Item
1.01 Entry into Material Definitive Agreement.
On
July 7, 2022, American Rebel Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with one institutional buyer appearing on the signature page thereto (the “Buyer”)
for the purchase and sale of, subject to customary closing conditions, (i) an aggregate of 509,311 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 11,202,401 shares of Common Stock (the “Prefunded Warrant Shares”) and (iii) warrants
(the “Warrants”) to initially acquire up to 23,423,424 shares of Common Stock (the “Warrant Shares”) (representing
200% of the Common Shares and Prefunded Warrant Shares) in a private placement offering (the “Private Placement”).
The
aggregate purchase price for the Common Shares, Prefunded Warrants and the Warrants to be purchased by the Buyer shall be equal to (i)
$1.11 for each Common Share (and related Warrants) purchased by such Buyer, or (ii) $1.10 for each Prefunded Warrant (and related Warrants)
purchased by the Buyer, 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
proceeds to the Company from the Private Placement are anticipated to be approximately $13 million, which the Company intends to use
primarily to fund the Company’s previously announced acquisition of the Champion Safe Entities, as well as for general working
capital and administrative purposes.
The
consummation of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions. A copy of the Purchase
Agreement is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 10.1.
The
form of Warrant issued in the Private Placement is attached as Exhibit 10.2 to this Current Report. The Warrant has an
exercise price of $0.86 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
form of Prefunded Warrant issued in the Private Placement is attached as Exhibit 10.3 to this Current Report. 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 the Buyer to register the Common Shares and the shares
of Common Stock underlying the Warrants issued in the Private Placement for resale. The form of the Registration Rights Agreement is
attached to this Current Report as Exhibit 10.4.
The
Common Shares, the Warrant and underlying Warrant Shares, the Prefunded Warrant and the Prefunded Warrant Shares (collectively,
the “Securities”), each to be issued by the Company pursuant to the Purchase Agreement, have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The Company is relying on the private placement exemption from
registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar exemptions
under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance. The
Securities contain (or will contain, where applicable) restrictive legends preventing the sale, transfer, or other disposition of such
securities, unless registered under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Current
Report does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required
under applicable rules for filing current reports with the Securities and Exchange Commission.
The
foregoing summaries of the terms of the Purchase Agreement, the Warrant, the Prefunded Warrant and the Registration Rights Agreement
are subject to, and qualified in their entirety by, the forms of such documents, which are filed herewith as Exhibits 10.1, 10.2, 10.3
and 10.4, respectively, and are incorporated herein by reference.
The
Company engaged EF Hutton, a division of Benchmark Investments, LLC (“EF Hutton” or the “Placement Agent”),
as the Company’s placement agent for the Private Placement. The Company, on behalf of itself and any successor entity, agrees
that, without the prior written consent of the Placement Agent, it will not, during the Term (including any extensions thereof) and additionally
for a period of 360 days after the Closing of the Placement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable
or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the Securities
and Exchange Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or
exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company,
other than entering into a line of credit with a traditional bank, or (iv) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction
described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other
securities, in cash or otherwise.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties each respective
agreements and may be subject to limitations agreed upon by the contracting parties. In addition, such representations, warranties and
covenants (i) are intended as a way of allocating the risk between the parties to each respective agreement and not as statements of
fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of,
or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information
regarding the terms of the applicable transactions, and not to provide investors with any other factual information regarding the Company.
Stockholders should not rely on the representations, warranties and covenants or any descriptions in each such agreement as characterizations
of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations
and warranties may change after the dates of the Purchase Agreement, which subsequent information may or may not be fully reflected in
public disclosures.
Item
3.02 Unregistered Sale of Securities
The
applicable information set forth in Item 1.01 of this Current Report is incorporated by reference in this Item 3.02. The Common Shares,
Prefunded Warrants and Warrants will be issued without prior registration in reliance upon the exemption from registration provided
by Section 4(a)(2) of the Securities Act, and Rule 506(D) of Regulation D thereunder.