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:
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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 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 March 4, 2024, on February 28, 2024 the Registrant received a written notice from the Listing Qualifications department of The Nasdaq Stock Market stating that because the Company has not yet held an annual meeting of shareholders within 12 months of the end of the Registrant’s 2022 fiscal year end, it no longer complies with Nasdaq Listing Rule 5620(a) for continued listing on The Nasdaq Capital Market. The Registrant had until April 15, 2024, which was 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq accepted the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance. The Registrant submitted a compliance plan on April 12, 2024, which stated its attention to hold an annual meeting of stockholders within sixty (60) days of filing its Form 10-K for the fiscal year ended December 31, 2023.
On April 24, 2024, the Registrant received notice from Nasdaq indicating that Staff determined to grant the Registrant an extension until June 15, 2024 to regain compliance with the rule by holding an annual meeting of shareholders. At the annual meeting, shareholders must be afforded the opportunity to discuss company affairs with management and, if required by the company’s governing documents, to elect directors. The Registrant expects to hold an annual meeting within such timeframe.
While the compliance plan is pending, the Registrant’s securities will continue to trade on NASDAQ.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “potential,” “predict,” “opportunity” and “should,” among others. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. The Registrant does not undertake an obligation to update or revise any forward-looking statements. Investors should read the risk factors set forth in the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, and its other periodic reports filed with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
Press Releases
On April 24, 2024, the Registrant issued a press release entitled “American Rebel CEO Andy Ross to introduce American Rebel Beer at the Inaugural Music Habitat Nashville Festival.” A copy of the press release is attached hereto as Exhibit 99.1.
On April 26, 2024, the Registrant issued a press release entitled “American Rebel Holdings, Inc. Announces Experienced Outdoor Industry Executive, Thomas Mihalek, as the new Chief Executive Officer of Provo, Utah based Champion Safe.” A copy of the press release is attached hereto as Exhibit 99.2.
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The press releases contain 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 | |
| 99.1 | Music Habitat Nashville Festival Press Release dated April 24, 2024 | |
| 99.2 | New Champion CEO Press Release dated April 26, 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: April 26, 2024 | By: | /s/ Charles A. Ross, Jr. |
| Charles A. Ross, Jr. | ||
| Chief Executive Officer | ||
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Exhibit 99.1
American Rebel CEO Andy Ross to introduce American Rebel Beer at the Inaugural Music Habitat Nashville Festival
Nashville, TN, April 24, 2024 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel, and American Rebel Beer ( www.americanrebelbeer.com ), proudly announce that CEO Andy Ross will introduce American Rebel Light Lager during his performance at the inaugural Music Habitat Nashville Festival April 27, 2024.
“I can’t wait to perform this Saturday at the first Music Habitat Nashville Festival at the Stonederosa. John and Tammy Stone have established this annual event and this is the first year to team up with the fine folks at Music Habitat and now this festival is going to the next level,” said Andy Ross. “We’re going to have a great stage and video wall behind us and we’re going to showcase American Rebel Beer – it’s the only beer we’re drinkin’ round here! Launching America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem Singing, Stand Your Ground Beer into the marketplace is a primary goal of our current Reg A+ offering and introducing American Rebel Light Beer at the Music Habitat Nashville Festival helps deliver on that goal. Interested investors 18 years or older can log onto our public offering website at http://invest.americanrebel.com and subscribe to the offering.”
“My team and I at Music Habitat are honored to partner with Andy Ross and American Rebel Beer to help elevate independent artists across the globe and celebrate America’s Patriotic Beer,” said Music Habitat CEO Brandon Beard. Music Habitat is a game changing platform that fosters meaningful connections with artists, venues and fans. Through marketing, Music Habitat will connect, collaborate and monetize stakeholders in the live music ecosystem, providing a hub to connect independent artists, venues and lovers of live music.
Craig Reynolds, Head of Artist Relations at Music Habitat, adds, “I’m excited to have Andy Ross perform his brand of Country Patriotic Rock ‘n Roll at the inaugural Music Habitat Nashville Festival! Going to be a great day of music.” Music Habitat’s mission is to provide opportunities that not only allow for the pursuit of artistic passions but also support livelihoods within the music community. Artists scheduled to appear at the Music Habitat Nashville Festival include Andy Ross, Morgan Myles, Caden Gillard, John Stone, Miah Vicknair, Tim Watson, Cordell Winter, Loose Lips, Madeline Rose, Dan Shafer, J Edwards, and Resurrection Journey Tribute. Music, camping and fun begin at 5 pm April 26 for the VIP Party. Gates open at 11 am Saturday, April 27 for a full day of great music, and close at 10 pm. For more information and to purchase tickets go to musichabitat.com .
About Music Habitat
Music Habitat is a platform connecting artists, venues and music fans so they can collaborate to mutually benefit each stakeholder in the live music ecosystem, providing each the opportunity to monetize their artistry and investments so music can support livelihoods within the music community. For more information go to musichabitat.com .
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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 and www.americanrebelbeer.com . For investor information, visit www.americanrebel.com/investor-relations .
The Reg A Offering will be made by means of the Offering Circular. The securities offered by American Rebel are highly speculative. Investing in shares of American Rebel involves significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. American Rebel intends to list the Series C Preferred Stock offered under Offering Circular on Nasdaq Capital Market and doing so entails significant ongoing corporate obligations including but not limited to disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards. The listing of the Company’s Series C Preferred Stock on Nasdaq Capital Market is not a condition of the Company’s proceeding with the Public Offering, and no assurance can be given that our application to list on Nasdaq Capital Market will be approved or that an active trading market for our Series C Preferred will develop. For additional information on American Rebel, the Offering and any other related topics, please review the Offering Statement that can be found at: https://www.sec.gov/Archives/edgar/data/1648087/000149315224009903/form253g2.htm. Additional information concerning risk factors related to the Offering, including those related to the business, government regulations, intellectual property and the offering in general, can be found in the section titled “Risk Factors” of the Offering Statement.
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 receipt of funds under the Reg A Offering, effects of the offering on the trading price of our securities, implied or perceived benefits resulting from the receipt of funds from the offering, actual launch 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:
Investor Relations:
Brian Prenoveau
MZ North America
+1 (561) 489-5315
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Exhibit 99.2
American Rebel Holdings, Inc. Announces Experienced Outdoor Industry Executive, Thomas Mihalek, as the new Chief Executive Officer of Provo, Utah based Champion Safe
Nashville, TN, April 26, 2024 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel, and American Rebel Beer ( www.americanrebelbeer.com ), announces the appointment of Thomas Mihalek as CEO of Champion Safe ( www.championsafe.com ). American Rebel sells safe and security products under the American Rebel, Champion Safe, Superior Safe and Safe Guard brands.
Mr. Mihalek, a lifetime member of the National Rifle Association (“NRA”) and a Heritage Club member of National Shooting Sports Foundation (“NSSF”), has been under contract as a strategic consultant to Champion Safe for the past few months to learn, assess and provide recommendations for operational improvements at Champion Safe. He has designed outreach programs within the SHOT industry on both the national and state level and has done lobby work for military and 2nd Amendment rights programming. Mr. Mihalek is an experienced outdoor industry executive that has decades of interaction with the distributor, dealer, and consumer sales channels, working for Smith & Wesson and Savage Arms to name a couple. He brings a needed blend of manufacturing, operations, sales, marketing skills and most importantly bottom-line business acumen. He is a direct communicator who cares deeply about the history of Champion Safe, and its long-standing commitment to quality. Most of all, he has a powerful sense of respect and appreciation for the American Rebel Brand and has an unwavering commitment to our consumers. In FY 2023 Q4 American Rebel began consolidation of existing Champion operations including several supplementary regional distribution locations and the day-to-day operations of the existing American Rebel Safe business unit.
“Tom Mihalek is the type of experienced, successful, hard-working leader that we look for as we build out American Rebel – America’s Patriotic Brand, and we are fortunate that he has accepted the CEO position at our wholly owned subsidiary, Champion Safe Company. We are convinced that Tom is the ideal choice as the next leader of Champion Safe,” stated Andy Ross, Chairman and CEO American Rebel Holdings, Inc. “We’re not just a safe company, we are a patriotic lifestyle brand and a proud supporter of the Second Amendment. We remain committed to executing our business plan with focus and intensity, while remaining agile enough to take advantage of market opportunities like our acquisition of Champion in July of 2022 and the recent launch of American Rebel Light – America’s Patriotic Beer.”
Mr. Mihalek, as CEO of Champion Safe, will report directly to Corey Lambrecht, Chief Operating Officer of American Rebel Holdings. “I have known Tom Mihalek for over 20 years, first meeting him when I was the Executive Vice President of Smith & Wesson Holdings, shortly after the acquisition of Smith & Wesson in May 2001,” said Corey Lambrecht. “Tom’s experience and skill set in manufacturing operations, in addition to his sales and marketing expertise, makes him ideally suited to lead Champion Safe as we focus on growing revenues and increasing market share while maintaining margins to drive profitability.”
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“Proud to say that I have acquired a great appreciation and understanding of manufacturing operations, both large and small. An efficient process is needed to truly maximize profitability and to continue to consistently deliver products that are of the highest quality to our dealer network and our end consumers,” said Tom Mihalek. “Do something you love and you will never work a day in your life’ is one of my favorite quotes. I am bullish about the opportunity to accelerate the introduction of the American Rebel branded safes and to continue to work with the senior team at Champion. I look forward to meeting several of our consumers and dealers in person at the upcoming 2024 NRA Show in Dallas, Texas.”
Champion Safe Company has been producing industry-leading gun safes with American-made steel since 1999 and since that time, their dedication to manufacturing superior quality gun safes has never changed.
“Growing revenues and increasing market share at Champion Safe while rolling out American Rebel safes to a wider dealer and customer base is a primary goal of our current Reg A+ offering and I’m convinced Tom is the right leader to help deliver on that goal,” said Andy Ross. “Interested investors 18 years or older can log onto our public offering website at http://invest.americanrebel.com and subscribe to the offering.”
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) operates 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 and www.americanrebelbeer.com . For investor information, visit www.americanrebel.com/investor-relations .
The Reg A Offering will be made by means of the Offering Circular. The securities offered by American Rebel are highly speculative. Investing in shares of American Rebel involves significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. American Rebel intends to list the Series C Preferred Stock offered under Offering Circular on Nasdaq Capital Market and doing so entails significant ongoing corporate obligations including but not limited to disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards. The listing of the Company’s Series C Preferred Stock on the Nasdaq Capital Market is not a condition of the Company’s proceeding with the Public Offering, and no assurance can be given that our application to list on Nasdaq Capital Market will be approved or that an active trading market for our Series C Preferred will develop.
For additional information on American Rebel, the Offering and any other related topics, please review the Offering Statement that can be found at: https://www.sec.gov/Archives/edgar/data/1648087/000149315224009903/form253g2.htm.
Additional information concerning risk factors related to the Offering, including those related to the business, government regulations, intellectual property and the offering in general, can be found in the section titled “Risk Factors” of the Offering Statement.
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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, actual receipt of funds under the Reg A Offering, effects of the offering on the trading price of our securities, implied or perceived benefits resulting from the receipt of funds from the offering, actual launch 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:
Investor Relations:
Brian Prenoveau
MZ North America
+1 (561) 489-5315
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