8-K: American Rebel Holdings Amends Purchase Agreement, Faces Nasdaq Listing Deficiency, and Highlights Sales Growth

American Rebel Holdings amends a purchase agreement, faces a Nasdaq listing deficiency due to low stockholders' equity, and announces positive sales updates for its Champion Safe subsidiary and expansion of American Rebel Light Beer distribution.

Summary

• American Rebel Holdings amended its Purchase and Exchange Agreement on February 19, 2025, extending the time for an investor to purchase additional portions of a promissory note.
• On February 20, 2025, the investor sent a closing notice for the exchange of $55,423.57 of the note for 78,615 shares of the company's common stock.
• The company received a notification from Nasdaq on February 19, 2025, stating it is not in compliance with Nasdaq Listing Rule 5550(b)(1) due to stockholders' equity being below the minimum requirement of $2,500,000 as of September 30, 2024.
• The company has until April 7, 2025, to submit a plan to evidence compliance with the rule.
• On February 10 and 18, 2025, Silverback Capital Corporation requested the issuance of 120,000 and 125,000 shares of common stock, respectively, representing payments of approximately $92,772 and $92,081.25.
• Champion Safe Co., a subsidiary of American Rebel, announced it surpassed sales goals, achieving $2.4 million year-to-date sales in 2025.
• American Rebel Light Beer is expanding its national distribution footprint by adding Iowa's Mahaska Bottling Company.
• CEO Andy Ross promoted the American Dream and patriotic products on NBC KSHB 41 Kansas City Morning Show KC Spotlight.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. Positive sales figures from Champion Safe and distribution expansion for American Rebel Beer are offset by the Nasdaq listing deficiency and ongoing financial restructuring.

Positives

• Champion Safe Co. has surpassed its internal sales projections, achieving over $2.4 million in year-to-date revenue.
• American Rebel Light Beer is expanding its distribution network through a partnership with Mahaska Bottling Company in Iowa.
• 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.

Negatives

• The company received a notification from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5550(b)(1) because the stockholders' equity is below the minimum requirement of $2,500,000.
• The company does not currently meet the alternative quantitative standards for continued listing on the Nasdaq Capital Market.

Risks

• There is no assurance that the Compliance Plan submitted to Nasdaq will be accepted.
• Failure to evidence compliance with the Nasdaq listing rule could result in delisting.
• Forward-looking statements are subject to significant risks and uncertainties, and actual results could differ from those projected.

Future Outlook

The company intends to submit a compliance plan to Nasdaq and monitor its stockholders' equity, considering available options to evidence compliance with the Stockholders Equity Requirement; Champion Safe Co. is optimistic about continued growth and market share gains; American Rebel Light Beer plans launch events in Iowa.

Management Comments

• 'Dealers understand that quality and attention to detail are more important than ever, and Champion Safe excels in both areas,' said Thomas Mihalek, CEO of Champion Safe Company.
• '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. Mihaleks leadership,' said Andy Ross, CEO of American Rebel Holdings, Inc.
• '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.
• '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,' said Todd Porter, President of American Rebel Beverages.
• 'Its a great fit for our audience. We love what American Rebel is doing in motor sports and we look forward to supporting them,' said Knoxville Raceway General Manager Jason Reed.
• 'The Worlds Best Racing Bar and our patrons stand for the same core values that American Rebel represents,' said AJ Mottet, owner of Dingus Lounge.
• '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.

Industry Context

The expansion of American Rebel Light Beer into Iowa reflects a broader trend of beverage companies targeting regional markets for growth; Champion Safe's success indicates a continued demand for secure storage solutions, particularly in the firearms market.

Comparison to Industry Standards

• Champion Safe competes with companies like Liberty Safe and Cannon Safe in the gun safe market; achieving $2.4 million in YTD sales is a positive indicator, but further analysis is needed to compare growth rates and market share against these competitors.
• American Rebel Beer's expansion into Iowa through Mahaska Bottling Company mirrors strategies employed by other craft and regional breweries to leverage established distribution networks.
• Comparing American Rebel's financial performance and compliance efforts with other small-cap companies facing Nasdaq listing deficiencies would provide a benchmark for assessing the company's situation.

Stakeholder Impact

• Shareholders face potential dilution from the issuance of common stock.
• Employees at Champion Safe may benefit from the company's strong sales performance.
• Customers in Iowa will have increased access to American Rebel Light Beer.
• The company's compliance with Nasdaq listing rules is crucial for maintaining investor confidence.

Next Steps

• The company will submit a compliance plan to Nasdaq by April 7, 2025.
• The company will monitor its stockholders' equity and consider further options to evidence compliance with the Stockholders Equity Requirement.
• American Rebel Beer will host launch events in Iowa throughout the Spring and Fall.

Key Dates

Keywords

American Rebel Holdings, Champion Safe, American Rebel Beer, Nasdaq, Listing Rule, Stockholders Equity, Distribution Agreement, Sales Growth, Promissory Note, Share Issuance