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) March 5, 2025
AMERICAN
REBEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41267 | 47-3892903 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 5115 Maryland Way, Suite 303<br><br> <br>Brentwood, Tennessee | 37027 | |
| --- | --- | |
| (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. ☐
Item3.02 Sale of Unregistered Securities.
On March 5, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fourth closing notice for the exchange of $55,000 of assigned note portion for 208,333 shares of the Company’s common stock.
On March 6, 2025, Silverback Capital Corporation (“SCC”), pursuant to the Settlement Agreement and Stipulation with the Company dated December 26, 2024, requested the issuance of 80,000 shares of Common Stock to SCC, representing a payment of approximately $47,655.
On March 7, 2025, SCC requested the issuance of 185,000 shares of Common Stock to SCC, representing a payment of approximately $48,978.75.
On March 10, 2025, SCC requested the issuance of 190,000 shares of Common Stock to SCC, representing a payment of approximately $43,335.20.
On March 12, 2025, SCC requested the issuance of 279,000 shares of Common Stock to SCC, representing a payment of approximately $63,006.57.
On March 13, 2025, SCC requested the issuance of 290,000 shares of Common Stock to SCC, representing a payment of approximately $47,818.10.
On March 14, 2025, SCC requested the issuance of 305,000 shares of Common Stock to SCC, representing a payment of approximately $46,558.25.
On March 17, 2025, SCC requested the issuance of 320,000 shares of Common Stock to SCC, representing a payment of approximately $48,457.60.
On March 18, 2025, SCC requested the issuance of 330,000 shares of Common Stock to SCC, representing a payment of approximately $49,971.90.
On March 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifth closing notice for the exchange of $50,000 of assigned note portion for 218,055 shares of the Company’s common stock.
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On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a sixth closing notice for the exchange of $50,000 of assigned note portion for 218,055 shares of the Company’s common stock.
On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventh closing notice for the exchange of $50,000 of assigned note portion for 218,055 shares of the Company’s common stock.
On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a eighth closing notice for the exchange of $50,000 of assigned note portion for 218,055 shares of the Company’s common stock.
On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a ninth closing notice for the exchange of $65,000 of assigned note portion for 283,471 shares of the Company’s common stock.
On March 13, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a tenth closing notice for the exchange of $50,000 of assigned note portion for 307,220 shares of the Company’s common stock.
On March 17, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a sixth closing notice for the exchange of $50,000 of assigned note portion for 307,220 shares of the Company’s common stock.
On March 18, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a sixth closing notice for the exchange of $50,000 of assigned note portion for 330,033 shares of the Company’s common stock.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), Section 3(a)(10) 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.
As of March 18, 2025, the Company had 9,223,647 shares of common stock issued and outstanding.
Item7.01 Regulation FD Disclosure.
On March 6, 2025, the Company issued a press release titled “American Rebel Light Beer Continues Rapid National Retailer Rollout Momentum with Multi-Case Placement Throughout Balls Food Stores, a Leader in the Kansas City Metro Market for Over 100 Years.” A copy of the press release is attached hereto as Exhibit 99.1.
On March 14, 2025, the Company’s wholly-owned subsidiary, Champion Safe Company, issued a press release titled “Champion Safe’s 2025 Triumph Series Gains Dealer Attention with Advanced Security Enhancements.” 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.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibit Number | Description |
| --- | --- |
| 99.1 | Ball Food Stores Press Release dated March 6, 2025 |
| 99.2 | Champion Safe 2025 Triumph Series Press Release dated March 14, 2025 |
| 104 | Cover<br> 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:<br> March 19, 2025 | By: | /s/ Charles A. Ross, Jr. |
| Charles<br> A. Ross, Jr.<br><br> <br>Chief<br> Executive Officer |
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Exhibit99.1
AmericanRebel Light Beer Continues Rapid National Retailer Rollout Momentum with Multi-Case Placement Throughout Balls Food Stores, a Leaderin the Kansas City Metro Market for Over 100 Years
Nashville,TN, March 06, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), proudly reports that American Rebel Premium Light Lager Beer (“Rebel Light”) continues the ongoing rollout with Balls Food Stores ( ballsfoods.com ) under the Price Chopper, Hen House, Sun Fresh Market and Payless Discount Foods brands throughout the Kansas City metro market area.
AmericanRebel Light Beer Multi-Case Product Displays to Feature 12oz cases and our 16oz Stand Tall, Stand Proud, Be Loud Premium Light Lager.
AmericanRebel Light Beer is a Premium Domestic Light Lager with a crisp, clean and bold taste. Rebel Light Beer is all natural, with no addedsupplements.
BallsFood Stores Customers will be able to enter the “Scan to Win Promotion” With a Chance to Win an American Rebel CollectibleSafe.
Three Price Chopper ( pricechopper.com ) and two Hen House ( henhouse.com ) grocery store locations will have the collectible American Rebel safe on display to promote the American Rebel Light Beer Scan to Win promotion. Other participating locations will have a QR code in a display to enter to win the safe. All participating locations will have plenty of Rebel Light Beer stocked around the safe or the contest display.
“We’ve had tremendous success in Tennessee with the Scan to Win promotion and when I brought the idea to David Ball, CEO of Balls Food Stores, he loved it and wanted to roll it out in all of his Kansas City area locations,” said American Rebel CEO Andy Ross. “PriceChopper is the official grocery store of the Kansas City Chiefs and their focus on fresh foods and local partnerships made them a perfectfit for supporting Rebel Light. My family has deep roots in the Kansas City area just like David’s family does. David’s grandfather, Sidney Ball, and his grandmother, Mollie Ball, started a small neighborhood grocery store on the corner of 16 ^th^and Stewart in Kansas City, Kansas in 1923. My dad, Bud Ross, started Kustom Electronics in Chanute, Kansas, in 1964. Balls Food Stores under the Price Chopper and Hen House brands and Rebel Light are a perfect match.”
“Ilove what American Rebel stands for and I’m very excited to support this great product,” said David Ball, CEO Balls FoodStores ( ballsfoods.com ). “Andy’s energy and passion for his product is contagious and my job is sharing that energyand passion with our 3,000+ amazing teammates that are a part of the Balls Food Stores family. Our grocery store, as my grandfather said decades ago, is only as good as the people who work there. We are very blessed to have dedicated teammates who have created a great culture in our stores for our customers. And I think our customers will love Rebel Light!”
“Iwasn’t surprised that David Ball understood what American Rebel was all about,” said Andy Ross. “David is a true patriotand an American Rebel!”
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AboutAmerican Rebel Light Beer
Produced in partnership with AlcSource, American Rebel Light Beer (americanrebelbeer.com) is a premium domestic 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.
AboutBalls Food Stores
Balls Food Stores have come a long way since opening their first store in 1923. Today Balls Food Stores currently run 26 stores under the Price Chopper, Hen House, Sun Fresh Market, and Payless Discount Foods brands that spread throughout the Kansas City metropolitan area. Balls Foods’ ongoing commitment to fresh foods, partnering with local suppliers and outstanding customer service has enabled the company to not only grow, but thrive. For more information, visit ballsfoods.com.
AboutAmerican 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.
MediaInquiries:
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
AmericanRebel Holdings, Inc.
info@americanrebel.com
AmericanRebel Beverages, LLC
Todd Porter, President
tporter@americanrebelbeer.com
Forward-LookingStatements
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 placements in Balls Food Stores, benefits of the Scan to Win program, success and availability of the promotional activities, 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 and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2024. 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.
CompanyContact:
tporter@americanrebelbeer.com
info@americanrebel.com
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Exhibit 99.2
ChampionSafe’s 2025 Triumph Series Gains Dealer Attention with Advanced Security Enhancements
Provo,UT, March 14, 2025 (GLOBE NEWSWIRE) -- The 2025 Triumph Series from Champion Safe Company, a leading manufacturer of premium safes and wholly-owned subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand (americanrebel.com), has been generating strong dealer interest since its January release, as retailers recognize the latest upgrades set it apart fromcompeting high-security safes . Known for its elite-level security and fire protection , the Triumph Series is now even more formidable thanks to key feature enhancements.
For 2025, the Triumph Series introduces several major upgrades , including:
NEWTempered Glass Relocker System – Now available on the Triumph Series, this advanced security feature automatically engagesa secondary relock mechanism if the safe is attacked , significantly enhancing burglary resistance.
NEW3/16” Steel Body – A thicker steel body reinforces the safe’s durability and outperforms many competitor models.
UPGRADEDFire Rating: 1750°F for Two Hours – Now offering some of the highest fire protection in its class .
NEWDoor Adjustment System – A more user-friendly mechanism that allows for precise fit and improved long-term security.
The Triumph Series remains one of the strongest safes available , thanks to its 5½-inch-thick Double-Step ^™^door,four-way active boltworks, and Champion’s exclusive Diamond-Embedded Armor Plate ^™^. The high-capacitygun racks, plush interior, adjustable shelving, and motion-activated LED lighting further enhance convenience and usability.
“Dealers are recognizing that the Triumph Series offers superior security and build quality compared to similarly priced competitors ,” said Tom Mihalek, CEO of Champion Safe Company. “By upgrading the steel body, adding the glass relocker, and increasing thefire rating , we’ve positioned Triumph as one of the most secure and feature-rich safes in its class .”
With multiple sizes and finishes , including high-gloss Black, Ivory, and Platinum , the Triumph Series offers unmatchedsecurity, superior craftsmanship, and a refined design.
For more information about the Triumph Series and to find a dealer, visit ChampionSafe.com.
AboutChampion Safe Company
championsafe.com
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.
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AboutAmerican 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-LookingStatements
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 product innovations, actual revenues for fiscal 2025, 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.
CompanyContacts
ir@americanrebel.com
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