Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 21, 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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
Bank of America
As reported by the Company in the Form 8-K dated August 7, 2024, during February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America. The credit facility is secured by all the assets of the Company’s Champion subsidiaries and guaranteed by the Company, the Champion subsidiaries and the Company’s CEO. The Line of Credit expired on February 28, 2024, but the Company and Champion Safe Company have been actively working with the bank to extend or modify the credit facility. Despite being current on all payments under the credit facility and actively working with the bank for a long-term solution to repay the credit facility, on July 25, 2024, Champion Safe Company received a notice of default and demand for payment from the bank. On March 21, 2025, Bank of America filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries (Champion Safe Company, Inc., American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC) alleging four causes of action related to the credit facility: (i) Breach of the Loan Documents – Champion Safe; (ii) Breach of the Loan Documents – Guarantors (the Company, American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC); (iii) Breach of the Implied Covenant of Good Faith and Fair Dealing – all parties; and (iv) Unjust Enrichment – Champion Safe. The Company plans to defend the complaint, while continuing to work with Bank of American on a settlement.
Item 3.02 Sale of Unregistered Securities.
On March 19, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a thirteenth closing notice for the exchange of $50,000 of assigned note portion for 330,033 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a fourteenth closing notice for the exchange of $50,000 of assigned note portion for 388,199 shares of the Company’s common stock.
On March 19, 2025, Silverback Capital Corporation (“SCC”), pursuant to the Settlement Agreement and Stipulation with the Company dated December 26, 2024, requested the issuance of 340,000 shares of Common Stock to SCC, representing a payment of approximately $51,486.20.
On March 20, 2025, SCC requested the issuance of 350,000 shares of Common Stock to SCC, representing a payment of approximately $42,605.50.
On March 21, 2025, SCC requested the issuance of 528,000 shares of Common Stock to SCC, representing a payment of approximately $59,400.
On March 24, 2025, SCC requested the issuance of 542,000 shares of Common Stock to SCC, representing a payment of approximately $45,219.06.
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On March 24, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifteenth closing notice for the exchange of $35,000 of assigned note portion for 421,687 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a sixteenth closing notice for the exchange of $35,000 of assigned note portion for 421,687 shares of the Company’s common stock.
On March 25, 2025, SCC requested the issuance of 580,000 shares of Common Stock to SCC, representing a payment of approximately $45,240.
On March 26, 2025, SCC requested the issuance of 610,000 shares of Common Stock to SCC, representing a payment of approximately $45,750.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), Section 3(a)(10) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
As of March 26, 2025, the Company had 14,964,566 shares of common stock issued and outstanding.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the corporate action disclosed in the Definitive Information Statement on Schedule 14C (the “Information Statement”) filed by American Rebel Holdings, Inc. (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) on March 10, 2025, 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”) on February 24, 2025 to effect a reverse stock split of the Company’s shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of up to 1-for-25 (the “Reverse Stock Split”), with such ratio to be determined in the sole discretion of the Company’s Board of Directors (the “Board”) and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at any time within twelve (12) months of such stockholder approval. The Board set the Reverse Stock Split ratio at 1-for-25 and approved and authorized the filing of the Certificate of Amendment on March 12, 2025, with the Certificate of Amendment to become effective as of 12:00 a.m., Eastern Time, on March 31, 2025 (the “Effective Time”).
As a result of the Reverse Stock Split, every twenty-five (25) shares of the Company’s pre-Reverse Stock Split Common Stock will be combined into one (1) share of the Company’s post-Reverse Stock Split Common Stock, without any change in par value per share. No fractional shares will be issued in connection with the Reverse Stock Split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. Further, no current owner of 100 or more shares will be reduced to less than 100 shares.
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The Reverse Stock Split is intended for the Company to regain compliance with the minimum bid price requirement of $1.00 per share of Common Stock for continued listing on The Nasdaq Capital Market (“Nasdaq”). The Reverse Stock Split will be effective at 12:00 a.m., Eastern Time, on March 31, 2025, and the Common Stock is expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq at the opening of the market on March 31, 2025. The trading symbol for the common stock will remain “AREB,” and the new CUSIP number of the common stock following the Reverse Stock Split is 02919L 604.
The Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent and paying agent for the Reverse Stock Split.
The Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 10,000,000 shares remained unchanged. Additionally, the Reverse Stock Split will not affect the par value of the preferred stock, or previously designated series of preferred stock, except to affect, where applicable, the conversion rates of such preferred stock. The Reverse Stock Split will have no effect on the voting rights of the outstanding shares of Series A Preferred Stock, which shall remain at 1,000:1, or the conversion rights of the Series C and D Convertible Preferred Stock, which shall remain at 5:1 (each share of Series C and D Convertible Preferred Stock is convertible into five shares of Common Stock).
Each stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares and accounting for the fact no current owner of 100 or more shares will be reduced to less than 100 shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
In addition, the Reverse Stock Split will apply to the Common Stock issuable upon the exercise of the Company’s outstanding warrants, stock options and other derivative securities, with proportionate adjustments to be made to the exercise prices thereof. All outstanding Company options, warrants, and convertible/derivative securities entitling the holders thereof to purchase shares of Common Stock, if any, will enable such holders to purchase, upon exercise thereof, fewer of the number of shares of Common Stock which such holders would have been able to purchase upon exercise thereof immediately preceding the Reverse Stock Split, at the same total price (but a higher per share price) required to be paid upon exercise thereof immediately preceding the Reverse Stock Split
The summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 7.01. Regulation FD Disclosure.
On March 24, 2025, the Company issued a press release with respect to the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).
On March 6, 2025, the Company issued a press release titled “American Rebel Beverage Pre-Launch Efforts and Launch Event at MAPS Air Museum with Tramonte Distributing of Ohio Leads to Record Breaking Initial Account Acquisition for American Rebel Light Beer.” A copy of the press release is attached hereto as Exhibit 99.2.
On March 26, 2025, the Company issued a second press release with respect to the Reverse Stock Split. A copy of the press release is furnished herewith as Exhibit 99.3 to 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 | |
| 3.1 | Certificate of Amendment to Second Amended and Restated Articles of Incorporation to be effective on March 31, 2025 | |
| 99.1 | Reverse Stock Split Press Release dated March 24, 2025 | |
| 99.2 | MAPS Air Museum Press Release dated March 26, 2025 | |
| 99.3 | Second Reverse Stock Split Press Release dated March 27, 2025 | |
| 104 | Cover Page Interactive Data File |
| 5 |
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: March 27, 2025 | By: | /s/ Charles A. Ross, Jr. |
Charles A. Ross, Jr. Chief Executive Officer |
||
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Exhibit 3.1
Exhibit 99.1
AMERICAN REBEL ANNOUNCES 1-FOR-25 REVERSE STOCK SPLIT WITH ROUND LOT SHAREHOLDER PROTECTION TO BE EFFECTIVE ON MARCH 31, 2025
Nashville, TN, March 24, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) — America’s Patriotic Brand (the “Company”), today announced that it will effect a reverse stock split of its outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-25, to be effective as of 12:00 a.m. Eastern Time on March 31, 2025.
The Company’s Common Stock will begin trading on a reverse stock split-adjusted basis at the opening of The Nasdaq Capital Market (“Nasdaq”) on Monday, March 31, 2025. Following the reverse stock split, the Common Stock will continue to trade on Nasdaq under the symbol “AREB” with the new CUSIP number, 02919L604. The reverse stock split is intended for the Company to:
Enhance Deposit (Ability) and Marketability: By increasing the share price, a reverse split can make the stock more eligible for trading on certain platforms
Continue to ensure compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on Nasdaq.
Important information:
Exchange/Split Rate: 1:25
New CUSIP: 02919L604
Date of Record: March 31, 2025
Transfer Agent: Securities Transfer Corporation
Contact Us - Securities Transfer Corporation
The reverse stock split will not change the authorized number of shares of the Company’s Common Stock. No fractional shares will be issued in connection with the reverse stock split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. Further, no current owner of 100 or more shares will be reduced to less than 100 shares. In addition, the reverse stock split will apply to the Common Stock issuable upon the exercise of the Company’s outstanding derivative securities, with proportionate adjustments to be made to the exercise prices and number of derivates thereof and under the Company’s equity incentive plans.
Round Lot Shareholder Protection to ensure that shareholders holding a “round lot” (typically 100 shares) are not adversely affected by the split.
All Fractional Shares Rounded to nearest whole number. As a result of the reverse stock split all fractional interests will be rounded up to the nearest whole number
The Company is committed to pro-actively protecting the interests of its stockholders, particularly those owning round lots of 100 or more shares. Stockholders holding at least 100 shares prior to the reverse stock split will retain a minimum of 100 shares post-split. This protection ensures that no stockholder who currently qualifies as a round lot holder will lose their status. Additionally, fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share to maintain liquidity and shareholder equity.
The reverse stock split will reduce the number of issued and outstanding shares of the Company’s common stock from approximately 10.6 million to approximately 423 thousand, which does not include shares to be issued pursuant to the round lot rounding set forth above.
On February 24, 2025, the stockholders of the Company approved a Certificate of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to effect a reverse stock split of the Common Stock, at a ratio of up to 1-for-25, with such ratio to be determined in the sole discretion of the Company’s board of directors (the “Board”) and with the reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at any time within twelve (12) months of such stockholder approval. The Board approved the reverse stock split at a ratio of 1-for-25 on March 12, 2025.
Securities Transfer Corporation is acting as the exchange agent and paying agent for the reverse stock split. Stockholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split .
The standard procedure is that DTC gathers all round up share requests from each participant within their system. After about 4 business DTC will send a request for the total amount of round up shares needed to cover all participants/beneficial holders . At that time, our transfer agent will make one issuance/deposit to CEDE (DTC).
Round up shares should populate in participant/beneficial holder accounts approximately on or before ten (10) trading days post the Reverse Stock Split.
Securities Transfer Corporation will provide instructions to any stockholders with certificates regarding the process in connection with the exchange of pre-reverse stock split stock certificates for ownership in book-entry form or stock certificates on a post-reverse stock split basis. Stockholders are encouraged to contact their bank, broker or custodian with any procedural questions.
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.
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. The Company 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 raise adequate working and expansion capital, our ability to efficiently incorporate acquisitions into our operations, the use of non-GAAP based pro forma financial estimates, 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 meet or exceed financial and reporting estimates, any effects of the reverse stock split, our ability to continue to meet Nasdaq listing requirements, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
SOURCE: American Rebel Holdings, Inc.
Company Contact:
info@americanrebel.com
Exhibit. 99.2
AMERICAN REBEL BEVERAGE PRE-LAUNCH EFFORTS AND LAUNCH EVENT AT MAPS AIR MUSEUM WITH TRAMONTE DISTRIBUTING OF OHIO LEADS TO RECORD BREAKING INITIAL ACCOUNT ACQUISITION FOR AMERICAN REBEL LIGHT BEER
American Rebel Beer Shatters Initial Account Acquisition Market Goals
Nashville, TN, March 26, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), proudly reports a very successful launch event was held with its northeast Ohio distributor, Tramonte Distributing ( tramontedistributing.com ) at the MAPS Air Museum ( mapsairmuseum.org ) in North Canton, Ohio. Tramonte’s distribution territory covers a six-county region of northeast Ohio, including the city of Akron. This expansion marks a significant milestone as the company continues to grow its presence in the Midwest.
“We had an incredible time with the folks from Tramonte, their customers and all the veterans and fans that attended our northeast Ohio launch event at MAPS,” said American Rebel CEO Andy Ross. “We tied our launch event and performance in with a Hunting & Fishing Outdoors Show sponsored by the Rubber City Radio Group, a local radio station ownership cluster that includes WQMX, WONE, WAKR and WNWV. It was great to share an ice-cold Rebel Light with everyone that came out to the event and supported American Rebel. Tramonte is part of the Miller/Coors distribution network; and we want to thank them for all their efforts. In just a few weeks Tramonte has an 11% penetration rate into their market with American Rebel Light. We think that is amazing and we know we’re very fortunate to be working with some of the best distributors in the country.”
“The launch party of American Rebel Light at the MAPS Air Museum at the Akron Canton Airport was a huge success,” said Mike Tramonte, President, Tramonte Distributing. “The attendees loved the venue, the concert, the Hunting and Fishing Show, the time spent with Andy and Todd but most of all they really enjoyed sampling the American Rebel Light beer. The comments were overwhelmingly positive. Tramonte Distributing is proud to have American Rebel Light in its portfolio. You folks produce a great beer!”
The relationship with Tramonte Distributing puts American Rebel Beer in front of a wide audience in Ohio, bringing its Premium Light Lager to light beer drinkers looking for a beer that shares their core values. The Tramonte agreement completes a seamless distribution network, ensuring that American Rebel Beer is available in local bars, restaurants, and retail outlets.
“We are excited to partner with Tramonte Distributing to bring American Rebel Beer to Akron, OH, and the surrounding counties,” said Todd Porter, President of American Rebel Beverages. “This agreement represents our commitment to expanding our reach and sharing our passion for America’s Patriotic Beer with the amazing people of northeast Ohio.”
Tramonte Distributing Company was founded in 1940 in Akron by Giacomo Tramonte, and true to its roots, remains in the city of Akron where they are the only alcoholic beverage distributor. Tramonte family members remain active in the company and the company prides itself on being a solid corporate citizen, encouraging responsible consumption, sponsoring a Safe Ride program during key holiday periods and contributing to local and national charities.
To continue the launch effort, American Rebel Beer and Tramonte Distributing will host a series of events, including Rebel Light Kick-Off Parties featuring CEO Andy Ross and his band, beer tastings, and promotional giveaways. The festivities will continue through 2025, offering a perfect opportunity for the community to come together and enjoy America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.
Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri and North Carolina and is adding new distributors and territories regularly. For more information about the launch events and the availability of American Rebel Beer, please visit americanrebelbeer.com or follow us on our social media platforms.
About American Rebel Light Beer
Produced in partnership with AlcSource, American Rebel Light Beer (americanrebelbeer.com) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.
American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.
About Tramonte Distributing
Tramonte Distributing Company was founded in 1940 in Akron by Giacomo Tramonte, and true to its roots, remains in the city of Akron where they are the only alcoholic beverage distributor.
The business began with distribution rights for the Miller and Duquesne brands. Shortly thereafter they added Fort Pitt Beer, Cribari Wines and Weidemann Beer. Tramonte continued to acquire brands and in the late 1960’s acquired Molson brands through a highly unusual process. Jack S. Tramonte purchased the Molson inventory at a Summit County Sheriff’s sale and thus became a Molson Distributor.
In addition to its core business, Tramonte Distributing prides itself in being a solid corporate citizen. Joining its breweries, Tramonte is in the forefront of the effort to encourage responsible consumption, sponsoring a Safe Ride program during key holiday periods. Tramonte also offers certified TIPS training to retailers.
Tramonte family members currently active in the business include Michael A. Tramonte, President; Jack T. Tramonte, Vice President and Jack F. Tramonte, Secretary/Treasurer and Jack J. Tramonte. The fourth generation recently joined the business, Michael J. Tramonte, Rachael Tramonte and Anne Tramonte McKee. From its Akron headquarters, Tramonte’s 100 employees serve customers in Summit, Medina, Portage, Wayne, Ashland, And Stark counties. For more information go to tramontedistributing.com .
About MAPS Air Museum
MAPS Air Museum is an internationally known museum of aviation and serves as a center of aviation history for Northeast Ohio. The museum features exciting educational displays of its collection of acquired artifacts, interactive exhibits and historical archives in its own library. Whether you have an hour or a whole day, there’s something for you at MAPS. For more information go to mapsairmuseum.org .
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebelbeer.com or americanrebel.com . For investor information, visit americanrebel.com/investor-relations.
| American Rebel Holdings, Inc. | |
| info@americanrebel.com |
| American Rebel Beverages, LLC | |
| Todd Porter, President | |
| tporter@americanrebelbeer.com |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of a launch party, actual launch timing and availability of American Rebel Beer, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
| Company Contact: | |
| tporter@americanrebelbeer.com | |
| info@americanrebel.com |
Exhibit. 99.3
AMERICAN REBEL UPDATE: 1-FOR-25 REVERSE STOCK SPLIT UPDATED
EFFECTIVE DATE IS MARCH 31, 2025, AS PER NASDAQ PROCESSING
ROUND LOT (100 SHARE) SHAREHOLDER PROTECTION
FRACTIONAL SHARE ROUND UP TO NEAREST WHOLE SHARE
Nashville, TN / March 27, 2025 / GLOBE NEWSWIRE / — American Rebel Holdings, Inc. (NASDAQ: AREB) — America’s Patriotic Brand (the “Company”), today announced that it will effect a reverse stock split of its outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-25, to be effective as of 12:00 a.m. Eastern Time on March 31, 2025 as per NASDAQ.
The Company’s Common Stock will begin trading on a reverse stock split-adjusted basis at the opening of The Nasdaq Capital Market (“Nasdaq”) on Monday, March 31, 2025. Following the reverse stock split, the Common Stock will continue to trade on Nasdaq under the symbol “AREB” with the new CUSIP number, 02919L604. The reverse stock split is intended for the Company to:
| ● | Enhance Deposit (Ability) and Marketability: By increasing the share price, a reverse split can make the stock more eligible for trading on certain platforms | |
| ● | Continue to ensure compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on Nasdaq. |
Important information:
| ● | Exchange/Split Rate: 1:25 | |
| ● | New CUSIP: 02919L604 | |
| ● | Date of Record: March 31, 2025 | |
| ● | Transfer Agent: Securities Transfer Corporation Contact Us - Securities Transfer Corporation |
The reverse stock split will not change the authorized number of shares of the Company’s Common Stock. No fractional shares will be issued in connection with the reverse stock split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. Further, no current owner of 100 or more shares will be reduced to less than 100 shares. In addition, the reverse stock split will apply to the Common Stock issuable upon the exercise of the Company’s outstanding derivative securities, with proportionate adjustments to be made to the exercise prices and number of derivates thereof and under the Company’s equity incentive plans.
| ● | Round Lot Shareholder Protection to ensure that shareholders holding a “round lot” (typically 100 shares) are not adversely affected by the split. |
| Example #1: If a shareholder holds 100 shares on the effective date, due to the Round Lot Shareholder Protection they will own 100 shares post-split after DTC/CEDE additional share issuance. | ||
| The 100 shares pre-reverse would be adjusted via the 1:25 Ratio to one (1) share of common stock. An Additional 99 shares of common stock will be issued as per the Round Lot Shareholder Protection bringing the total to 100 shares of common stock. | ||
| Example #2: If a shareholder holds 1,250 shares on the effective date, due to the Round Lot Shareholder Protection they will own 100 shares post-split after DTC/CEDE additional share issuance. | ||
| The 1,250 shares pre-reverse would be adjusted via the 1:25 Ratio to fifty (50) shares of common stock. An Additional 50 shares of common stock will be issued as per the Round Lot Shareholder Protection bringing the total to 100 shares of common stock. |
| ● | All Fractional Shares Rounded to nearest whole number. As a result of the reverse stock split all fractional interests will be rounded up to the nearest whole number |
| Example #1: If a shareholder holds 40 shares on the effective date, due to the Fractional Share Rounding, they will own two (2) shares post-split after DTC/CEDE additional share issuance including fractional shares. | ||
| The 40 shares pre-reverse would be adjusted via the 1:25 Ratio to 1.6 share of common stock. An Additional 0.6 share of common stock will be issued as per the Fractional Share Rounding bringing the total to 2 shares of common stock. |
The Company is committed to pro-actively protecting the interests of its stockholders, particularly those owning round lots of 100 or more shares. Stockholders holding at least 100 shares prior to the reverse stock split will retain a minimum of 100 shares post-split. This protection ensures that no stockholder who currently qualifies as a round lot holder will lose their status. Additionally, fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share to maintain liquidity and shareholder equity.
The reverse stock split will reduce the number of issued and outstanding shares of the Company’s common stock from approximately 15.0 million to approximately 600 thousand, which does not include shares to be issued pursuant to the round lot rounding set forth above.
On February 24, 2025, the stockholders of the Company approved a Certificate of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to effect a reverse stock split of the Common Stock, at a ratio of up to 1-for-25, with such ratio to be determined in the sole discretion of the Company’s board of directors (the “Board”) and with the reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at any time within twelve (12) months of such stockholder approval. The Board approved the reverse stock split at a ratio of 1-for-25 on March 12, 2025.
Securities Transfer Corporation is acting as the exchange agent and paying agent for the reverse stock split. Stockholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split.
The standard procedure is that DTC gathers all round up share requests from each participant within their system. After about 4 business DTC will send a request for the total amount of round up shares needed to cover all participants/beneficial holders. At that time, our transfer agent will make one issuance/deposit to CEDE (DTC).
| ● | Round up shares should populate in participant/beneficial holder accounts approximately on or before ten (10) trading days post the Reverse Stock Split. |
Securities Transfer Corporation will provide instructions to any stockholders with certificates regarding the process in connection with the exchange of pre-reverse stock split stock certificates for ownership in book-entry form or stock certificates on a post-reverse stock split basis. Stockholders are encouraged to contact their bank, broker or custodian with any procedural questions.
As of March 26, 2025, the Company had 14,964,566 shares of common stock issued and outstanding.
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.
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. The Company 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 raise adequate working and expansion capital, our ability to efficiently incorporate acquisitions into our operations, the use of non-GAAP based pro forma financial estimates, 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 meet or exceed financial and reporting estimates, any effects of the reverse stock split, our ability to continue to meet Nasdaq listing requirements, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
SOURCE: American Rebel Holdings, Inc.
Company Contact:
info@americanrebel.com