UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT PURSUANT TO REGULATION A
Date of Report (Date of earliest event reported) March 20, 2024
AMERICAN REBEL HOLDINGS, INC.
(Exact name of issuer as specified in its charter)
Nevada | 47-3892903 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
909 18th Avenue South, Suite A, Nashville, Tennessee 37212 |
(Full mailing address of principal executive offices) |
(833) 267-3235
(Issuer’s telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A: Series C Redeemable Convertible Preferred Stock and Common Stock.
Item 9.01 Other Events
Filing of Amended Escrow Agreement
Cambria Capital is a registered broker-dealer and member of FINRA and SIPC. Cambria Capital has been appointed by the Company and Digital Offering, as a soliciting dealer for the Regulation A offering. Cambria Capital operates the My IPO platform as a separate unincorporated business division, which has recently been approved to accept credit card payments. The Company is filing with the Commission an amended and restated Escrow Agreement with Wilmington Trust, National Association as Exhibit 8.1 to this Current Report, to reflect the ability of My IPO to accept credit card payments.
Unsecured Loan Agreement
On March 21, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $235,750 (the “Note”). A one-time interest charge of 15% ($35,362) and fees of $5,000 were applied on the issuance date, resulting in net loan proceeds to us of $200,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $162,667.20 and is due on June 30, 2024 with six (6) subsequent payments each in the amount of $18,074.14 due on the 30th of each month thereafter (a total payback to the Lender of $271,112.00). the Company has the right to prepay the Note within one hundred eighty days at a discount of 5%.
Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referenced below.
Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. the Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.
A copy of the Note and Purchase Agreement are attached hereto as Exhibits 6.16 and 6.17, respectively.
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Exhibit Index
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* | Previously filed herewith. |
** | Filed herewith |
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SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN REBEL HOLDINGS, INC. | ||
Date: March 22, 2024 | By: | /s/ Charles A. Ross, Jr. |
Charles A. Ross, Jr. | ||
Chief Executive Officer |
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