As
filed with the Securities and Exchange Commission on October 6, 2023
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN
REBEL HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
47-3892903 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
909
18th Avenue South, Suite A
Nashville,
Tennessee 37212
(833)
267-3235
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Charles
A. Ross, Jr.
Chief
Executive Officer
909
18th Avenue South, Suite A
Nashville,
Tennessee 37212
Telephone:
(833) 267-3235
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Joseph
M. Lucosky, Esq.
Scott
E. Linsky, Esq.
Lucosky
Brookman LLP
101
Wood Avenue South, 5th Floor
Iselin,
NJ 08830
(732)
395-4400
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
|
Smaller
reporting company |
☒ |
|
|
|
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 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
registration statement contains a resale prospectus to be used for the resale by the selling stockholders, pursuant to General Instruction
I.B.3 to Form S-3, of up to 5,977,374 shares of our common stock issuable upon exercise of common stock purchase warrants held by such
selling stockholders.
We
intend for the offering and sale of shares pursuant to this prospectus to be a secondary offering of our shares in accordance with General
Instruction I.B.3 of Form S-3, which allows outstanding securities to be offered for the account of any person other than the registrant.
The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to Completion, dated October 6, 2023
PROSPECTUS
AMERICAN
REBEL HOLDINGS, INC.
5,977,374
Shares of Common Stock
This
prospectus relates to the resale, from time to time, of up to 5,977,374 shares (the “Shares”) of our common stock, par value
$0.001 per share (“Common Stock”), by the selling stockholders identified in this prospectus under “Selling Stockholders”
(the “Offering”) pursuant to an inducement offer letter agreement the Company entered into and closed on with the Selling
Stockholders on September 8, 2023 (collectively, the “Inducement Letter”), which includes up to 2,988,687 shares of the Company’s
common stock at a reduced exercise price of $1.10 per share in consideration for the Company’s agreement to issue two new common
stock purchase warrants (the “New Warrant A” and the “New Warrant B” and, together, the “New Warrants”),
to purchase, in the aggregate, up to 5,977,374 shares of the Company’s common stock (the “New Warrant Shares”).
We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of the Shares.
We will, however, receive proceeds from any warrants that are exercised through the payment of the exercise price in cash, in a maximum
amount of up to approximately $6,575,111.40. The Selling Stockholders will bear all commissions and discounts, if any, attributable
to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.
No
securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of
the offering of such securities.
INVESTING
IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED
IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.
Our
Common Stock and certain existing warrants (the “Existing Warrants”) are traded on the Nasdaq Capital Market under the symbols
“AREB” and “AREBW,” respectively. On October 5, 2023, the last reported sale price of our Common Stock on The
NASDAQ Capital Market was $0.62 per share.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 6 in this prospectus for a discussion
of information that should be considered in connection with an investment in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is October 6, 2023
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”).
You should read this prospectus and the information and documents incorporated by reference carefully. Such documents contain important
information you should consider when making your investment decision. See “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference” in this prospectus.
This
prospectus may be supplemented from time to time to add, to update or change information in this prospectus. Any statement contained
in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained
in a prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this
prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus. You may only
rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with
different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other
than the securities offered by this prospectus. This prospectus and any future prospectus supplement do not constitute an offer to sell
or a solicitation of an offer to buy any securities in any circumstances in which such offer or solicitation is unlawful. Neither the
delivery of this prospectus or any prospectus supplement nor any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in our affairs since the date of this prospectus or such prospectus supplement or that the information
contained by reference to this prospectus or any prospectus supplement is correct as of any time after its date.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You
Can Find More Information.”
The
Selling Stockholders are offering the Shares only in jurisdictions where such offer is permitted. The distribution of this prospectus
and the sale of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession
of this prospectus must inform themselves about, and observe any restrictions relating to, the distribution of this prospectus and the
sale of the Shares outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to
sell, or a solicitation of an offer to buy, the Shares by any person in any jurisdiction in which it is unlawful for such person to make
such an offer or solicitation. If there is any inconsistency between the information in this prospectus and the applicable prospectus
supplement, you should rely on the prospectus supplement. Before purchasing any securities, you should carefully read both this prospectus
and the applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find
More Information; Incorporation by Reference.”
We
have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer or sale
is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this
prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate only as
of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations
and prospects may have changed since those dates.
When
we refer to “American Rebel,” “we,” “our,” “us” and the “Company” in this
prospectus, we mean American Rebel Holdings, Inc., unless otherwise specified. When we refer to “you,” we mean the holders
of the applicable series of securities.
SPECIAL
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements. These forward-looking statements contain information about our expectations, beliefs
or intentions regarding our product development and commercialization efforts, business, financial condition, results of operations,
strategies or prospects, and other similar matters. These forward-looking statements are based on management’s current expectations
and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult
to predict. These statements may be identified by words such as “expects,” “plans,” “projects,” “will,”
“may,” “anticipates,” “believes,” “should,” “intends,” “estimates,”
and other words of similar meaning.
These
statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ
materially from current expectations include, among other things, those listed under the section titled “Risk Factors” and
elsewhere in this prospectus, in any related prospectus supplement and in any related free writing prospectus.
Any
forward-looking statement in this prospectus, in any related prospectus supplement and in any related free writing prospectus reflects
our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our
business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these
forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus, any related
prospectus supplement and any related free writing prospectus and the documents that we reference herein and therein and have filed as
exhibits hereto and thereto completely and with the understanding that our actual future results may be materially different from any
future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update
or revise these forward-looking statements for any reason, even if new information becomes available in the future.
This
prospectus, any related prospectus supplement and any related free writing prospectus also contain or may contain estimates, projections
and other information concerning our industry, our business and the markets for our products, including data regarding the estimated
size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies
is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected
in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research
surveys, studies and similar data prepared by third parties, industry and general publications, government data and similar sources.
In some cases, we do not expressly refer to the sources from which these data are derived.
PROSPECTUS
SUMMARY
This
summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus and in the
documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should
consider before investing in our securities. To fully understand this offering and its consequences to you, you should read this
entire prospectus carefully, including the information referred to under the heading “Risk Factors” in this prospectus
beginning on page 6, the financial statements and other information incorporated by reference in this prospectus when making an
investment decision. This is only a summary and may not contain all the information that is important to you. You should carefully
read this prospectus, including the information incorporated by reference therein, and any other offering materials, together with
the additional information described under the heading “Where You Can Find More Information.”
THE
COMPANY
Corporate
Summary
American
Rebel Holdings, Inc. was incorporated on December 15, 2014, in the State of Nevada and is authorized to issue 600,000,000 shares of $0.001
par value common stock (“Common Stock”) and 10,000,000 shares of $0.001 par value preferred stock (“Preferred Stock”).
The
Company operates primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products.
Additionally, the Company designs and produces branded apparel and accessories and intends to enter the beverage industry in early
2024.
We
believe that when it comes to their homes, consumers place a premium on their security and privacy. Our products are designed to offer
our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering
products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style,
which is synonymous with the American Rebel brand.
Our
safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store
firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories and other valuables, and
we aim to make our products accessible at various price points for home and office use. We believe our products are designed for safety,
quality, reliability, features and performance.
To
enhance the strength of our brand and drive product demand, we work with our manufacturing facilities and various suppliers to emphasize
product quality and mechanical development in order to improve the performance and affordability of our products while providing support
to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line
price ranges.
We
believe that safes are becoming a ‘must-have appliance’ in a significant portion of households. We believe our current safes
provide safety, security, style and peace of mind at competitive prices.
In
addition to branded safes, we offer an assortment of personal security products as well as apparel and accessories for men and women
under the Company’s American Rebel brand. Our backpacks utilize what we believe is a distinctive sandwich-method concealment pocket,
which we refer to as Personal Protection Pocket, to hold firearms in place securely and safely. The concealment pockets on our Freedom
2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.
We
believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in
part through our Chief Executive Officer, Charles A. “Andy” Ross, who has written, recorded and performs a number of songs
about the American spirit of independence. We believe our customers identify with the values expressed by our Chief Executive Officer
through the “American Rebel” brand.
Through
our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods,
hunting and firearms stores, as well as online, including our website and e-commerce platforms such as Amazon.com.
American
Rebel is boldly positioning itself as “America’s Patriotic Brand” in a time when national spirit and American values
are being rekindled and redefined. American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach
and preach good common practices of gun ownership. American Rebel products keep you concealed and safe inside and outside the home. American
Rebel Safes protect your firearms and valuables from children, theft, fire and natural disasters inside the home; and American Rebel
Concealed Carry Products provide quick and easy access to your firearm utilizing American Rebel’s Proprietary Protection Pocket
in its backpacks and apparel outside the home. The initial company product releases embrace the “concealed carry lifestyle”
with a focus on concealed carry products, apparel, personal security and defense. “There’s a growing need to know how to
protect yourself, your family, your neighbors or even a room full of total strangers,” says American Rebel’s Chief Executive
Officer, Andy Ross. “That need is in the forethought of every product we design.”
The
“concealed carry lifestyle” refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere
you go. The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote
from Richard F. Teerlink, Harley’s chairman and former chief executive, “It’s not hardware; it is a lifestyle, an emotional
attachment. That’s what we have to keep marketing to.” As an American icon, Harley has come to symbolize freedom, rugged
individualism, excitement and a sense of “bad boy rebellion.” American Rebel – America’s Patriotic Brand has
significant potential for branded products as a lifestyle brand. Its innovative Concealed Carry Product line and Safe line serve a large
and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes.
Recent
Developments
Armistice
Agreement and Private Placement
On
June 27, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Armistice Capital
Master Fund Ltd. (“Armistice”) for the purchase and sale of, subject to customary closing conditions, (i) an aggregate of
71,499 shares (the “Common Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”),
(ii) prefunded warrants (the “Prefunded Warrants”) that are exercisable into 615,000 shares of Common Stock (the “Prefunded
Warrant Shares”) and (iii) warrants (the “Warrants”) to initially acquire up to 686,499 shares of Common Stock (the
“Warrant Shares”) (representing 100% of the Common Shares and Prefunded Warrant Shares) in a private placement offering (the
“Private Placement”) for gross proceeds of $3 million. The Private Placement closed on June 30, 2023.
The
aggregate purchase price for the Common Shares, Prefunded Warrants and the Warrants purchased by Armistice was equal to (i) $4.37 for
each Common Share (and related Warrants) purchased by Armistice, or (ii) $4.36 for each Prefunded Warrant (and related Warrants) purchased
by Armistice, which Prefunded Warrants are exercisable into Prefunded Warrant Shares at the initial Exercise Price (as defined in the
Prefunded Warrant) of $0.01 per Prefunded Warrant Share in accordance with the Prefunded Warrant.
The
Warrant has an exercise price of $4.24 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification
or similar transaction occurring after the date of the Purchase Agreement. The Warrant will be exercisable commencing on the date of
issuance, and will expire five years from the date of issuance.
The
Prefunded Warrant has an initial exercise price of $0.01 per Prefunded Warrant Share, is to be pre-funded to the Company on or prior
to the initial exercise date of the Prefunded Warrant and, consequently, no additional consideration (other than the nominal exercise
price of $0.01 per Prefunded Warrant Share) is required to be paid by the Buyer to exercise the Prefunded Warrant.
The
Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with Armistice to register
the Common Shares and the shares of Common Stock underlying the Warrants issued in the Private Placement for resale. The registration
statement to which this prospectus relates is being filed pursuant to the Registration Rights Agreement.
The
Company engaged EF Hutton, division of Benchmark Investments, LLC (“EF Hutton” or the “Placement Agent”), as
the Company’s placement agent for the Private Placement. The Placement Agent was paid a cash fee equal to an aggregate of ten percent
(10.0%) of the aggregate gross proceeds raised in the Private Placement.
Amendment
to the Articles of Incorporation and Reverse Stock Split
On
November 28, 2022, the stockholders of the Company approved a Certificate of Amendment to the Company’s Second Amended and Restated
Articles of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of the Company’s shares
of common stock, par value $0.001 per share at a ratio of up to 1-for-25 (the “Reverse Stock Split”). Thereafter, on June
23, 2023, the Board set the Reverse Stock Split ratio at 1-for-25 and approved and authorized the filing of the Certificate of Amendment
on June 23, 2023. The Certificate of Amendment became effective on June 27, 2023.
The
Reverse Stock Split was intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of Common
Stock (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market (“Nasdaq”). The
Reverse Stock Split began trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on June 27, 2023. On
July 12, 2023, the Company received a written notification from the staff of The Nasdaq Stock Market LLC indicating that, as of July
11, 2023, the Company had regained compliance with the Minimum Bid Price Requirement.
Sponsorship
Agreement
Effective
July 1, 2023, in connection with establishing a vendor relationship with Menards to sell the Company’s safes and ammo lockers,
the Company entered into a Sponsorship Agreement (the “Sponsorship Agreement”) with Tony Stewart Racing Nitro, LLC, d/b/a
TSR Nitro (the “TSRN”), a race team operating a Funny Car Team competing full time with the NHRA (the “Series”).
The Company agreed to be the primary sponsor of TSRN’s Funny Car Team and Driver participation in the Series on a full-time basis
as the “Official Gun Safe Supplier” of “Tony Steward Racing Nitro.” Under the terms of the Sponsorship Agreement,
the Company agreed to a sponsorship fee in the total amount of up to $800,000. The initial term of the Sponsorship Agreement runs through
December 31, 2023 and shall automatically renew through July 31, 2025 (or after ten (10) 2025 season races, whichever comes first)
unless TSRN elects in writing to terminate following the 2023 season.
The
Sponsorship Agreement contains, among other provisions, certain representations and warranties by the parties, intellectual property
protection covenants, certain indemnification rights in favor of each party and customary confidentiality provisions.
American
Rebel Beer
On
August 9, 2023, the Company entered into a Master Brewing Agreement with Associated Brewing Company. Under the terms of the Brewing Agreement,
Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product
being American Rebel Light Beer. American Rebel Light Beer will launch regionally in early 2024.
Inducement
Letter
On
September 8, 2023 (the “Effective Date”), the Company entered into and closed a securities purchase agreement (the “Inducement
Letter”) with certain accredited investors (the “Holders”), whereby the Holders of existing common stock purchase warrants
(the “Existing Warrants”) agreed to purchase shares of common stock of the Company. The Existing Warrants were issued
on July 8, 2022 and June 28, 2023 and had an exercise price of $4.37 and $4.24, respectively per share.
Pursuant
to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 2,988,687 shares
of the Company’s common stock at a reduced exercise price of $1.10 per share in consideration for the Company’s agreement
to issue two new common stock purchase warrants (the “New Warrant A” and the “New Warrant B” and, together, the
“New Warrants”), as described below, to purchase, in the aggregate, up to 5,977,374 shares of the Company’s
common stock (the “New Warrant Shares”). The Company expects to receive aggregate gross proceeds of approximately
$3,287,555.70 from the exercise of the Existing Warrants by the Holders. Prior to the foregoing transaction, the Company had 3,151,883
shares of common stock outstanding.
The
closing of the transactions contemplated pursuant to the Inducement Letter occurred on September 8, 2023 (the “Closing Date”),
Each
New Warrant will have an exercise price equal to $1.10 per share. The New Warrants will be immediately exercisable from the date of issuance
until the five-year anniversary of the date of issuance.
The
representations and warranties contained in the Inducement Letter were made by the parties to, and solely for the benefit of, the other
in the context of all of the terms and conditions of the Inducement Letter and in the context of the specific relationship between the
parties. The provisions of the agreement, including the representations and warranties contained therein, are not for the benefit of
any party other than the parties to the Inducement Letter. The Inducement Letter is not intended for investors and the public to obtain
factual information about the current state of affairs of the parties.
Background
of the Offering
See
– “Recent Developments – Inducement Letter”
THE
OFFERING
Issuer |
|
American
Rebel Holdings, Inc. |
|
|
|
Shares
of Common Stock offered by us |
|
None |
|
|
|
Shares
of Common Stock offered by the Selling Stockholders |
|
5,977,374
shares (1) |
|
|
|
Shares
of Common Stock outstanding before the Offering |
|
4,272,291
shares (2) |
|
|
|
Shares
of Common Stock outstanding after completion of this offering, assuming the sale of all shares offered hereby |
|
10,249,665
shares (2) |
|
|
|
Use
of proceeds |
|
We
will not receive any proceeds from the resale of the common stock by the Selling Stockholders. |
|
|
|
Market
for Common Stock |
|
Our
common stock and certain existing warrants are listed on The Nasdaq Capital Market under the symbols “AREB” and “AREBW,”
respectively. |
|
|
|
Risk
Factors |
|
Investing
in our securities involves a high degree of risk. See the “Risk Factors” section of this prospectus on page 6 and in
the documents we incorporate by reference in this prospectus for a discussion of factors you should consider carefully before deciding
to invest in our securities. |
(1) |
This
amount consists of an agreement between the Company and Holders of the Inducement Letter to exercise 2,988,687 shares of the Company’s
common stock at a reduced exercise price of $1.10 per share in consideration for the Company’s agreement to issue two new common
stock purchase warrants to purchase, in the aggregate, up to 5,977,374 shares of the Company’s common stock, issued pursuant
to the Inducement Letter. |
(2) |
The
number of shares of Common Stock outstanding before and after the Offering is based on 4,272,291 shares outstanding as of
October 6, 2023 and excludes the following: |
● |
0 shares
of Common Stock issuable upon the exercise of outstanding stock options having a weighted average exercise price of $0 per
share; |
● |
9,603,950 shares
of common stock issuable upon the exercise of outstanding warrants having a weighted average exercise price of $17.40 per
share; |
● |
0 shares
of common stock issuable upon the conversion of convertible promissory notes having a conversion price of $0 per share. |
RISK
FACTORS
Our
business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond
our control, including those set forth in our most recent Annual Report on Form 10-K for the year ended December 31, 2022, the occurrence
of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors
previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022.
USE
OF PROCEEDS
We
are not selling any securities in this prospectus. All proceeds from the resale of the shares of our Common Stock offered by this
prospectus will belong to the Selling Stockholders. We will not receive any proceeds from the resale of the shares of our Common Stock
by the Selling Stockholders. We may receive proceeds from the cash exercise of the Warrants, which, if exercised in cash at the current
exercise price with respect to all 5,977,374 shares of Common Stock, would result in gross proceeds of approximately $6,575,111.40
to us.
PRIVATE
PLACEMENT OF DEBENTURES AND WARRANTS
On
September 8, 2023, the Company entered into the Inducement Letter with certain accredited investors, the Holders, of existing warrants,
made up of common stock purchase warrants, to purchase shares of common stock of the Company. The Existing Warrants were issued on July
8, 2022 and June 28, 2023 and had an exercise price of $4.37 and $4.24, respectively per share.
Pursuant
to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 2,988,687 shares
of the Company’s common stock at a reduced exercise price of $1.10 per share in consideration for the Company’s agreement
to issue two new common stock purchase warrants (the “New Warrant A” and the “New Warrant B” and, together, the
“New Warrants”), as described below, to purchase, in the aggregate, up to 5,977,374 shares of the Company’s common
stock (the “New Warrant Shares”). The Company expects to receive aggregate gross proceeds of approximately $3,287,555.70
from the exercise of the Existing Warrants by the Holders. Prior to the foregoing transaction, the Company had 3,151,883 shares of common
stock outstanding.
Each
New Warrant will have an exercise price equal to $1.10 per share. The New Warrants will be immediately exercisable from the date of issuance
until the five-year anniversary of the issuance date. The exercise price and number of shares of common stock issuable
upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, subsequent rights offerings, pro rata
distributions, reorganizations, or similar events affecting the Company’s common stock and the exercise price.
The
New Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercise
notice accompanied by payment in full, within one Trading Day of such exercise of the New Warrant, for the number of shares of the Company’s
common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its
affiliates) may not exercise any portion of such holder’s New Warrants to the extent that the holder would own more than 4.99%
(or, at the election of the holder, 9.99%) of the outstanding common stock immediately after exercise, except that upon prior notice
from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock after exercising the
holder’s New Warrants up to 9.99% of the number of shares of the Company’s common stock outstanding immediately after giving
effect to the exercise, as such percentage ownership is determined in accordance with the terms of the New Warrants, provided that any
increase will not be effective until 61 days following notice to us.
New
Warrant A is subject to anti-dilution adjustment to its exercise price in the event of certain issuances of shares of the Company’s
common stock.
There
is no established trading market for the New Warrants, and the Company does not expect an active trading market to develop. The Company
does not intend to apply to list the New Warrants on any securities exchange or other trading market. Without a trading market, the liquidity
of the New Warrants will be extremely limited.
Except
as otherwise provided in the New Warrants or by virtue of the holder’s ownership of shares of the Company’s common stock,
such holder of New Warrants does not have the rights or privileges of a holder of the Company’s common stock, including any voting
rights, until such holder exercises such holder’s New Warrants. The New Warrants will provide that the holders of the New Warrants
have the right to participate in distributions or dividends paid on the Company’s shares of common stock.
If
at any time the New Warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions effects
a Fundamental Transaction (as defined in the New Warrant), a Holder of New Warrants will be entitled to receive, upon exercise of the
New Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the New
Warrants immediately prior to the Fundamental Transaction. As an alternative, and at the Holder’s option in the event of a Fundamental
Transaction, exercisable at the earliest to occur of (i) the public disclosure of any Change of Control, (ii) the consummation of any
Change of Control, and (iii) the Holder first becoming aware of any Change of Control through the date that is 90 days after the public
disclosure of the consummation of such Change of Control by the Company pursuant to a Current Report on Form 8-K filed with the SEC ,
the Company shall purchase the unexercised portion of the Warrant from the holder by paying to the holder an amount of cash equal to
the Black Scholes Value (as defined in the Warrant) of the remaining unexercised portion of the New Warrant on the date of the consummation
of such Fundamental Transaction.
The
New Warrants may be modified or amended or the provisions of the New Warrants waived with the Company’s and the holder’s
written consent.
The
above disclosure contains only a brief description of the material terms of the Inducement Letter and does not purport to be a complete
description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to
the full text of the form of the Inducement Letter, the form of which is attached as Exhibits 10.1 to the Current Report on Form 8-K
filed with the SEC on September 8, 2023, and is incorporated herein by reference.
SELLING
STOCKHOLDERS
The
5,977,374 shares of our Common Stock being offered by the Selling Stockholder include two new common stock purchase warrants (described
as the “New Warrant A” and the “New Warrant B” and, together, the “New Warrants”), to purchase
issued by the Company to the Holders as part of the Inducement Letter which was agreed upon on or about September 8, 2023. For additional
information regarding the issuance of the securities, see “Inducement Agreement above. We are registering the shares of
our Common Stock in order to permit the Selling Stockholder to offer the shares for resale from time to time. Except as otherwise described
in the footnotes to the table below and for the ownership of the registered shares issued pursuant to the Purchase Agreement, neither
the Selling Stockholder nor any of the persons that control them has had any material relationships with us or our affiliates within
the past three (3) years.
The
table below lists the Selling Stockholder and other information regarding the beneficial ownership (as determined under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (and the rules and regulations thereunder) of the
shares of our Common Stock by the Selling Stockholder.
The
second column lists the number of shares of our Common Stock beneficially owned by each Selling Stockholder before this Offering (including
shares which the Selling Stockholder has the right to acquire within 60 days, including upon conversion of any convertible securities).
The
third column lists the shares of our Common Stock being offered by this prospectus by each Selling Stockholder.
The
fourth and fifth columns list the number of shares of Common Stock beneficially owned by each Selling Stockholder and their percentage
ownership after the Offering (including shares which the Selling Stockholder has the right to acquire within 60 days, including upon
conversion of any convertible securities), assuming the sale of all of the shares offered by each Selling Stockholder pursuant to this
prospectus.
Under
the terms of the Inducement Agreement, a Selling Stockholder may not exercise the Warrants to the extent such conversion or exercise
would cause such Selling Stockholder, together with any other person with which the Selling Stockholder is considered to be part of a
group under Section 13 of the Exchange Act or with which the Selling Stockholder otherwise files reports under Section 13 and/or 16 of
the Exchange Act, to beneficially own a number of shares of Common Stock which exceeds 4.99% or 9.99%, as applicable, of the Equity Interests
of a class that is registered under the Exchange Act that is outstanding at such time. The number of shares in the third column does
not reflect this limitation.
The
amounts and information set forth below are based upon information provided to us by the Selling Stockholder as of October 6, 2023, except
as otherwise noted below. The Selling Stockholder may sell all or some of the shares of Common Stock it is offering, and may sell, unless
indicated otherwise in the footnotes below, shares of our Common Stock otherwise than pursuant to this prospectus. The tables below assume
the Selling Stockholder sell all of the shares offered by them in offerings pursuant to this prospectus, and do not acquire any additional
shares. We are unable to determine the exact number of shares that will actually be sold or when or if these sales will occur.
Selling Stockholder |
|
Number of
Shares
Owned
Before
Offering |
|
|
Shares
Offered
Hereby |
|
|
Number of
Shares
Owned
After
Offering |
|
|
Percentage of Shares
Beneficially
Owned After
Offering |
|
Armistice Capital, LLC |
|
|
0(1) |
|
|
|
5,977,374 |
(2) |
|
|
0 |
(3) |
|
|
0 |
%(1)(3) |
(1) |
The
Selling Stockholder holds 2,358,000 shares of common stock presently held in abeyance, available for issuance upon request (the “Abeyance
Shares”) and 5,996,652 warrants (the “Registered Warrants”). Both the Abeyance Shares and the Registered Warrants
are subject to 9.99% and 4.99% beneficial ownership limitations, respectively, that prohibit such holder from exercising any portion
of them if, following such exercise, the holder’s ownership of our Common Stock would exceed the ownership limitation. |
|
|
(2) |
The
securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”),
and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager
of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The warrants are subject to a beneficial
ownership limitation of 4.99%, which such limitation restricts the Selling Stockholder from exercising that portion of the warrants
that would result in the Selling Stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess
of the beneficial ownership limitation. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison
Avenue, 7th Floor, New York, NY 10022. |
|
|
(3) |
Assumes
that all securities registered within this offering will be sold. |
LEGAL
MATTERS
Lucosky
Brookman LLP will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby on behalf of American
Rebel Holdings, Inc.
EXPERTS
Our
consolidated balance sheets as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’
equity (deficit), and cash flows for each of those two years have been audited by BF Borgers CPA, P.C., an independent registered public
accounting firm, as set forth in its report incorporated by reference and are included in reliance upon such report given on the authority
of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
Available
Information
We
file reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied at
the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information
by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of the SEC’s Public
Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains
reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The
address of that website is http://www.sec.gov.
Our
website address is https://americanrebel.com. The information on our website, however, is not, and should not be deemed to be, a part
of this prospectus.
This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the
information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms
of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement. Statements
in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by
reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant
matters. You may inspect a copy of the registration statement at the SEC’s Public Reference Room in Washington, D.C. or through
the SEC’s website, as provided above.
INCORPORATION
BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede
that information. Any statement contained in a previously filed document incorporated by reference will be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus, between
the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are not, however,
incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not
deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits
furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
● |
Our
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 14, 2023. |
|
|
● |
Our
Quarterly Reports on Form 10-Q for the quarters ending March 31, 2023 and June 30, 2023, filed with the SEC on May 15, 2023 and August
14, 2023, respectively. |
|
|
● |
Our
Current Reports on Form 8-K, filed with the SEC on May 1, 2023, May 16, 2023, May 25, 2023, June 26, 2023, June 28, 2023, July 11, 2023 (as amended), July 12, 2023, August 7, 2023, and September 8, 2023 (as amended). |
|
|
● |
The
description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the SEC on February 4, 2022, and
any amendment or report filed with the SEC for the purpose of updating the description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this Offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior
to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will
also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports
and documents.
You
may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents) by writing or telephoning us at the following address:
American
Rebel Holdings, Inc.
909
18th Avenue South, Suite A
Nashville,
Tennessee 37212
Telephone;
(833) 267-3235
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus and
any accompanying prospectus supplement.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The
following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities
being registered hereby.
SEC registration fee | |
$ | 564.65 | |
Legal fees and expenses* | |
$ | 39,500.00 | |
Accounting fees and expenses* | |
$ | 5,000.00 | |
Total* | |
$ | 45,064.65 | |
* |
These
fees are estimates. |
Item
15. Indemnification of Directors and Officers.
The
Nevada Revised Statutes limits or eliminates the personal liability of directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties as directors. Our Amended and Restated Bylaws include provisions that require
the company to indemnify our directors or officers against monetary damages for actions taken as a director or officer of our Company.
We are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees
and agents for certain liabilities. Our Second Amended and Restated Articles of Incorporation do not contain any limiting language regarding
director immunity from liability.
The
limitation of liability and indemnification provisions under the Nevada Revise Statutes and our Amended and Restated Bylaws may discourage
stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect
of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might
otherwise benefit us and our stockholders. However, these provisions do not limit or eliminate our rights, or those of any stockholder,
to seek non-monetary relief such as injunction or rescission in the event of a breach of a director’s fiduciary duties. Moreover,
the provisions do not alter the liability of directors under the federal securities laws. In addition, your investment may be adversely
affected to the extent that, in a class action or direct suit, we pay the costs of settlement and damage awards against directors and
officers pursuant to these indemnification provisions.
Item
16. Exhibits.
(a)
Exhibits
A
list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein by reference.
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
(1) |
To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
|
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
|
|
(ii) |
To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
|
|
(iii) |
To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement. |
|
|
(2) |
That
for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
|
|
(3) |
To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
|
|
(4) |
That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such date of first use. |
|
|
(5) |
That,
for the purpose of determining liability of the registrant under the Securities Act of 1933
to any purchaser in the initial distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold
to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser: |
|
|
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
|
|
(ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
|
|
(iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
|
|
(iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
|
|
(6) |
The
undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
(7) |
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. |
(8) |
The
undersigned Registrant hereby undertakes: |
(i) |
That
for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the
time it was declared effective. |
(ii) |
That
for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 6, 2023.
American
Rebel Holdings, Inc. |
|
|
|
|
By: |
/s/
Charles A. Ross, Jr. |
|
Name: |
Charles
A. Ross, Jr.
|
|
Title: |
Chief
Executive Officer |
|
POWER
OF ATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Charles A.
Ross, Jr. , his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to
sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant
to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to
be done or by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated:
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Charles A. Ross, Jr. |
|
Chief
Executive Officer and Director |
|
October
6, 2023 |
Charles
A. Ross, Jr. |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Doug E. Grau |
|
President
and Director |
|
October
6, 2023 |
Doug
E. Grau |
|
(Principal
Accounting Officer) |
|
|
|
|
|
|
|
/s/
Michael Dean Smith |
|
Director |
|
October
6, 2023 |
Michael
Dean Smith |
|
|
|
|
|
|
|
|
|
/s/
Corey Lambrecht |
|
Director |
|
October
6, 2023 |
Corey
Lambrecht |
|
|
|
|
|
|
|
|
|
/s/
C. Stephen Cochennet |
|
Director |
|
October
6, 2023 |
C.
Stephen Cochennet |
|
|
|
|
EXHIBIT
INDEX
|
* |
Filed
herewith. |
|
+ |
To
be filed upon amendment. |
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the incorporation in this Registration Statement on Form S-3 of our report dated April 14, 2023, relating to the consolidated
financial statements American Rebel Holdings, Inc. for the years ended December 31, 2022 and 2021 and to all references to our firm included
in this Registration Statement.
Certified
Public Accountants
Lakewood,
CO
October
6, 2023
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-3
American
Rebel Holdings, Inc.
Table
1: Newly Registered and Carry Forward Securities
|
|
Security
Type |
|
Security
Class
Title |
|
Fee
Calculation
or
Carry
Forward
Rule |
|
Amount
Registered
(1) |
|
|
Proposed
Maximum
Offering
Price
Per
Unit |
|
|
Maximum
Aggregate
Offering
Price |
|
|
Fee
Rate |
|
|
Amount
of
Registration
Fee |
|
|
Carry
Forward
Form
Type |
|
|
Carry
Forward
File
Number |
|
|
Carry
Forward
Initial
effective
date |
|
|
Filing
Fee
Previously
Paid
In
Connection
with
Unsold
Securities
to
be
Carried
Forward |
Newly Registered
Securities |
|
Fees
to Be
Paid |
|
Equity |
|
Common
Stock, par value $0.001 per share |
|
Rule
457(c) |
|
|
5,977,374 |
(2) |
|
$ |
0.6
4 |
(3) |
|
$ |
3,825,519.36 |
|
|
$ |
0.000147600 |
|
|
$ |
564.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees
Previously
Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward
Securities |
Carry
Forward
Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Offering Amounts |
|
|
|
|
|
|
$ |
3,825,519.36 |
|
|
|
|
|
|
$ |
564.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total
Fees Previously Paid |
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Total
Fee Offsets |
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Net
Fee Due |
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$ |
564.65 |
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(1) |
Pursuant to Rule 416 under
the Securities Act of 1933 (the “Securities Act”), the shares being registered hereunder include such indeterminate number
of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock
dividends or similar transactions. |
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(2) |
Represents an aggregate
of 5,977,374 shares of common stock, par value $0.001 per share (the “Common Stock”), issuable upon two new common stock
purchase warrants (the “New Warrant A” and the “New Warrant B” and, together, the “New Warrants”. |
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(3) |
Estimated solely for the
purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based on the average
of the high and low prices of the common stock as reported on The Nasdaq Capital Market on October 5, 2023, of $0.64 per share. |
American Rebel (NASDAQ:AREB)
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From May 2023 to May 2024