Current Report Filing (8-k)
July 18 2022 - 4:59PM
Edgar (US Regulatory)
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2022-07-12
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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) July 12, 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. ☐
Forward-Looking
Statements
Certain
statements either contained in or incorporated by reference into this Current Report on Form 8-K, other than purely historical information,
by the Registrant and any statements relating to the Registrant’s business and expected operating results, and the assumptions
upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,”
“plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,”
“strategy,” “future,” “opportunity,” “may,” “should,” “could,”
“potential,” or similar expressions. The forward-looking statements contained in this filing are based on current expectations
and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking
statements. This Current Report should be read in conjunction with the risks and cautionary statements discussed or identified in the
Registrant’s public filings with the SEC from time to time, including the Registrant’s most recent Annual Report on Form
10-K for the year ended December 31, 2021, and Quarterly Reports on Form 10-Q. The Registrant’s stockholders and investors are
cautioned not to unduly rely on these forward-looking statements. The forward-looking statements speak only as of the date hereof and,
other than as required by applicable law, the Registrant expressly disclaims any intent or obligation to update or revise publicly these
forward-looking information or statements.
Item
1.01 Entry into Material Definitive Agreement.
As
previously reported by American Rebel Holdings, Inc. (the “Company”), on July 7, 2022, 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
closing of the Private Placement occurred on July 12, 2022. EF Hutton, a division of Benchmark Investments, LLC (the “Placement
Agent”) acted as the sole placement agent for the Company in connection with the Private Placement. Pursuant to that certain Engagement
Letter, dated as of July 8, 2022, between the Company and the Placement Agent, the Placement Agent is entitled to a cash fee of 10% of
the gross proceeds of the Private Placement and the reimbursement of certain Placement Agent fees and expenses, including, but not limited
to, up to $125,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and disbursements for
the Placement Agent’s counsel.
The
foregoing summaries of the terms of the Purchase Agreement, the Warrant, the Prefunded Warrant, the Registration Rights Agreement and
the Engagement Letter 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, 10.4 and 10.5, respectively, and are incorporated herein by reference.
Item
3.02 Unregistered Sale of Securities
The
applicable information set forth in Item 1.01 of this Current Report on Form 8-K 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.
Item
8.01 Other Events.
On
July 12, 2022, the Company issued a press release announcing the closing of the Private Placement. A copy of the press release is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
10.1# |
|
Securities Purchase Agreement, dated July 7, 2022, between American Rebel Holdings, Inc. and the Armistice Capital Master Fund Ltd. (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2022) |
10.2 |
|
Form of Warrant (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2022) |
10.3 |
|
Form of Prefunded Warrant (incorporated herein by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2022) |
10.4 |
|
Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.4 to Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2022) |
10.5 |
|
Engagement Letter, dated July 8, 2022, between American Rebel Holdings, Inc. and EF Hutton. |
99.1 |
|
Press Release |
104 |
|
Cover
Page Interactive Data File |
#
Certain schedules and exhibits have been omitted pursuant to Item 601(A)(5) of Regulation S-K. The Company will furnish supplementally
copies of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request.
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:
July 18, 2022 |
By:
|
/s/
Charles A. Ross, Jr. |
|
|
Charles
A. Ross, Jr.
Chief
Executive Officer |
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