AREBW American Rebel Holdings Inc

 

 

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) February 10, 2025

 

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.

 

Amended Purchase and Exchange Agreement

 

As previously disclosed in the Form 8-K dated November 13, 2024, on November 11, 2024, the Company entered into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and Altbanq Lending LLC (the “Seller”), pursuant to which the Purchaser agreed to purchase from the Seller a portion ($150,469.11) of a promissory note dated March 27, 2024 in the original principal amount of $1,330,000 (the “Note”), with a current balance payable of $1,229,350 (the “Note Balance”). Contemporaneously with assignment of the assigned note portion to the Purchaser, the Company exchanged the $150,469.11 of assigned note portion for 78,615 shares of the Company’s common stock as a 3(a)(9) exchange. In December of 2024, the Purchaser cancelled the exchange and the Seller returned the $150,469.11 to the Purchaser. The 78,615 shares of common stock were issued and subsequently cancelled. These shares were issued, but were never delivered to Purchaser.

 

On February 19, 2025, the Purchaser, the Seller and the Company entered into an amendment to the Purchase and Exchange Agreement (the “Amendment”), which extends the time for the Purchaser to purchase additional portions of the Note from the Seller. On February 20, 2025, the Purchaser sent the Company a closing notice for the exchange of $55,423.57 of assigned note portion for 78,615 shares of the Company’s common stock as a 3(a)(9) exchange.

 

Under the terms of the Purchase and Exchange Agreement, as amended, the Purchaser, at any time, may purchase portions of the Note, at one or more closing, by sending an additional closing notice in the amount set forth in the additional note notice and the Company will exchange such additional portions for shares of its common stock as a 3(a)(9) exchange. The additional shares will be calculated by dividing the relevant additional portion by 75% of the average of the three lowest bids for the Company’s common stock on its principal trading market on the five trading days prior to the closing of the purchase of the additional portion.

 

The Purchase and Exchange Agreement, as amended, contains a beneficial ownership limitation of 4.99% of the number of the common shares outstanding immediately after giving effect to the issuance of common shares issuable upon any closing of the purchase of an additional portion by the Purchaser. No closing of the purchase of any additional portion shall take effect nor shall the Purchaser be able to purchase any additional portion to the extent that after giving effect to such issuance after closing, the Purchaser (together with the Purchaser’s Affiliates, and any other Persons acting as a group together with the Purchaser or any of the Purchaser’s Affiliates), would beneficially own in excess of the beneficial ownership limitation.

 

The Company will not issue shares of common stock in excess of 19.99% of the shares outstanding as of the date of the Purchase and Exchange Agreement. In the event the previous sentence restricts the Company’s ability to completely convert the Note, the Company has received stockholder approval to allow the issuance shares of common stock in excess of 19.99% of the shares outstanding.

 

For a period of fifteen business days after the amendment, and automatically renewing for additional fifteen business day periods unless terminated by the Seller upon two business days’ notice to the Company, the Seller and Company shall not further amend the Note nor allow any payments to be made on account of the Note.

 

The foregoing description of the Amendment and of all of the parties’ rights and obligations under the Amendment are qualified in its entirety by reference to the Amendment, 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.

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

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”). As of the date of this Current Report on Form 8-K, the Company does not meet the alternative quantitative standards for continued listing on the Nasdaq Capital Market.

 

 

The Notification Letter has no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements.

 

Pursuant to Nasdaq’s Listing Rules, the Company has 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company intends to submit a Compliance Plan within the required time, although there can be no assurance that the Compliance Plan will be accepted by Nasdaq. If the Compliance Plan is accepted by Nasdaq, the Company will be granted an extension of up to 180 calendar days from February 19, 2025 to evidence compliance with the Rule.

 

In the event the Compliance Plan is not accepted by Nasdaq, or in the event the Compliance Plan is accepted but 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.

 

The Company intends to submit the Compliance Plan on or before April 7, 2025, monitor its stockholders’ equity and, if appropriate, consider further available options to evidence compliance with the Stockholders’ Equity Requirement.

 

Item 3.02. Unregistered Sales of Equity Securities

 

On February 10, 2025, Silverback Capital Corporation (“SCC”), pursuant to the Settlement Agreement and Stipulation with the Company dated December 26, 2024, requested the issuance of 120,000 shares of Common Stock to SCC, representing a payment of approximately $92,772.

 

On February 18, 2025, SCC requested the issuance of 125,000 shares of Common Stock to SCC, representing a payment of approximately $92,081.25.

 

On February 20, 2025, the Company authorized the issuance of 78,615 shares of common stock pursuant to the Amendment and closing notice described in Item 1.01 above.

 

All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), Section 3(a)(10) 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 7.01. Regulation FD Disclosure.

 

On February 18, 2025, the Company’s wholly-owned subsidiary, Champion Safe Co., Inc. issued a press release titled “Champion Safe Co. Surpasses Sales Goals at Recent Buying Group Shows, Achieving $2.4M Year-To-Date 2025 Sales and Outperforming Internal Projections.” A copy of the press release is attached hereto as Exhibit 99.1.

 

On February 19, 2025, the Company issued a press release titled “American Rebel Light Beer Continues Rapid Expansion of National Distribution Footprint adding Iowa’s Mahaska Bottling Company.” A copy of the press release is attached hereto as Exhibit 99.2.

 

 

On February 21, 2025, the Company issued a press release titled “American Rebel Holdings, Inc. (NASDAQ: AREB) CEO Andy Ross Promotes the American Dream and Patriotic Products on NBC KSHB 41 Kansas City Morning Show KC Spotlight.” A copy of the press release is attached hereto as Exhibit 99.3.

 

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
10.1		Amendment to Purchase and Exchange Agreement dated February 19, 2025
99.1		Champion Safe Surpasses Sales Goals Press Release dated February 18, 2025
99.2		Mahaska Bottling Company Press Release dated February 19, 2025
99.3		Andy Ross on NBC KSHB 41 Kansas Press Release dated February 21, 2025
104		Cover Page Interactive Data File

 

 

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: February 21, 2025	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr. Chief Executive Officer

 

 

Exhibit 10.1

 

AMENDMENT TO THE PURCHASE AND EXCHANGE AGREEMENT

 

This Amendment to the Purchase and Exchange Agreement (the “Agreement”), dated as of February 19, 2025, is being entered into among Osher Capital Partners, LLC (“Purchaser”), Altbanq Lending LLC (the “Seller”) and American Rebel Holdings, Inc., a Nevada corporation (the “Company”).

 

WHEREAS, the parties are party to a Purchase and Exchange Agreement (the “PEA”), dated as of November 11, 2024.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

 

1. The first sentence of Section 1.4 of the PEA is deleted and replaced with the following:

 

“At any time while the Note is outstanding, upon one day’s written notice to the Seller and Company, the Purchaser may purchase additional portions of the Note (“Additional Portions”), at one or more closing, by sending an additional closing notice (the form of which is annexed hereto as Exhibit A hereinafter an “Additional Closing Notice”) in the amount set forth in the Additional Note Notice and the Company will exchange such Additional Portions for shares of its Common Stock (“Additional Shares”) as a 3(a)(9) exchange.”

 

2. The Company has obtained shareholder approval to issue in excess of 19.99% of the shares of common stock outstanding as of the date of the PEA.

 

3. Except as modified herein, the PEA remains in full force and effect without any waivers or modifications.

 

4. Within two (2) Business Days after the execution of this Agreement, the Company shall file a form 8-K with the Securities and Exchange Commission, disclosing the material facts related to this Agreement.

 

5. For a period of fifteen (15) business days after the date of this Agreement (the “Forbearance Period”) and automatically renewing for successive fifteen (15) business day periods as long as Purchaser is actively purchasing additional portions of the Note, the Seller and Company shall not further amend the Note nor allow any payments to be made on account of the Note. Upon two (2) business days written notice, the Seller may accelerate the termination of the Forbearance Period, provided however, any conversions of the Note that were received by the Company prior to the notice of termination shall be honored.

 

6. This Agreement shall be governed by Article III of the PEA.

 

[SIGNATURE PAGES FOLLOW]

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Purchase and Exchange Agreement on and as of the date first set forth above.

 

Osher Capital Partners, LLC			Altbanq Lending LLC
“Purchaser”			“Seller”
/s/ Ari Kluger			/s/ Samuel Twersky
American Rebel Holdings, Inc.
“Company”
/s/ Charles A. Ross, Jr.
By:	Charles A. Ross, Jr.
Its:	CEO

 

 

 

Exhibit 99.1

 

Champion Safe Co. Surpasses Sales Goals at Recent Buying Group Shows, Achieving $2.4M Year-To-Date 2025 Sales and Outperforming Internal Projections

 

Provo, UT, Feb. 18, 2025 (GLOBE NEWSWIRE) — Champion Safe Company (“Champion” or the “Company”) (championsafe.com) a leader in gun safes and vault doors, a wholly-owned subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand (americanrebel.com), is proud to announce its continued strong momentum in 2025. Champion has surpassed its internal sales projections, achieving over $2.4 million in year-to-date revenue, with more than $610,000 generated at recent Nation’s Best Sports (NBS) and Sports Inc. buying group shows.

 

Innovation Driving Growth

 

A key factor behind this success is Champion’s latest product innovations, featuring enhanced security, refined aesthetics, and superior craftsmanship. Dealers at the NBS and Sports Inc. shows responded enthusiastically to the 2025 product lineup, recognizing Champion’s commitment to quality and performance in an increasingly competitive market.

 

“Attending these early-year buying group shows is essential for us, and Champion has received an outstanding response to our updated product lineup,” said Thomas Mihalek, CEO of Champion Safe Company. “Dealers understand that quality and attention to detail are more important than ever, and Champion Safe excels in both areas. The strong sales performance at NBS and Sports Inc demonstrates the trust and demand for our products. We are committed to continuous growth and expansion through our innovative programming and enhanced manufacturing procedures. Our goal is to ensure that Champion remains the top choice for firearm dealers and security-focused customers.”

 

Commitment to Dealers and Market Leadership

 

Champion Safe remains dedicated to supporting its dealer network with industry-leading service, reliable inventory, and premium products that drive retail success. The company values its partnerships with buying group members and continues to provide cutting-edge solutions and tools to help dealers grow their businesses.

 

“We are just beginning to see the results of the dramatic improvements across all aspects at Champion Safe Company that began almost immediately after appointing Mr. Mihalek as CEO of Champion in April 2024,” said Andy Ross, CEO of American Rebel Holdings, Inc. “Mr. Mihalek is the type of seasoned and successful outdoor industry and consumer products executive that we were looking for to lead and grow Champion. We are encouraged by the early results in FY2025 and are optimistic about continued growth and market share gains at Champion Safe Co. under Mr. Mihalek’s leadership.”

 

For more information about Champion Safe and its lineup of high-security safes, visit www.championsafe.com.

 

 

About Champion Safe Company

 

Champion Safe Company has been at the forefront of safe manufacturing for over 25 years, offering a range of high-quality safes designed for ultimate security and fire protection. With a commitment to craftsmanship and innovation, Champion Safes are trusted by homeowners, gun owners, and businesses across the nation.

 

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 Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebel.com/investor-relations.

 

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 the 2025 product innovations, actual revenues for fiscal 2025, 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, 2023. 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.

 

Company Contacts:

 

jon.minder@americanrebel.com
thomas.mihalek@americanrebel.com

 

 

Exhibit 99.2

 

American Rebel Light Beer Continues Rapid Expansion of National Distribution Footprint adding Iowa’s Mahaska Bottling Company

 

American Rebel Light to be served at Knoxville Raceway the “Sprint Car Capital of the World” and the Dingus Lounge “Iowa’s Most Notorious Bar”

 

Nashville, TN, Feb. 19, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer (americanrebelbeer.com) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel (americanrebel.com), proudly announces its strategic expansion into Iowa through a partnership with Mahaska Bottling Company (mahaska.com). This move is a significant milestone in the Company’s broader Midwest growth strategy, underscoring Iowa’s pivotal role as a key market in American Rebel’s regional expansion.

 

“I had a hunting show, Maximum Archery World Tour , on television for ten years. I bowhunted all over the world, but in Iowa I’ve met some of the most passionate hunters and outdoorsmen I’ve ever met. I’ve done several “meet and greets” at the Iowa Deer Classic in Des Moines over the years and it was always a lot of fun and great to meet everyone there. Getting American Rebel Light Beer distributed throughout the state of Iowa really means a lot to me,” said American Rebel CEO Andy Ross.

 

Powerful Iowa Distribution Partnership – Mahaska Bottling Company and Rebel Light

 

Founded in 1889, Mahaska Bottling Company boasts a rich history of providing high-quality beverage distribution services across Iowa. Their extensive network and dedication to customer satisfaction make them an ideal partner for American Rebel Beer.

 

The agreement with Mahaska Bottling Company will allow American Rebel Light Beer to captivate a broader audience in Iowa, introducing its Premium Light Lager to beer enthusiasts across the region. This partnership aims to provide a seamless distribution network, ensuring American Rebel Light Beer is available in local bars, restaurants, and retail outlets. “We are very excited to bring American Rebel Light to our valued customers in the State of Iowa,” said Chad Irving, Chief Marketing Officer of Mahaska Bottling Company.

 

“We are thrilled to partner with Mahaska Bottling Company to bring American Rebel Light Beer to Iowa,” said Todd Porter, President of American Rebel Beverages. “This collaboration allows us to serve the patriotic consumers in Iowa who are looking for a clean, natural, and great-tasting light beer that embodies the values of our great nation.”

 

Launch Events to bring American Rebel Light Beer to Iowa’s Best Venues

 

American Rebel Beer will host a series of exciting events, including beer tastings, live music performances, and promotional giveaways. The festivities will kick off this Spring and run through the Fall, offering a perfect opportunity for the community to come together and enjoy America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, STAND YOUR GROUND BEER!

 

 

American Rebel Light will be anchored by two legendary Iowa establishments:

 

the Knoxville Raceway (knoxvilleraceway.com) and

 

the Dingus Lounge (www.dinguslounge.com)

 

“The Knoxville Raceway and the Dingus Lounge will put Rebel Light on the map in Iowa right out of the box,” said American Rebel CEO Andy Ross. “And Mahaska Bottling Company and our Rebel Light Street Team will carry our message throughout the rest of the state utilizing our Rebel Light nights in bars and restaurants across the state.

 

The Knoxville Raceway is known as the “Sprint Car Capital of the World” and the home of the Knoxville Nationals, a premier sprint car racing event that draws tens of thousands of fans each year that was first held in 1961.

 

“We have been looking forward to getting American Rebel Light in here for a while,” said Knoxville Raceway General Manager Jason Reed . “It’s a great fit for our audience. We love what American Rebel is doing in motor sports and we look forward to supporting them.”

 

The Knoxville Raceway seats around 21,000, which is thought to be the fourth largest outdoor facility in Iowa behind the football stadiums of Iowa and Iowa State University and the Iowa Speedway. To promote American Rebel Light at the Raceway, entertainment events headlined by American Rebel CEO Andy Ross are in the works. American Rebel and Tony Stewart Racing will collaborate on further promotional value through the American Rebel sponsorship of the Tony Stewart Racing NHRA Funny Car driven by Matt Hagan and Tony Stewart’s love of sprint car racing and Tony’s suite at the Knoxville Raceway.

 

“Iowa’s Most Notorious Bar”, the Dingus Lounge, is the ideal establishment to serve American Rebel Light. Owner AJ Mottet has expanded Dingus again and again. He now owns the entire block and during the Knoxville Nationals he’ll pack every square foot with patriotic race fans who love beer

 

“Dingus Lounge is excited and proud to be a part of American Rebel Beer,” said AJ Mottet. “The World’s Best Racing Bar and our patrons stand for the same core values that American Rebel represents . Freedom has a price, that price is the sacrifice many men and women who gave everything for us to be the land of the free. Dingus and American Rebel Beer honor those who sacrificed. We honor them every day. It’s who we are.”

 

“I LOVE THAT BAR,” said Andy Ross. “I would love to play at the Dingus Lounge during the Knoxville Nationals. That would be a great date to add to our tour this summer. It’s definitely our crowd and I think it would be a blast.”

 

During the Thursday of a previous Knoxville Nationals Dingus claims it sold 10,700 cans of Busch Light alone. “We had a chain of employees handing cases right from the truck through the crowd, right into the bar tubs,” Mottet says. “If they can love the dirt in their track, then they can love the dive in their bar.”

 

For more information about the launch events and American Rebel Beer, please visit (americanrebelbeer.com) or follow us on our social media platforms.

 

 

About Mahaska Bottling Company

 

Mahaska Bottling Company is a 7th generation family-owned bottling and distribution company that has been around for more than 135 years. From its early years at the dawn of the soft-drink industry, Mahaska has expanded its portfolio and added a multitude of product and service lines across non-alcoholic beverages, coffee, food, snacks, and beer.

 

About American Rebel Light Beer

 

Produced in partnership with AlcSource, American Rebel Light Beer (americanrebelbeer.com) is a premium domestic 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.

 

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.

 

Media Inquiries:

Matt Sheldon
Matt@Precisionpr.co
917-280-7329

 

American Rebel Holdings, Inc.
info@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 marketing outreach efforts, actual placement timing and availability of American Rebel Beer, 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, 2023. 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.

 

Company Contact:

 

tporter@americanrebelbeer.com
info@americanrebel.com

 

 

Exhibit 99.3

 

Nashville, TN, Feb. 21, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Light Beer (americanrebelbeer.com), and a designer, manufacturer, and marketer of branded safes and personal security and self-defense products (americanrebel.com), proudly announces that CEO Andy Ross will appear on the local NBC television affiliate, KSHB 41, in his home state, promoting the values of the American Dream and the Company’s patriotic products.

 

Hometown “American Rebel” Andy Ross appears on Kansas City NBC affiliate KSHB 41

 

NBC affiliate KSHB 41 (KSHB 41 Kansas City: News, Weather, Chiefs, Traffic and Sports), home of the Kansas City Chiefs and known for its award winning news, is owned by the E.W. Scripps Company and is the Kansas City market’s fastest growing news outlet. The segment featuring American Rebel Andy Ross is schedule to air Friday, February 20, 2025, at some point during the 11 am Central hour-long broadcast.

 

“We believe in the American Dream, and our products reflect the values and pride that come with it,” said Andy Ross – CEO American Rebel Holdings, Inc. “I’m thrilled to share our story on KSHB 41, the home of my favorite team, the Kansas City Chiefs, and with the people of Kansas. I’ve spent my time in Kansas City visiting key accounts to ensure that American Rebel Light Beer is readily available to those who appreciate quality and patriotism.”

 

American Rebel Holdings, Inc. Focuses on Media Exposure to Expand America’s Patriotic Beer in New Markets

 

A key strategic focus at American Rebel is to continually share America’s Patriotic Brand Story as told by our CEO – Andy Ross. To truly expand America’s Patriotic Brand, we needed to have a product that reaches the masses and is consumable. American Rebel Beer has always been at the top of the list and due to current events and opportunities that have opened up in the market, American Rebel is well positioned to continue to expand into new markets that allow our consumers to enjoy America’s Patriotic Beer (americanrebelbeer.com).

 

The American Rebel Brand Story is all about chasing the American Dream as a NASDAQ company

 

“I have been blessed to turn my passions into success. On my show, Maximum Archery World Tour, I bowhunted the world for 10 years on outdoor TV. By incorporating my music into the show, and with the emergence of digital music distribution, I had a springboard to develop a great music career. In 2015 a decision was made to build a brand around my song ‘American Rebel,’ and America’s Patriotic Brand was born. In February 2022, we became a publicly traded company on NASDAQ, symbol: AREB.” - Andy Ross, CEO American Rebel Holdings

 

 

American Rebel Light Beer positioned for success throughout Kansas and the Kansas City Area

 

During his appearance, Mr. Ross passionately discussed the inspiration behind American Rebel Light Beer, a premium light lager that embodies the spirit of America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer. He also highlighted Champion Safe Co., a wholly-owned subsidiary of American Rebel Holdings known for its American-made safes designed to protect what matters most to American families. Champion Safe Co. manufactures Champion, Superior and American Rebel branded safes.

 

In addition to his media appearance, Mr. Ross has been actively focusing on expanding American Rebel Beer’s presence in the eastern Kansas area. With the support of distribution partner Standard Beverage, the Company is strategically targeting key accounts to enhance both on-premise and off-premise locations. This effort is part of a larger initiative to bring American Rebel’s exceptional products to a wider audience.

 

Mr. Ross’s recent meetings with several key accounts in Kansas have yielded promising results, further solidifying the Company’s growth plans in the region. By leveraging the strength of the Standard Beverage distribution network, American Rebel is poised to make a significant impact in the Kansas market.

 

Premium Safes, Concealed Carry Backpacks and Apparel at our Overland Park, Kansas store.

 

We build American Rebel Safes - one of the most desirable residential safes on the market. We are also the proud owners of Champion Safe Co. Our safes are specifically designed to meet the needs of homeowners and gun aficionados.

 

In a time when National Spirit is being rekindled, American Rebel positions itself as “America’s Patriotic Brand.” We are proud advocates of the 2nd Amendment and encourage safe and responsible gun ownership.

 

American Rebel’s store is located at 8500 Marshall Drive in Overland Park, Kansas, next to the Bushnell Factory Outlet conveniently located right off I-35.

 

For more information about American Rebel Holdings, Inc. and its products, please visit americanrebel.com, championsafe.com and 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 americanrebel.com and americanrebelbeer.com. For investor information, visit americanrebel.com/investor-relations.

 

 

About American Rebel Light Beer

 

Produced in partnership with AlcSource, American Rebel Light Beer (americanrebelbeer.com) is a premium domestic 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.

 

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 marketing outreach efforts, actual placement timing and availability of American Rebel Beer, 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, 2023. 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.

 

Media Inquiries:
Matt Sheldon
Precision Public Relations
Matt@PrecisionPR.co
917-280-7329

 

v3.25.0.1

Cover	Feb. 10, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 10, 2025
Entity File Number	001-41267
Entity Registrant Name	AMERICAN REBEL HOLDINGS, INC.
Entity Central Index Key	0001648087
Entity Tax Identification Number	47-3892903
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5115 Maryland Way
Entity Address, Address Line Two	Suite 303
Entity Address, City or Town	Brentwood
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37027
City Area Code	(833)
Local Phone Number	267-3235
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.001 par value
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	AREB
Security Exchange Name	NASDAQ
Common Stock Purchase Warrants
Title of 12(b) Security	Common Stock Purchase Warrants
Trading Symbol	AREBW
Security Exchange Name	NASDAQ

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