8-K
AMERICAN REBEL HOLDINGS INC (AREB)
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 21, 2025
AMERICAN
REBEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41267 | 47-3892903 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 218 3^rd^ Avenue North**, #400**<br><br> <br>Nashville, Tennessee | 37201 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (833) 267-3235
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value | AREB | The<br> Nasdaq Stock Market LLC |
| Common<br> Stock Purchase Warrants | AREBW | The<br> 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. ☐
Item3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
NasdaqHearings Panel Confirmation of Compliance with Equity Rule
On November 21, 2025, the Company received a compliance letter from the Nasdaq Hearings Panel (“Panel”) confirming the Company is in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).
In its November 21, 2025 letter, the Panel advised that, based on the Nasdaq Listing Qualifications Staff’s compliance worksheet, American Rebel has satisfied the exception previously granted under the Equity Rule. Under Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory one-year Panel monitoring period beginning on the date of the letter.
If, within the one-year monitoring period, Nasdaq Staff finds the Company again out of compliance with the Equity Rule that was the subject of the exception, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to that deficiency and Staff will not be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company will have the opportunity to respond/present to the Hearings Panel as provided by Listing Rule 5815(d)(4)(C). The Company’s securities may be at that time delisted from Nasdaq.
This report contains forward-looking statements, including, but not limited to, the Company’s expectations about its continued compliance with Nasdaq’s listing standards (including the Equity Rule and the one-year Panel monitoring period), its ability to maintain or enhance stockholders’ equity, its plans and strategies to create long-term stockholder value, and its growth and operating outlook for 2026 and beyond.. 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.
Item7.01 Regulation FD Disclosure.
On May 2, 2024, the Company issued a press release entitled “American Rebel Holdings, Inc. (NASDAQ: AREB) Receives Nasdaq Panel Determination Confirming Compliance with Minimum Stockholders’ Equity Requirement.” 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 Company 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.
Item8.01 Other Information.
Effective November 21, 2025, the Company moved its principal executive office to 218 3^rd^ Avenue North, #400, Nashville, Tennessee 37210.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Nasdaq Panel Determination Letter Press Release dated November 24, 2025 |
| 104 | Cover<br> Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN REBEL HOLDINGS, INC. | ||
|---|---|---|
| Date:<br> November 24, 2025 | By: | /s/ Charles A. Ross, Jr. |
| Charles<br> A. Ross, Jr.<br><br> <br>Chief<br> Executive Officer |
Exhibit99.1
AmericanRebel Holdings, Inc. (NASDAQ: AREB) Receives Nasdaq Panel Determination Confirming Compliance with Minimum Stockholders’ EquityRequirement
NasdaqHearings Panel Confirms American Rebel Holdings, Inc. Has Met $2.5 Million Stockholders’ Equity Rule; American Rebel Holdings,Inc. is fully Compliant and Remains Listed on The Nasdaq Capital Market
NASHVILLE, Tenn., Nov. 24, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (“American Rebel” or the “Company”) (NASDAQ: AREB) today announced that it received written notice on November 21, 2025 from the Nasdaq Hearings Panel (the “Panel”)stating that the Company is in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”), which requires stockholders’equity of at least $2.5 million for continued listing on The Nasdaq Capital Market .
The Panel’s compliance determination follows the Company’s filing of its Quarterly Report on Form 10-Q for the period ended September 30, 2025, on November 10, 2025, which reported stockholders’ equity of $3,378,257—above the required $2.5 million threshold and in line with the Panel’s prior directive that American Rebel evidence compliance with the Equity Rule on or before November 15, 2025. As a result, American Rebel’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “AREB.”
AndyRoss – CEO of American Rebel Holdings, Inc. Commentary
“The compliance notice from the Nasdaq Hearings Panel on Friday, November 21, 2025, is an important milestone for American Rebel andfor all of our stockholders, ” said Andy Ross, Chief Executive Officer of American Rebel Holdings, Inc.
“ We believea Nasdaq listing is a critical asset for our Company—it supports liquidity, helps broaden our investor base, and reinforces thelevel of transparency and governance we strive to deliver. We are fully committed to taking whatever corporate actions are necessaryto remain in compliance with Nasdaq’s standards because we believe it is in the best interests of both our current and future stockholdersas we continue to build the next great American company, American Rebel Holdings, Inc.”
“Weare deeply appreciative of the professionalism and patience shown by Nasdaq and the Panel throughout this process, and we are equallygrateful to our strategic partners, strategic investors and loyal stockholders who continued to support us while we executed our plan,”Ross continued. “With our stockholders’ equity restored and our Nasdaq continued listing confirmed, we are energized as welook ahead to 2026 and beyond, focused on disciplined execution and long-term value creation.”
NasdaqPanel Determination Confirming Compliance for Continued Listing for AREB
In its November 21, 2025, letter, the Panel advised that, based on the Nasdaq Listing Qualifications Staff’s compliance worksheet, American Rebel has satisfied the exception previously granted under the Equity Rule. Under Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory one-year Panel monitoring period beginning on the date of the letter.
During this monitoring period, if the Company again falls out of compliance with the Equity Rule, Nasdaq staff will be required to issue an immediate delisting determination without offering an additional cure or plan-of-compliance period, although the Company would retain the right to request a new hearing before a Nasdaq hearings panel.
AmericanRebel Holdings, Inc. Significant Improvement in Stockholders’ Equity
The Panel’s decision caps a multi-quarter effort by American Rebel to resolve its stockholders’ equity deficiency following Nasdaq’s February 19, 2025 notification that the Company did not meet the Equity Rule as of September 30, 2024. Over the course of 2025, American Rebel executed a series of strategic and corporate initiatives designed to strengthen its balance sheet and restore positive equity, which were reflected in its quarterly filings:
| ● | As<br> disclosed in its Q1 2025 Form 10-Q, the Company reported a stockholders’ deficit of<br> approximately $(8.0) million as of March 31, 2025. |
|---|---|
| ● | By<br> June 30, 2025, the deficit had narrowed to approximately $(3.1) million, as disclosed in<br> its Q2 2025 Form 10-Q. |
| ● | As<br> reported in the Q3 2025 Form 10-Q, stockholders’ equity improved to a positive $3,378,257<br> as of September 30, 2025—an improvement of roughly $11.4 million from March 31, 2025,<br> and approximately $6.5 million from June 30, 2025. |
This progression from a material deficit to positive equity above the Nasdaq standard is also illustrated in the Company’s stockholder equity chart comparing the periods ended September 30, 2024, December 31, 2024, March 31, 2025, June 30, 2025, and September 30, 2025, demonstrating consistent quarter-over-quarter improvement through September 30, 2025.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel is a patriotic lifestyle brand that began as a designer and marketer of branded safes and personal security products. Over time, the Company has expanded into additional consumer categories—including American Rebel Light Beer, apparel and accessories—seeking to serve customers who identify with the American Rebel brand and its values. With the launch and ongoing rollout of American Rebel Light Beer in 2024, the Company is pursuing growth across the United States alongside experienced distribution partners in the premium light lager segment.
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 Securities and Exchange Commission, can be found on the investor relations section of American Rebel’s website.
Media:
Monica Brennan
Monica@NewtoTheStreet.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and can be identified by words such as “believe,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “estimate,” “may,” “could,” and similar expressions, or their negatives. These statements include, among others, statements regarding the Company’s expectations about its continued compliance with Nasdaq’s listing standards (including the Equity Rule and the one-year Panel monitoring period), its ability to maintain or enhance stockholders’ equity, its plans and strategies to create long-term stockholder value, and its growth and operating outlook for 2026 and beyond.
Forward-looking statements are based on current assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, Nasdaq’s ongoing monitoring of the Company’s compliance with applicable listing requirements; the Company’s ability to execute operational, financial and strategic initiatives; market acceptance and performance of the Company’s products and brands; the performance and reliability of distribution partners and supply chains; competitive dynamics; general economic and industry conditions; the Company’s ability to obtain additional capital on acceptable terms, if needed; dilution arising from any financing or corporate actions; integration and performance of any acquisitions, partnerships or new product launches; regulatory and legal developments; and other factors described in the Company’s filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release. American Rebel undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
InvestorContact
American Rebel Holdings, Inc.
Email: IR@americanrebel.com