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) September 8, 2022
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.) |
909 18th Avenue South, Suite A Nashville, Tennessee |
37212 | |
(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 7.01 Regulation FD Disclosure.
On September 8, 2022, the Registrant issued a press release entitled “American Rebel Holdings to Present at the H.C. Wainwright 24th Annual Global Investment Conference.” A copy of the press release is attached hereto as Exhibit 99.1.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that the Registrant has prepared for use at the H.C. Wainwright 24th Annual Global Investment Conference and other presentations after the date of this Current Report.
The presentation contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management’s expectations as of the date hereof. The Registrant does not undertake any responsibility for the adequacy, accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.
Item 8.01 Other Events.
On September 12, 2022, the Registrant issued a press release entitled “American Rebel Holdings CEO Andy Ross Provides Corporate Update in Letter to Stockholders.” A copy of the press release is attached hereto as Exhibit 99.3.
On September 14, 2022, the Registrant issued a press release entitled “American Rebel to Enter the E-Bike Business.” A copy of the press release is attached hereto as Exhibit 99.4.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | H.C. Wainwright 24th Annual Global Investment Conference press release dated September 8, 2022 | |
99.2 | Investor Presentation dated September 9, 2022 | |
99.3 | Stockholder letter press release dated September 12, 2022 | |
99.4 | E-Bike press release dated September 14, 2022 | |
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: September 14, 2022 | By: | /s/ Charles A. Ross, Jr. |
Charles A. Ross, Jr. Chief Executive Officer |
Exhibit 99.1
American Rebel Holdings to Present at the H.C. Wainwright 24th Annual Global Investment Conference
Nashville, TN / September 8, 2022 / GLOBE NEWSWIRE / — American Rebel Holdings, Inc. (NASDAQ: AREB) – America’s Patriotic Brand (the “Company”) announced today that CEO Andy Ross will be presenting at the H.C. Wainwright 24th Annual Global Investment Conference to be held September 12 - 14, 2022, at the Lotte New York Palace Hotel in New York City. The event will include virtual participation as well as in-person participation.
Mr. Ross will present on Wednesday, September 14 at 12 noon Eastern Time. Investors who would like to access the live presentation may do so by logging in here, and through a link on the Investor Relations page on the American Rebel website located at www.americanrebel.com.
About American Rebel Holdings, Inc.
American Rebel operates primarily as a designer and marketer of branded safes and personal security and self-defense products. The Company also designs and produces branded apparel and accessories. To learn more, visit www.americanrebel.com. For investor information, visit www.americanrebel.com/investor-relations.
Cautionary Note Regarding 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) (NASDAQ: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 our ability to expand our sales organization to address existing and new markets that we intend to target, our ability to effectively compete in a competitive industry, 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, 2021. 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.
SOURCE: American Rebel Holdings, Inc.
Company Contact:
info@americanrebel.com
Investor Relations:
John McNamara
TraDigital IR
917-658-2605
john@tradigitalir.com
Exhibit 99.2
Exhibit 99.3
American Rebel Holdings CEO Andy Ross Provides Corporate Update in Letter to Stockholders
Nashville, TN / September 12, 2022 / GLOBE NEWSWIRE / — American Rebel Holdings, Inc. (NASDAQ: AREB) – America’s Patriotic Brand (the “Company”) today issues a letter to stockholders from Andy Ross, Chief Executive Officer.
Dear Stockholders,
On behalf of the Company’s board of directors, our senior management team and employees, we are blessed to have you as stockholders and members of our American Rebel patriotic family. We want to provide you some of the important developments that have occurred at American Rebel over the past 7 months and some insights into what we see ahead.
Of course, we began with our successful uplisting to NASDAQ in February of this year and the $10.5 million we raised in connection with that listing. The $10.5 million raised provided us with key financial strength to pursue our strategic plan and our listing to a national exchange gave us visibility among institutional investors that we did not have prior to the listing.
We presented to a group of professional investors at the Emerging Growth Conference in March, during which we interacted with a virtual audience of more than 30 investors with a formal presentation followed by a Q&A session.
American Rebel aims to be the number one choice among purchasers of safes and is proud of being labeled as the “safe with an attitude.” We introduced our new Freedom Series textured safes at the NRA Annual Meetings and Exhibits May 27-29 in Houston, and we also displayed our 2A Locker prototype there to great enthusiasm and customer response. We’ll be incorporating comments in an updated product design of the 2A Locker, which we anticipate being made available in the first quarter of 2023.
No update would be complete without reiterating the transformative announcement in July of our acquisition of Champion Safe Company and its ancillary companies, in a transaction valued at approximately $9.9 million. Champion is a leading manufacturer of safes, with a well-known reputation for security, fire protection, quality of finish and workmanship. The transaction is expected to add more than $20 million in revenues to American Rebel, be accretive to net income and position us as a leading player in the safe industry. In connection with the acquisition, we closed on a $13 million private placement, allowing us to acquire Champion without issuing any debt.
In August, the Company reported its June 30th quarterly financial report, the first complete quarter as a NASDAQ-listed public company, in which we noted that first half revenues, including pro-forma adjustments reflecting the Champion acquisition as if it closed on January 1, 2021, reflected $9.7 million with gross profit of $2.75 million. We look forward to consolidating Champion into our fully reported results in the second half of this year.
Also in August, we presented to our second investor audience at the Investors Summit Q3 Virtual Conference, and we expect to present live at the H.C. Wainwright Conference scheduled for September 12-14.
We believe we are American Rebel – America’s Patriotic Brand. We’re not just a safe company, but a lifestyle brand that we are proud to be a part of. We are committed to executing our business plan with focus and intensity, while remaining agile enough to respond to market and consumer developments. In addition to our new 2A Lockers, we plan to roll out a complete line of safe accessories later this year to our almost 400 dealers and continue to innovate with concealed carry apparel and ancillary products. Sporting goods stores comprise a portion of our dealer base and we plan to add additional products in the sporting goods category as well.
We would like to thank all our stockholders and supporters. We appreciate the confidence you have shown in us to date, and we look forward to earning your continued support.
Sincerely,
/s/ Andy Ross | |
Andy Ross | |
CEO |
About American Rebel Holdings, Inc.
American Rebel operates primarily as a designer and marketer of branded safes and personal security and self-defense products. The Company also designs and produces branded apparel and accessories. To learn more, visit www.americanrebel.com. For investor information, visit www.americanrebel.com/investor-relations.
Cautionary Note Regarding 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)(NASDAQ: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 our ability to efficiently incorporate Champion into our operations, our ability to introduce new products, our ability to meet production demands, our ability to expand our sales organization to address existing and new markets that we intend to target, our ability to effectively compete in a competitive industry, 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, 2021. 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.
Readers are urged to review the Company’s Form 8-Ks dated July 6, 2022, which contain a copy of the Champion Acquisition Agreement, Champion’s audited financial statements and unaudited pro forma combined financial statements, and is available free of charge on the SEC’s website (www.sec.gov).
SOURCE: American Rebel Holdings, Inc.
Company Contact:
info@americanrebel.com
Investor Relations:
John McNamara
TraDigital IR
917-658-2605
john@tradigitalir.com
Exhibit 99.4
American Rebel to Enter the E-Bike Business
Nashville, TN / September 14, 2022 / GLOBE NEWSWIRE / — American Rebel Holdings, Inc. (NASDAQ: AREB) – America’s Patriotic Brand (the “Company”) announces signing a letter of intent with Deerfield, Florida based Sierra E-Life, a full-service USA manufacturer of E-Bikes.
“We are very excited to diversify our product offerings, thereby enhancing American Rebel as a lifestyle brand, by entering the futuristic, technology-savvy market of E-Bikes,” said American Rebel CEO Andy Ross. “We think the E-Bike market is ready for the E-Bike with an attitude! American Rebel’s grit, style and patriotic appeal will carry through to every product we design and put the American Rebel name on.”
American Rebel, in collaboration with Sierra E-Life, has designed three distinct E-Bike models: the Patriot 500, the Freedom 750 and the Rebel 1000. The Patriot 500, the Freedom 750 and the Rebel 1000 are projected to be Made in the USA with global components.
“Sierra E-Life is excited to work with Andy Ross in the production of their American Rebel brand of E-Bikes,” said Robert Provost, CEO of Sierra E-Life. “We believe the bikes are the perfect fit for the American Rebel Patriotic market.”
According to Fortune Business Insights, the global E-Bike market is expected to grow to over $92 Billion by 2029. “Many of our current 400+ wholesale dealers already carry or have an interest in carrying E-Bikes,” said Andy Ross. “And we already attend sporting goods buying group shows such as Nation’s Best Sports and Sports, Inc. The E-Bikes are very compatible with our safes.”
An example of the seismic shift to more bicycle friendly communities, New York City Mayor Bill de Blasio announced that the New York City Department of Transportation (DOT) had constructed a record 28.6 lane miles of new protected bike lanes across all five boroughs of New York City in 2020. Biking saw an obvious surge in popularity during COVID-19 lockdowns, but John Pucher, a professor emeritus of urban planning at Rutgers University who specializes in biking said, “The good news is that bike networks were expanding in the U.S. even before the pandemic.” Between 1991 and 2021, there was a six-fold increase in paved, off-road trails, from 5,904 miles to 39,329 miles. Washington D.C., Minneapolis, Chicago, and Los Angeles more than doubled their city bike lanes from 2000 to 2017, while New York and Seattle more than tripled theirs. And the increase in protected bike lanes is even more dramatic: Their total length, nationwide, went from only 34 miles in 2006 to 425 miles in 2018. With the surge of activity in the pandemic, Pucher estimates that number is now well over 600 miles.
About American Rebel Holdings, Inc.
American Rebel operates primarily as a designer and marketer of branded safes and personal security and self-defense products. The Company also designs and produces branded apparel and accessories and now intends to enter the E-Bike market. To learn more, visit www.americanrebel.com. For investor information, visit www.americanrebel.com/investor-relations.
Cautionary Note Regarding 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)(NASDAQ: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 our ability to efficiently incorporate acquisitions into our operations, our ability to negotiate and finalize definitive agreements with Sierra E-Life for the manufacture of our E-Bikes, our ability to introduce new products, our ability to meet production demands, our ability to expand our sales organization to address existing and new markets that we intend to target, our ability to effectively compete in the competitive E-Bike industry, 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, 2021. 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.
SOURCE: American Rebel Holdings, Inc.
Company Contact:
info@americanrebel.com
Investor Relations:
John McNamara
TraDigital IR
917-658-2605
john@tradigitalir.com