Current Report · Items 3.01, 3.02, 7.01, 9.01 · 8-K
American Rebel Holdings Inc.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 3.02 Unregistered Sales of Equity Securities. On February 10, 2026, holders of 80,000 shares of Series D Convertible Preferred Stock converted such shares into 400,000 shares of common stock. On February 2, 2026, the Company effectuated a 1-for-20 reverse stock split.…
Filed Feb 11, 2026Accepted Feb 11, 2026, 5:29 PM ESTCIK 1648087Accession 0001493152-26-006251
Company context
The Company is setting out to establish itself as “America’s Patriotic Brand.” American Rebel is a lifestyle brand that we believe presents our customers the opportunity to express their values with the products they buy. We currently operate primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products. American Rebel acquired Champion Safe Company, Inc., a Utah corporation (“Champion Safe”), and its associated entities on July 29, 2022. This acquisition dramatically grew the Company’s revenues and built a solid base to position the Company for future growth. Additionally, the Company designs and produces branded apparel and accessories.
Current securities
Historical securities (6)
Registered securities in this filing
AMERICAN REBEL HOLDINGS, INC. · 8-K · Filed 2026-02-11
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, $0.001 par value
- Symbol
- AREB
- Exchange
- NASDAQ
- Classification
- COMMON
Filing context
Context: From2026-02-102026-02-10_custom_CommonStock0.001ParValueMember
Dimensions: us-gaap:StatementClassOfStockAxis
Common Stock Purchase Warrants
- Symbol
- AREBW
- Exchange
- NASDAQ
- Classification
- WARRANT
Filing context
Context: From2026-02-102026-02-10_custom_CommonStockPurchaseWarrantsMember
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000149315226006251 · 2 registered-security cover members
Read the exact SEC filing ↗Disclosure sections
Items 3.01, 3.02, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02 Unregistered Sales of Equity Securities.
On
February 10, 2026, holders of 80,000 shares of Series D Convertible Preferred Stock converted such shares into 400,000 shares of common
stock.
On
February 2, 2026, the Company effectuated a 1-for-20 reverse stock split. On February 11, 2026, in connection with the round lot share
rounding associated with the reverse stock split, the Company issued 5,868,547 shares of common stock to CEDE & Co. for distribution
to stockholders effected by the rounding.
The
Company currently has 10,434,069 shares of common stock outstanding.
All
of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), 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.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
February 11, 2026, the Company issued a press release titled “American Rebel Holdings Announces Strategic Transition to OTC Markets
and Confirms Board Decision Not to Appeal Nasdaq Delisting Determination.” A copy of the press release is attached hereto as Exhibit
99.1.
On
February 11, 2026, the Company issued a second press release titled “American Rebel Holdings Announces Board Decision to Appeal
Nasdaq Delisting Determination.” A copy of the press release is attached hereto as Exhibit 99.2.
The
press releases contain 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 Company 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.
Filed exhibits (2)
EX-99.1 (by filename) ex99-1.htmExhibit
99.1
American
Rebel Holdings Announces Strategic Transition to OTC Markets and Confirms Board Decision Not to Appeal Nasdaq Delisting Determination
Company
remains fully reporting with the SEC; reaffirms growth strategy and longer-term goal to relist stronger on a national exchange
Nashville,
Tennessee, Feb. 11, 2026 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. ( Nasdaq: AREB; AREBW ) (“American Rebel”
or the “Company”) today announced that its Board of Directors has determined that the Company will not appeal the
Nasdaq Staff Delisting Determination received on February 4, 2026, and will instead pursue a structured transition to OTC Markets,
where the Company expects to initially seek quotation on OTCID, with the goal of pursuing an upgrade to OTCQB (and potentially
higher tiers) as eligibility requirements are met.
The
Company emphasized that it intends to remain a fully reporting public company and will continue its commitment to timely and transparent
disclosure to provide liquidity options for existing shareholders and stakeholders.
Strategic
rationale
“After
extensive consultation with our professional resource teams, we believe that - despite shareholder-f…
Open exhibit ↗EX-99.2 (by filename) ex99-2.htmExhibit
99.2
American
Rebel Holdings, Inc (NASDAQ: AREB) Files Appeal of Nasdaq Delisting Determination, Preserving Listing Pending Hearing
American
Rebel Appeals Nasdaq Delisting After Continued Strategic Stockholder Discussions, Ensuring Continued Trading of Common Shares on Nasdaq
Under Symbol AREB
Nashville,
Tennessee - February 11, 2026 - American Rebel Holdings, Inc. (NASDAQ: AREB, AREBW) (“American Rebel”
or the “Company”) today announced that it has formally filed an appeal with Nasdaq in response to the Nasdaq Staff
Delisting Determination dated February 4, 2026. The appeal was submitted ahead of the 4:00 p.m. ET deadline on February 11, 2026.
As a result, the Company’s Nasdaq listing will be maintained during the appeal process, and trading of the Company’s
common stock and warrants on The Nasdaq Capital Market will continue pending the outcome of the hearing.
Formal Appeal
Filed: American Rebel submitted a formal hearing request to Nasdaq on February 11, 2026, ahead of the 4:00 p.m. Eastern Time
deadline. The appeal stays any trading suspension or delisting action while the appeal is pending, allowing the
Company’s securities to remain listed on Nasdaq during…
Open exhibit ↗