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) June 27, 2024
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 1.01. Entry into a Material Definitive Agreement.
Short-Term Loan
On June 28, 2024, the Company entered into a short-term loan with a director, Lawrence Sinks (the “Lender”), evidenced by a promissory note in the principal amount of $400,000 (the “Note”). Proceeds from the Note are to be utilized by the Company’s wholly-owned subsidiary, American Rebel Beverages, LLC. The Note is due on September 30, 2024, with a repayment amount of $520,000. The Company may reduce the repayment amount to $480,000 if the Note is repaid on or before July 31, 2024; or reduce to $500,000 if the Note is repaid on or before August 31, 2024.
The foregoing description of the Note and of all of the parties’ rights and obligations under the Note is qualified in its entirety by reference to the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and of which is incorporated herein by reference.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 27, 2024, the Company held its annual meeting of stockholders. Stockholders voted on the following proposals:
| | 1. | To elect Charles A. Ross, Jr., Corey Lambrecht, Larry Sinks, Michael Dean Smith and C. Stephen Cochennet to serve as directors until the next annual meeting or until their successors are elected and qualified; and |
| | | |
| | 2. | To confirm the affirmation of GBQ Partners LLC as independent auditors for the next year. |
Each proposal was approved and each share of common stock was entitled to one vote per proposal. Only stockholders of record at the close of business on May 28, 2024, were entitled to vote. The number of outstanding shares on the record date was 5,947,643. In addition, the Company had 75,000 shares of Series A Preferred Stock in attendance; each share of Series A Preferred Stock is entitled to cast one thousand (1,000) votes for each share held of the Series A Preferred stock on all matters presented to the stockholders of the Company for a vote.
Votes on the proposals were as follows:
| | Proposal | | For | | Against | | Abstentions | | Broker Non-Votes |
| 1. | Charles A. Ross, Jr. | | 75,329,305 | | 33,324 | | 3,660 | | 2,069,734 |
| 1. | Corey Lambrecht | | 75,329,240 | | 33,288 | | 3,761 | | 2,069,734 |
| 1. | Larry Sinks | | 75,322,695 | | 39,934 | | 3,660 | | 2,069,734 |
| 1. | Michael Dean Smith | | 75,313,246 | | 49,383 | | 3,660 | | 2,069,734 |
| 1. | C. Stephen Cochennet | | 75,322,592 | | 40,037 | | 3,660 | | 2,069,734 |
| 2. | Affirmation of GBQ Partners LLC | | 77,251,039 | | 179,400 | | 5,584 | | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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 2, 2024 | By: | /s/ Charles A. Ross, Jr. |
| | | Charles A. Ross, Jr. Chief Executive Officer |
