AREBW American Rebel Holdings Inc

 

 

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) February 10, 2025

 

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-41267		47-3892903
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

5115 Maryland Way, Suite 303 Brentwood, Tennessee		37027
(Address of principal executive offices)		(Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement 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 of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		AREB		The Nasdaq Stock Market LLC
Common Stock Purchase Warrants		AREBW		The 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. ☐

 

 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed in a Current Report on Form 8-K dated November 27, 2024, on November 22, 2024, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, the Company was not in compliance with Nasdaq Listing Rules, which require timely filing of periodic reports with the SEC. Pursuant to the Nasdaq Listing Rules, the Company had until January 21, 2025 to submit a plan to regain compliance. The Company submitted a plan before such date and subsequently filed its Form 10-Q for the quarter ended September 30, 2024 on February 7, 2025.

 

On February 10, 2025, the Company received a written notification from the Staff indicating that the Company had regained compliance with the periodic filing requirement under Nasdaq Listing Rules.

 

Item 7.01. Regulation FD Disclosure.

 

On February 11, 2025, the Company issued a press release with respect to the Nasdaq Notice. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”). The information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Nasdaq Compliance Press Release dated February 11, 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:	February 11, 2025	By:	/s/ Charles A. Ross, Jr.
			Charles A. Ross, Jr.
			Chief Executive Officer

 

 

 

Exhibit 99.1

 

American Rebel Holdings, Inc. (NASDAQ: AREB) Regains Compliance with NASDAQ Listing Standards as of February 10, 2025.

 

Nashville, Tennessee, Feb. 11, 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), is pleased to announce that it has regained compliance with the periodic filing requirement under NASDAQ’s listing rules.

 

“Maintaining our NASDAQ listing is of utmost importance to our Company and our stockholders. I would like to extend my deepest gratitude to our internal and external accounting teams for their tireless efforts in ensuring our ability to file our FY2024 3^rd Quarter financials that allowed American Rebel to regain compliance with NASDAQ’s listing rules.” Andy Ross, CEO of American Rebel, further commented, “The dedication and hard work of Darin Fielding, CFO of our wholly owned subsidiary, Champion Safe Co., who emerged as our regulatory lead due to his previous auditor experience was instrumental in the coordination between our independent auditors, GBQ and Eventus Advisory Group’s seasoned team of public company accounting professionals.”

 

Timeline of NASDAQ Compliance Efforts

 

November 14, 2024- FY2024 3^rd Quarter 10Q due

 

November 22, 2024- Company notification by NASDAQ that it no longer met the perioding listing requirement due to the inability to file the FY2024 3^rd Quarter 10Q

 

January 21, 2025- Deadline for American Rebel Holdings, Inc. to submit a plan to NASDAQ to regain compliance with the listing requirements

 

February 7, 2025- American Rebel Holdings, Inc. files Form 10-Q for the period ended September 30, 2024.

 

Revenue for the three (3) months ended September 30, 2024 of $2,337,786.00

 

Revenue for the nine (9) months ended September 30, 2024 of $9,637,016.00

 

February 10, 2025- American Rebel Holdings, Inc. is notified by NASDAQ Staff that with the February 7, 2025 filing of the 10-Q for the period ended September 30, 2024, that the Company is deemed compliant with the NASDAQ Listing Rules.

 

In the coming weeks, the Company is planning on providing a brief stockholder update from its CEO, Andy Ross, detailing the progress made in our business units throughout last year. This update will highlight the rapid growth and success American Rebel has experienced in our American Rebel Beverage business unit responsible for American Rebel Light Beer and the positive impacts of the reorganization and streamlining of our product offerings and processes at Champion Safe Co. (www.championsafe.com).

 

 

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

 

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 marketing outreach efforts, continued compliance with Nasdaq listing requirements, 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 Quarterly Report on Form 10-Q for the quarter 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.

 

Company Contact:

 

Corey Lambrecht, COO

Corey.lambrecht@americanrebel.com

 

v3.25.0.1

Cover	Feb. 10, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 10, 2025
Entity File Number	001-41267
Entity Registrant Name	AMERICAN REBEL HOLDINGS, INC.
Entity Central Index Key	0001648087
Entity Tax Identification Number	47-3892903
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5115 Maryland Way
Entity Address, Address Line Two	Suite 303
Entity Address, City or Town	Brentwood
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	(833)
Local Phone Number	267-3235
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.001 par value
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	AREB
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	AREBW
Security Exchange Name	NASDAQ

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