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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) June 11, 2025
AMERICAN REBEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-41267 | 47-3892903 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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5115 Maryland Way, Suite 303 Brentwood, Tennessee |
37027 |
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| (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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on February 19, 2025, the Company received a letter (the “Notification Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company as of September 30, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2025, was below the minimum requirement of $2,500,000 (the “Stockholders’ Equity Requirement”).
Pursuant to Nasdaq’s Listing Rules, the Company had 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company submitted a Compliance Plan within the required time and amended it subsequently to provide additional information to Nasdaq.
On June 11, 2025, the Company received a letter from Nasdaq accepting the Compliance Plan and granting an extension through August 18, 2025 to evidence compliance with the Rule.
In the event the Company fails to evidence compliance within the extension period, the Company will have the right to a hearing before Nasdaq’s Hearing Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
Item 7.01. Regulation FD Disclosure.
On June 10, 2025, the Company issued a press release titled “Honoring American Hero’s: American Rebel Light Beer Proudly Hosting the 101st Airborne Division’s Week of the Eagles Concert in Conjunction with the Celebration Honoring the U.S. Army 250th Birthday at Fort Campbell, Kentucky.” A copy of the press release is attached hereto as Exhibit 99.1.
On June 12, 2025, the Company issued a press release titled “Celebrate Freedom, Celebrate America! American Rebel Light Beer-Free Shipping Through June 30th to Honor the Fourth of July and America’s Birthday!” A copy of the press release is attached hereto as Exhibit 99.2.
The press release contains 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 Registrant 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.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 99.1 | 101st Airborne Division’s Week of the Eagles Concert Press Release dated February 18, 2025 | |
| 99.2 | Free Shipping on Beer Through June 30th Press Release dated June 12, 2025 | |
| 104 | Cover Page Interactive Data File |
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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: June 12, 2025 | By: | /s/ Charles A. Ross, Jr. |
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Charles A. Ross, Jr. Chief Executive Officer |
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Exhibit 99.1
HONORING AMERICAN HERO’S: AMERICAN REBEL LIGHT BEER PROUDLY HOSTING THE 101ST AIRBORNE DIVISION’S WEEK OF THE EAGLES CONCERT IN CONJUNCTION WITH THE CELEBRATION HONORING THE U.S. ARMY 250TH BIRTHDAY AT FORT CAMPBELL, KENTUCKY
American Rebel (NASDAQ: AREB) CEO Andy Ross to Headline Patriotic Concert at Fort Campbell | American Rebel Light “Tall Boys” to be Served at the Army 250th Birthday Celebration
Nashville, TN, June 10, 2025 (GLOBE NEWSWIRE) – American Rebel Holdings, Inc. (NASDAQ: AREB), through its American Rebel Beverages subsidiary and America’s Patriotic Beer, American Rebel Light Beer ( www.americanrebelbeer.com ) proudly announces that it is hosting the Week of the Eagles Concert as part of the 101st Airborne Division’s Week of the Eagles Celebration, marking the 250th birthday of the United States Army on June 14, 2025. As America’s Patriotic Beer, American Rebel Light Beer will be served at all concession stands, and the Company’s CEO and Patriotic-rock artist Andy Ross will headline a special patriotic concert at the event.
COMBAT TACTICAL DEMOSTRATION, LIVE MUSIC, AND AMERICAN PRIDE
The day kicks off with an intense live air assault demonstration led by the Screaming Eagles at the Sabalauski Air Assault School , showcasing their elite tactical expertise. Following this powerful display, American Rebel presents a high-energy concert featuring Andy Ross , bringing an electrifying mix of patriotism and music to honor our troops. This exclusive event is free and open only to Active Duty service members, their families, and Veterans with base access , celebrating the dedication, service, and sacrifice of America’s military.
“The 101st Airborne Division is the tip of the spear—our frontline defenders of liberty,” said Andy Ross, CEO of American Rebel Holdings, Inc. “ There’s no greater honor than standing on that stage, guitar in hand, to say ‘thank you’ to these heroes on the 250th birthday of the Army.”
Todd Porter, President of American Rebel Beverage and a U.S. Army Veteran who served with the 101st during Operation Desert Shield and Desert Storm, added: “This isn’t just sponsorship—it’s a homecoming. Celebrating the Screaming Eagles and the 250th birthday of the U.S. Army is a true privilege. It’s about family, sacrifice, and standing strong together as Americans.”
CELEBRATING 250 YEARS OF ARMY EXCELLENCE
Founded in 1775, the U.S. Army has served as the backbone of our nation’s defense. The 101st Airborne Division—known worldwide as the “Screaming Eagles”—played pivotal roles in WWII (D-Day, Market Garden, Battle of the Bulge), and every major conflict since, including Vietnam, Desert Storm, Afghanistan, and Iraq.
At the heart of the action is The Sabalauski Air Assault School, Fort Campbell’s elite training ground where Soldiers earn the prestigious Air Assault Badge—a symbol of tactical excellence and warrior toughness.
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A LEGACY OF VALOR: 101 ST AIRBORNE DIVISION
The 101st Airborne Division, known as the Screaming Eagles, has a legendary history of valor and excellence. From D-Day to Desert Storm, Vietnam to Afghanistan, they’ve remained the U.S. Army’s premier air assault force. Today, the Sabalauski Air Assault School at Fort Campbell trains elite warriors who embody tactical precision and readiness.
Event Information – Annual Week of the Eagles, Special Celebration United States Army’s 250 th Birthday.
The 101st Airborne Division (Air Assault) and Fort Campbell proudly announce our annual Week of the Eagles, June 9th-15th, 2025, with a special celebration marking the United States Army’s 250th Birthday.
For two and a half centuries, the U.S. Army has stood as a beacon of strength, service, and sacrifice— “This We’ll Defend”. The Screaming Eagles, who have played a vital role in the nation’s defense since World War II, will honor the Army’s legacy with a week of commemorative ceremonies, competitions, and tactical demonstrations.
https://campbell.armymwr.com/calendar/event/week-eagles-concert/6888789/99462
Date: Saturday, June 14, 2025
Location: Sabalauski Air Assault School - 6883 Assault St, Fort Campbell, KY 42223
Air Assault Demonstration: 10:00AM (prior to the concert)
Concert Time: Immediately Following the Air Assault Demonstration
Beverage Service: American Rebel Light Beer “Tall Boys” available at all beer-selling concession locations
“This milestone serves as a reminder of the Army’s unwavering dedication to protecting and defending our great nation,” said Col. Martin Meiners, spokesperson for the 101st Airborne Division (Air Assault) and Fort Campbell. “There is no better way to celebrate the Army’s 250 th Birthday than through our annual celebration known as the Week of the Eagles.”
RAISING A TALL BOY FOR THE TROOPS
American Rebel Light Beer, America’s Patriotic Beer, will be available throughout the event—allowing attendees to enjoy a crisp, all-natural light lager while celebrating our nation’s military might. With no corn, no rice, and no additives, American Rebel Light Beer delivers bold flavor and all-American values in every sip.
MWR: Supporting Our Troops & Their Families
The Morale, Welfare, and Recreation (MWR) program plays a vital role in enhancing the quality of life for service members and their families. At Fort Campbell, MWR provides:
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Fitness & Sports Programs: Access to gyms, swimming pools, organized sports leagues, and outdoor recreation.
Entertainment & Leisure: Bowling alleys, movie theaters, gaming centers, and arts & crafts workshops.
Travel & Tickets: Discounted tickets for amusement parks, concerts, and travel packages through Information, Tickets & Travel (ITT).
Outdoor Recreation: Hunting, fishing, camping, and boating opportunities, often with rental equipment available.
Libraries & Education: Military libraries offer books, digital resources, and study programs for service members and families.
Child & Youth Services: Programs for children, including daycare, summer camps, and youth sports leagues.
Single Service Member Programs: Special events and activities tailored for young, single service members to foster camaraderie.
MWR ensures that Soldiers and their families have access to essential services, recreation, and community-building activities, strengthening their resilience and well-being while they serve our nation.
About American Rebel Light Beer
American Rebel Light Beer is America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer.
American Rebel Light is more than just a beer—it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion.
Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida and Indiana and is adding new distributors and territories regularly. For more information about the launch events and the availability of American Rebel Beer, please visit americanrebelbeer.com or follow us on our social media platforms.
Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.
American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.
For more information about American Rebel Light Beer follow us on social media @AmericanRebelBeer
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For more information, visit americanrebelbeer.com
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer.. The Company also designs and produces branded apparel and accessories. To learn more, visit www.americanrebel.com and www.americanrebelbeer.com. For investor information, visit www.americanrebel.com/investor-relations.
Watch the American Rebel Story as told by our CEO Andy Ross visit The American Rebel Story
Media Inquiries:
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
American Rebel Holdings, Inc.
info@americanrebel.com
ir@americanrebel.com
American Rebel Beverages, LLC
Todd Porter, President
tporter@americanrebelbeer.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, such as the 2025 Week of the Eagles Concert is proudly hosted by American Rebel Beer and Fort Campbell MWR (Sponsorship does not imply DOD endorsement), success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
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Exhibit 99.2
CELEBRATE FREEDOM, CELEBRATE AMERICA! AMERICAN REBEL LIGHT BEER-FREE SHIPPING THROUGH JUNE 30TH TO HONOR THE FOURTH OF JULY AND AMERICA’S BIRTHDAY!
Stock up on “Rebel Light” prior to the Fourth of July—Free Shipping Ends June 30th!
America’s Fastest Growing Beer – American Rebel Light now shipping to more than 40 states across the U.S.A.
Nashville, TN, June 12, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB), through its American Rebel Beverages subsidiary and America’s Patriotic Beer – American Rebel Light Beer ( www.americanrebelbeer.com ) proudly announces, just in time for summer celebrations, a limited-time Free Shipping offer now through June 30th. Customers can order directly from http://shop.americanrebelbeer.com/ .
Raise a Cold One to the Red, White, and Blue!
Independence Day is just around the corner, and there’s no better way to celebrate freedom than with America’s Patriotic Beer — American Rebel Light Beer! Whether you’re grilling, launching fireworks, or simply raising a toast to liberty, make sure you’ve got American Rebel Light Beer on hand. Time to stock up on American Rebel Light Beer—a better-for-you, all-natural light lager made for freedom-loving Americans.
“There’s no better way to celebrate America’s birthday than with a cold can of American Rebel Light Beer,” said Andy Ross, CEO of American Rebel Holdings, Inc. “ This is more than just a beer—it’s a salute to our country, our Constitution, and those who protect our freedom. Raise a “Tall Boy” and toast to the red, white, and blue!”
Order Now!
Freedom Delivered to Your Door—Online Sales Are Soaring!
Patriotic Americans nationwide are stocking up as online sales rapidly increase. This better-for-you, all-natural light lager represents everything we stand for—and now, it’s easier than ever to get your beer of freedom delivered straight to your doorstep!
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Limited-Time Free Shipping—Order Now Before June 30th!
This exclusive free shipping offer is available through June 30th, making it effortless to prepare for Fourth of July celebrations. Join the movement and drink to independence—because every sip is a salute to the land of the free!
Stock up now at shop.americanrebelbeer.com and toast to freedom this Fourth of July!
With delivery now available to over 40 states, American Rebel Light Beer is making it easy to celebrate America anywhere this summer. With strong consumer engagement and nationwide accessibility, American Rebel Light Beer continues to build momentum. Order your American Rebel Light Beer now at shop.americanrebelbeer.com
States we ship to:
AZ, CA, CO, CT, DC, DE, FL, GA, ID, IL, IN, IA, KS, KY, LA, ME, MD, MA, MN, MO, MT, NC, NV, NH, NJ, NM, NY, OH, OK, OR, PA, RI, TX, VT, WA, WV, WI, WY
About American Rebel Light Beer
American Rebel Light Beer is America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer.
American Rebel Light is more than just a beer—it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion.
Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana and is adding new distributors and territories regularly. For more information about the launch events and the availability of American Rebel Beer follow us on our social media platforms.
Produced in partnership with AlcSource, American Rebel Light Beer ( americanrebelbeer.com ) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.
American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.
For more information about American Rebel Light Beer follow us on social media @AmericanRebelBeer
For more information, visit americanrebelbeer.com
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About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories.
To learn more, visit www.americanrebel.com and www.americanrebelbeer.com. For investor information, visit www.americanrebel.com/investor-relations.
Watch the American Rebel Story as told by our CEO Andy Ross visit The American Rebel Story
Media Inquiries:
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
American Rebel Holdings, Inc.
info@americanrebel.com
ir@americanrebel.com
American Rebel Beverages, LLC
Todd Porter, President
tporter@americanrebelbeer.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
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