC, can be found on the investor relations section of American Rebel’s website.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995, and other applicable federal securities laws. Except for statements of historical fact, all statements contained in this press release are forward-looking statements. These forward-looking statements include, without limitation, statements regarding: the timing, mechanics, accounting treatment, legal treatment, tax treatment, market effect and regulatory effect of the Company’s 1-for-100 reverse stock split; the corrected post-reverse-split common shares outstanding amount of 227,554 as reflected in the latest transfer agent report; the amount, timing, issuance, deposit, allocation, settlement, crediting, recognition and counting of any fractional-share and round-lot top-up shares through DTC, CEDE & Co., brokerage firms, custodians, nominees, beneficial-holder accounts and the Company’s transfer agent; whether such shares will be deemed issued, recognized, counted or otherwise given effect for purposes of Nasdaq compliance, publicly held shares, float, round lots, beneficial holder counts, outstanding shares or other listing metrics; the Company’s belief that the pending DTC/CEDE election process and shareholder-friendly protections should restore compliance with Nasdaq Listing Rule 5550(a)(4); the Company’s belief that additional shareholder-protection shares should be viewed as deemed issued as of the March 20, 2026 record date; the duration, effect and outcome of the Nasdaq Qualification Halt under Listing Rule 4120(i); the Company’s continued non-compliance with the minimum $1 bid price requirement until the publicly held shares deficiency is cured and, thereafter, until the Company satisfies the bid price standard for a minimum of 10 consecutive business days unless Staff exercises discretion under Rule 5810(c)(3)(H); the Nasdaq Hearings Panel proceeding and any determination, relief, exception, extension, continued listing outcome, suspension or delisting action; the timing and terms of any resumption of trading, if any; the Company’s ability to satisfy Nasdaq disclosure, MarketWatch submission, hearing, evidentiary and other regulatory or listing requirements; the impact of the reverse stock split, the halt and any future share credits on the market price, liquidity, volatility, trading activity, investor participation, market making, borrow availability, warrant adjustments and overall market for the Company’s securities; the Company’s capital needs, financing plans, liability management, future issuances, dilution, operations, liquidity, working capital, distribution growth, commercial execution and overall business prospects.
Forward-looking statements are based on current assumptions, expectations, estimates and projections, many of which are inherently uncertain and beyond the Company’s control. Actual results may differ materially from those expressed or implied by these forward-looking statements due to numerous risks, uncertainties and other factors, including, without limitation: Nasdaq may not accept the Company’s analyses, positions, evidence or proposed cure measures; the Hearings Panel may affirm delisting, impose conditions, deny further relief or determine that the Company has not regained or cannot sustain compliance; the Qualification Halt may remain in place longer than anticipated or trading may not resume on Nasdaq when expected, or at all; DTC, CEDE & Co., brokers, nominees, custodians or the transfer agent may not process, complete, reconcile or reflect elections, credits, issuances, deposits or adjustments in the expected timeframes or amounts; the final number of publicly held shares, outstanding shares, round lots, beneficial holders or float may differ materially from current expectations, preliminary reports or Nasdaq determinations; shareholder-friendly top-up shares may not be recognized, in whole or in part, for Nasdaq compliance purposes when or as the Company expects; the reverse stock split may not result in a sustained increase in the market price of the Company’s common stock and may not otherwise produce the intended regulatory or market benefits; the Company may require additional capital and such financing may not be available on acceptable terms or at all; the Company may experience dilution from future equity issuances, conversions, warrant exercises or other capital-raising transactions; the Company may continue to incur losses from operations, face liquidity and working-capital constraints and going-concern risks, and encounter volatility, reduced trading liquidity, regulatory scrutiny, transfer-agent or broker processing delays, clearing or settlement issues, cybersecurity incidents, systems failures, litigation, claims, investigations, supply chain disruptions, changes in market conditions, and other factors described in the Company’s filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this press release and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update, revise or supplement any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Company Contact:
info@americanrebel.com
ir@americanrebel.com
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