American Rebel Holdings Inc 8-K, filed Jan 15, 2025
American Rebel Holdings Inc (AREB)
About this 8-K
American Rebel Holdings Inc filed this 8-K on January 15, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 4.02: Earlier financial statements no longer reliable
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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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. ☐
As used in this Current Report on Form 8-K (this “Report”), the terms “the Company,” “we,” “us” and “our” refer to American Rebel Holdings, Inc. and its subsidiaries.
Item 3.02 Sale of Unregistered Securities.
On January 10, 2025, the Company authorized the issuance of 55,000 shares of common stock to a consultant pursuant to the terms of an amendment to a current consulting agreement.
On January 14, 2025, the Company authorized the issuance of 43,335 shares of Series D Convertible Preferred Stock to seven service providers to the Company and its subsidiaries.
The issuance of the shares of Common Stock and Series D Convertible Preferred 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 recipients of shares either are accredited investors with the experience and expertise to evaluate the merits and risks of an investment in securities of the Registrant and the financial means to bear the risks of such an investment or service providers to the Company.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On May 3, 2024, the Securities and Exchange Commission (the “SEC”) entered an order barring BF Borgers CPA PC (“Borgers”), the Company’s then independent registered public accounting firm, from appearing or practicing before the SEC as an accountant. As a result, Borgers could no longer act as the Company’s independent registered public accounting firm and, effective May 3, 2024, the Company dismissed Borgers as its independent registered public accounting firm and reported the dismissal in a Current Report on Form 8-K filed with the SEC on May 6, 2024.
Effective May 14, 2024, the Company engaged GBQ Partners LLC (“GBQ”) as the Company’s new independent registered public accounting firm and reported the engagement in a Current Report on Form 8-K filed with the SEC on May 14, 2024.
Given the circumstances giving rise to Borgers’ dismissal, the Company asked GBQ to re-audit its financial statements as of and for the years ended December 31, 2023 and December 31, 2022, and for which the Company expects to file an amended Annual Report on Form 10-K/A for the year ended December 31, 2023, (the “2023 Form 10-K/A”). Contemporaneously with the reaudit, the Company is undertaking an internal review of certain accounting policies and internal controls and procedures.
In the course of this internal review and while GBQ performs the reaudit, the following matters relating to the prior audited financial statements included in the 2023 Form 10-K and the unaudited interim financial statements for the quarters ended March 31, 2023, June 30, 2023, September 30, 2023, March 31, 2024 and June 30, 2024 included in the Quarterly Reports on Form 10-Q for those periods (the “Subject Forms 10-Q”) were considered to be material: (a) accounting for inventory, cost of goods sold, and accounts receivable; (b) accounting and recognition of certain expenses and accruals, including those related to debt obligations; (c) accounting for Series A preferred stock and related deferred compensation issued in November 2023; (d) accounting for the Champion business combination and subsequent goodwill impairment; and (e) adjustments to the right of use assets and liabilities. As a result, the Company determined that in order to reflect the foregoing, the Company’s financial statements for the years ended December 31, 2023 and December 31, 2022 would be restated and that the quarterly periods included in the Subject Forms 10-Q would not be restated but should not be relied upon.
Subsequent thereto, the board of directors of the Company, after discussion with management and GBQ of the matters described above, concluded that the Company’s (i) audited financial statements as of and for the years ended December 31, 2023 and December 31, 2022, as previously included in the 2023 Form 10-K; and (ii) interim unaudited financial statements included in the Subject Forms 10-Q, should no longer be relied upon due to the reasons stated above.
As promptly as possible following completion of the reaudit of the Company’s restated financial statements as of and for the years ended December 31, 2023 and December 31, 2022, the Company will file an amendment to the 2023 Form 10-K and include an explanatory restatement footnote with respect to the restated financial statements. In addition, these matters referred to above may represent a material weakness in the Company’s internal controls, which may be reported in amended Form 10-K/A, together with the Company’s planned remediation efforts.
The Company anticipates delaying the filing of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 (the “Pending 10-Q”). At this time, the Company expects to file 2023 Form 10-K/A and the Pending 10-Q on or before January 31, 2025.
The Company’s management and board of directors have discussed the matters disclosed in this Item 4.02 with GBQ, the Company’s independent registered public accounting firm.
Note Regarding Forward Looking Statements
This Report contains forward-looking statements that reflect our current views about future events. We use the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “could,” “seek,” “designed,” “potential,” “forecast,” “target,” “objective,” “goal” or the negatives of such terms or other similar expressions. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Item 7.01 Regulation FD Disclosure.
On January 13, 2025, the Company issued a press release entitled “American Rebel Holdings CEO Andy Ross Performs at Legendary Whiskey Jam Showcase.” A copy of the press release is attached hereto as Exhibit 99.1.
On January 15, 2025, the Company’s wholly-owned subsidiary, Champion Safe Company, Inc., issued a press release entitled “Champion Safe Company Unveils 2025 Estate Series Safes: Crafted with American Steel and Superior Craftsmanship for Unmatched Reliability.” A copy of the press release is attached hereto as Exhibit 99.2.
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 | Whiskey Jam Press Release dated January 13, 2025 | |
| 99.2 | Champion Safe 2025 Estate Series Safes Press Release dated January 15, 2025 | |
| 104 | Cover 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: January 15, 2025 | By: | /s/ Charles A. Ross, Jr. |
Charles A. Ross, Jr. Chief Executive Officer | ||
Exhibit 99.1
AMERICAN REBEL HOLDINGS CEO ANDY ROSS PERFORMS AT LEGENDARY WHISKEY JAM SHOWCASE
Nashville, TN, Jan. 13, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer (www.americanrebelbeer.com) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel (www.americanrebel.com), is proud to report its CEO Andy Ross performed at the Legendary Whiskey Jam Showcase (www.whiskeyjam.com) at Dierks Bentley’s Whiskey Row Nashville location (dierkswhiskeyrow.com) in the hub of the Broadway Entertainment District. Being invited to Whiskey Jam is a significant milestone in Andy’s music career as many of the top Nashville recording artists have been previous Whiskey Jam guests. Andy’s set was well received as he opened with “Rebel,” followed by “Country Girls Got Game,” “I Stand For You,” and he closed with “Cold Dead Hand.” Andy’s appearance at Whiskey Jam also provided the opportunity for Andy to introduce American Rebel Light to the management at Dierks Bentley’s Whiskey Row.
“My music opens a lot of doors for American Rebel Beer and so does the ten years I did of Maximum Archery World Tour on The Outdoor Channel and outdoor TV,” said Andy Ross. “American Rebel Light Beer has origins all the way back to 2013 when I wrote the song ‘American Rebel.’ We didn’t just make up this story to market our beer, it’s my life.”
Ward Guenther, founder of Whiskey Jam, said, “Whiskey Jam was founded back in 2011 as a chance for a bunch of friends to get together to play songs and party. There were a lot of writer’s nights in town that had subdued atmospheres….we wanted to have one that was just a free-for-all, and that caught on so fast and it has evolved into a thing where when artists come to town it’s on their list of things they gotta do; and it’s on people’s lists when they vacation here, ‘gotta check out Whiskey Jam.’ Nashville is built on people writing their own music and Whiskey Jam is a place the artists in town can share these songs they’ve been working on their whole lives to bring to Nashville.”
Whiskey Jam has held events for over 1,000 consecutive Monday nights in Nashville with over 5,000 artists, bands and songwriters having performed on Whiskey Jam stages. Over 450 #1 songs have been written or performed by Whiskey Jam guests.
About Whiskey Jam
In January 2011, Whiskey Jam started a Monday night event in the burgeoning Midtown Nashville area. Built on the idea of “Good music, good friends, good party,” what began as an underground writer’s night, quickly became a musical & social mainstay of the local music scene.
The first few months saw guest artists like OneRepublic, Kip Moore, Brett Eldredge, David Nail, Chris Young, Dustin Lynch and The Fray. The laid-back atmosphere was cool enough for locals, yet accessible enough for visitors. Music Row A-Listers enjoying beers and music alongside the aspiring stars of tomorrow. In that regard, it was a rare combination and an instant hit.
Over the past 14 years, Whiskey Jam has grown to have a huge following of artists, friends and fans, all drawn in by their honest attachment to the freshness and spark of the event. From Music Row publishing companies hosting “takeover” nights to showcase their team of talent, to Music Row record labels testing their latest artist’s mettle on the seasoned crowd, you’re always in for a great time. Of course, there’s always the occasional pop-in by one of Nashville’s (or LA’s or NYC’s) top writers or artists. The cherished Nashville idea of “you never know who you’re gonna see” is alive and well here. Whiskey Jam happens every Monday and Thursday night at Dierks Bentley’s Whiskey Row Nashville.
Notable Whiskey Jam guests include: A THOUSAND HORSES / RHETT AKINS / LAUREN ALAINA / FRANKIE BALLARD / GABBY BARRETT / DIERKS BENTLEY / LEE BRICE / KANE BROWN / THE CADILLAC THREE / COLBIE CAILLAT / CAM / CRAIG CAMPBELL / LUKE COMBS / EASTON CORBIN / DAN + SHAY / JORDAN DAVIS / GAVIN DEGRAW / TRAVIS DENNING / RUSSELL DICKERSON / RONNIE DUNN / ERNEST / BRETT ELDREDGE / MELISSA ETHERIDGE / TYLER FARR / THE FRAY / BRANTLEY GILBERT / RILEY GREEN / HARDY / WALKER HAYES / SAM HUNT / JAMEY JOHNSON / ELLA LANGLEYE / LADY A / CHRIS LANE / LIT / LOCASH / LOVE & THEFT / DUSTIN LYNCH / PEYTON MANNING / ASHLEY MCBRYDE / PARKER MCCOLLUM / SCOTTY MCCREERY / MIDLAND / SHAY MOONEY / KIP MOORE / MAREN MORRIS / MEGAN MORONEY / KACEY MUSGRAVES / DAVID NAIL / JERROD NEIMANN / OLD DOMINION / ONEREPUBLIC / BROTHERS OSBORNE / JAMES OTTO / BRAD PAISLEY / JON PARDI / ERIC PASLAY / CARLY PEARCE / CASSADEE POPE / MICHAEL RAY / THOMAS RHETT / CHASE RICE / JELLY ROLL / SHABOOZEY / DAN + SHAY / MATT STELL / NATE SMITH / COLE SWINDELL / CHRIS STAPLETON / MITCHELL TENPENNY / ZACH TOP / RANDY TRAVIS / KEITH URBAN / MORGAN WALLEN / DRAKE WHITE / RON WHITE / LAINEY WILSON / BRETT YOUNG / CHRIS YOUNG / BAILEY ZIMMERMAN
About American Rebel Light Beer
Produced in partnership with AlcSource, American Rebel Light Beer (www.americanrebelbeer.com) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.
American Rebel Light is a Premium Domestic Light Lager Beer. All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.
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 Light 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 .
American Rebel Holdings, Inc.
info@americanrebel.com
American Rebel Beverages, LLC
Todd Porter, President
tporter@americanrebelbeer.com
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 benefits of the launch party, 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:
tporter@americanrebelbeer.com
info@americanrebel.com
Exhibit 99.2
CHAMPION SAFE COMPANY UNVEILS 2025 ESTATE SERIES SAFES: CRAFTED WITH AMERICAN STEEL AND SUPERIOR CRAFTSMANSHIP FOR UNMATCHED RELIABILITY
Provo, UT, Jan. 15, 2025 (GLOBE NEWSWIRE) — Champion Safe Company (“Champion” or the “Company”) (championsafe.com), a wholly-owned subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand (americanrebel.com), is proud to announce the 2025 enhancements to its Estate Series, combining top-tier security with a touch of luxury . Known for offering a sophisticated blend of security and style, the Estate Series is designed to meet the needs of discerning homeowners who seek both protection and elegance for their valuables. The 2025 updates further improve the strength, functionality, and appearance of these safes.
“At Champion Safe Company, we take immense pride in producing top-tier safes that embody the spirit of American craftsmanship and patriotism . Our 2025 Estate Series showcases our commitment to providing unparalleled security and elegance for discerning homeowners. Each safe is a testament to the dedication, innovation, and quality that Champion Safe is known for. As we unveil these enhancements, we remain steadfast in our mission to protect the valuables of American families with the highest standards of strength and functionality. We are honored to serve our customers and uphold the values that make our nation great.” Tom Mihalek, CEO, Champion Safe Co. “ Since Champion Safe Company joined the American Rebel Holdings, Inc. family in July 2022, we have been proud to continue delivering high-quality products that reflect the patriotic values and unwavering standards of our public company . Champion’s 2025 Estate Series enhancements are continuing examples of our commitment to excellence, innovation, and the American spirit. We are dedicated to upholding the principles of patriotism, freedom, and the strength of our great nation as we provide superior safes for homeowners across this great country. “
Key updates for the 2025 Estate Series include:
Stylish Interior Upgrades
The 2025 Estate Series features a redesigned interior that offers a luxurious experience. With plush interiors and newly enhanced wood drawers equipped with jewelry inserts, the Estate Series combines style and functionality, making it perfect for protecting not only firearms but also family heirlooms, jewelry, and other valuables.
New Adjustable Gun Rack
A standout feature for 2025 is the newly designed adjustable gun rack, offering increased flexibility for organizing and storing firearms. This innovation allows users to maximize space according to their specific needs, ensuring a customized fit for any collection.
Elegant New Design with 1” Radius Edges
Champion Safe has introduced sleek, 1” radius edges for the 2025 Estate Series, giving the safes a more refined and modern look without compromising their strength. Available in both gloss and textured finishes, color options include Bronze, Ivory, Black, and Sandstone, allowing customers to choose a design that complements their home décor.
New Models and Specifications
The Estate Series now offers three models with updated deeper dimensions and capacities to suit various storage needs:
| ● | EC-17: 17 cubic feet, 570 lbs., 6-gun capacity | |
| ● | EC-14: 14 cubic feet, 425 lbs., 4-gun capacity | |
| ● | EC-10: 10 cubic feet, 345 lbs., compact and perfect for smaller storage needs |
Each model is equipped with 11-gauge steel walls and Champion’s Double-Steel Door Casement ™ for increased durability and protection.
For more information about the 2025 Estate Series, please visit championsafe.com
About Champion Safe Company
Champion Safe Company has been at the forefront of safe manufacturing for over 25 years, offering a range of high-quality safes designed for ultimate security and fire protection. With a commitment to craftsmanship and innovation, Champion Safes are trusted by homeowners, gun owners, and businesses across the nation.
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 americanrebel.com and americanrebelbeer.com . For investor information, visit americanrebel.com/investor-relations.
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 benefits of the 2025 enhancements to the Estate Series Safes, actual launch timing and availability of 2025 Estate Series Safes, 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 Contacts:
jon.minder@americanrebel.com
thomas.mihalek@americanrebel.com
info@americanrebel.com