DEF 14C: American Rebel Holdings Plans Reverse Stock Split to Maintain Nasdaq Listing

American Rebel Holdings intends to implement a reverse stock split to maintain its listing on the Nasdaq Capital Market and has obtained stockholder approval for this and other corporate actions via written consent.

Summary

• American Rebel Holdings has received stockholder approval via written consent for several key actions.
• These actions include electing a new board of directors, authorizing a reverse stock split, and reaffirming the appointment of BF Borgers CPA, PC as the company's independent auditor.
• The reverse stock split is authorized at a ratio of up to 1-for-10 and aims to increase the company's stock price to maintain its Nasdaq listing.
• The company received a notice from Nasdaq on October 23, 2023, indicating non-compliance with the minimum bid price requirement, granting a grace period until April 22, 2024, to regain compliance.
• The reverse stock split, if implemented, will reduce the number of outstanding shares but will not affect the par value of the common stock.
• The actions will become effective on or after March 25, 2024, following the mailing of the information statement to stockholders on or about March 5, 2024.
• The new board of directors will consist of Charles A. Ross, Jr., Corey Lambrecht, Larry Sinks, Michael Dean Smith, and C. Stephen Cochennet.

Sentiment

Score: 6

Explanation: The document is neutral to slightly positive. While it addresses a negative situation (potential delisting), it outlines a plan to rectify it. The approval of key actions by stockholders is also a positive sign.

Positives

• The reverse stock split is intended to improve the perception of the company's common stock as an investment security.
• Maintaining the Nasdaq listing could assist with future potential capital raises.
• A higher stock price may appeal to a broader range of investors.
• The company has taken steps to address its non-compliance with Nasdaq's minimum bid price requirement.

Negatives

• The company's common stock has been trading significantly below $1.00 per share.
• Delisting from the Nasdaq Capital Market may adversely affect the company's ability to raise additional financing.
• Delisting could negatively affect the value and liquidity of the company's common stock.
• The market price of the common stock may decline in value after effecting the reverse stock split.

Risks

• Failure to regain compliance with Nasdaq's minimum bid price requirement by April 22, 2024, could lead to delisting.
• The reverse stock split may not be successful in increasing the stock price.
• The additional shares of common stock that would become available for issuance if the Reverse Stock Split is implemented could also be used by American Rebels management to oppose a hostile takeover attempt or delay or prevent changes of control or changes in or removal of management, including transactions that are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current market prices or benefit in some other manner.

Future Outlook

The company intends to effectuate the Reverse Stock Split in order to maintain its listing on Nasdaq or at any time within the following twelve months. The Board may elect not to implement the approved Reverse Stock Split at its sole discretion.

Management Comments

• The Board believes it would not be in the best interests of our company and our stockholders to incur the costs of holding a special meeting or of soliciting proxies or consents from additional stockholders in connection with these actions.
• The Board has the maximum flexibility to react to current market conditions and to therefore achieve the purposes of the Reverse Stock Split, if implemented, and to act in the best interests of American Rebel and its stockholders.

Industry Context

Reverse stock splits are a common strategy for companies facing delisting from exchanges due to low share prices. This action aims to improve the company's standing in the market and attract a broader range of investors.

Comparison to Industry Standards

• Many companies facing similar situations, such as delisting warnings from Nasdaq or NYSE, have implemented reverse stock splits.
• Comparable companies in the small-cap sector often use this mechanism to regain compliance with listing requirements.
• The success of a reverse stock split in maintaining listing and improving stock price varies depending on market conditions and company performance.

Stakeholder Impact

• The reverse stock split will reduce the number of shares held by individual stockholders.
• The reverse stock split is intended to improve the perception of the company's common stock as an investment security.
• Delisting from the Nasdaq Capital Market may adversely affect the ability of investors to trade the company's securities.

Next Steps

• The company will file an amendment to the Articles of Incorporation with the Nevada Secretary of State to effectuate the reverse stock split.
• The Board will determine the timing of the filing based on its evaluation of market conditions.
• The company's transfer agent will act as the exchange agent for the reverse stock split.
• Stockholders will be asked to surrender their pre-reverse stock split shares for new shares.

Key Dates

Keywords

reverse stock split, Nasdaq listing, board of directors, BF Borgers CPA, minimum bid price, stockholders, common stock, American Rebel