American Rebel Holdings INC 8-K Filing

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value AREB The Nasdaq Stock Mar
• $14.1 million — ("218 3 rd Avenue") for a sale price of $14.1 million. The Seller does not have any material
• $2,100,000 — any has agreed to pay Seller a value of $2,100,000 through the issuance of shares of its c
• $1.25 — f shares of its common stock, valued at $1.25 per share, and a prefunded warrant to p
• $1.24 — chase shares of common stock, valued at $1.24 per share (for a combined total of 1,68
• $0.01 — to purchase shares of common stock for $0.01 per share), at the expiration of the Du
• $300,000 — rther, the Company shall pay the Seller $300,000 of the purchase price in three non-refu
• $100,000 — purchase price in three non-refundable $100,000 installments; the first installment sha
• $11,700,000 — um promissory note in the amount of the $11,700,000 payable to the Seller (the "Note"). At
• $141,000 — stock (or prefunded warrant), valued at $141,000, which is an amount equal to 1% of the
• $2.1 million — derlying the prefunded warrants for the $2.1 million down payment and an additional 9,360,00
• $6,470,000 — y the Company of a portion of a certain $6,470,000 secured promissory note dated June 26,
• $2,000,000 — agreed to purchase from Streeterville, $2,000,000 of the Damon Note in consideration for
• $1,000.00 — k shall have an initial stated value of $1,000.00. The Series E Preferred Stock has the f
• $1,100 — ed Value will automatically increase to $1,100 and the Preferred Return will automatic

Filing Documents

• form8-k.htm (8-K) — 100KB
• ex4-1.htm (EX-4.1) — 8KB
• ex10-1.htm (EX-10.1) — 281KB
• ex10-2.htm (EX-10.2) — 3KB
• ex10-3.htm (EX-10.3) — 9KB
• ex4-1_001.jpg (GRAPHIC) — 487KB
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• ex4-1_010.jpg (GRAPHIC) — 625KB
• ex4-1_011.jpg (GRAPHIC) — 592KB
• ex4-1_012.jpg (GRAPHIC) — 274KB
• ex4-1_013.jpg (GRAPHIC) — 86KB
• ex10-1_001.jpg (GRAPHIC) — 1KB
• ex10-2_001.jpg (GRAPHIC) — 128KB
• ex10-2_002.jpg (GRAPHIC) — 765KB
• ex10-2_003.jpg (GRAPHIC) — 722KB
• ex10-2_004.jpg (GRAPHIC) — 842KB
• ex10-2_005.jpg (GRAPHIC) — 420KB
• ex10-3_001.jpg (GRAPHIC) — 482KB
• ex10-3_002.jpg (GRAPHIC) — 563KB
• ex10-3_003.jpg (GRAPHIC) — 597KB
• ex10-3_004.jpg (GRAPHIC) — 607KB
• ex10-3_005.jpg (GRAPHIC) — 686KB
• ex10-3_006.jpg (GRAPHIC) — 635KB
• ex10-3_007.jpg (GRAPHIC) — 548KB
• ex10-3_008.jpg (GRAPHIC) — 437KB
• ex10-3_009.jpg (GRAPHIC) — 471KB
• ex10-3_010.jpg (GRAPHIC) — 670KB
• ex10-3_011.jpg (GRAPHIC) — 218KB
• ex10-3_012.jpg (GRAPHIC) — 113KB
• ex10-3_013.jpg (GRAPHIC) — 198KB
• ex10-3_014.jpg (GRAPHIC) — 44KB
• 0001641172-25-025482.txt ( ) — 22167KB
• areb-20250819.xsd (EX-101.SCH) — 4KB
• areb-20250819_def.xml (EX-101.DEF) — 26KB
• areb-20250819_lab.xml (EX-101.LAB) — 36KB
• areb-20250819_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

01

Item 1.01. Item 3.02 Sale of Unregistered Securities. On August 19, 2025, the Company issued 25,000 shares of Series D Convertible Preferred Stock to a strategic advisor for services to be rendered pursuant to a strategic advisory agreement for the period from August 18, 2025 through June 30, 2027. On August 19, 2025, the Company authorized the issuance of the 426,156 shares of common stock and a prefunded warrant for the purchase of 1,253,844 shares of common stock for $0.01 per share for the down payment to the Seller set forth in Item 1.01 above. On August 22, 2025, the Company authorized the issuance of 2,000 shares of Series E Preferred Stock in exchange for the portion of the purchased Damon Note set forth in Item 1.01 above. The issuance of the shares of Series D Convertible Preferred Stock, common stock and Series E Preferred Stock will not be registered under the Securities Act of 1933, as amended, in reliance upon the exemption from the registration requirements of that Act provided by Section 4(a)(2) thereof. The recipients are accredited investors or an officer of the Company with the experience and expertise to evaluate the merits and risks of an investment in securities of the Company and the financial means to bear the risks of such an investment. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Articles – Designating Series E Preferred Stock On August 22, 2025, the Company's board of directors approved the designation of a new Series E Preferred Stock (the "Series E Designation"). The rights, preferences, restrictions and other matters relating to the Series E Preferred Stock (the "Series E Preferred Stock") are described in greater detail below. Series E Preferred Stock The Series E Designation was filed by the Company with the Secretary of State of Nevada on August 22, 2025 and designated 10,000 shares of Series E Preferred Stock, $0.001 par value per share. Each share of Series E Preferred Sto

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