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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
U-1
CURRENT
REPORT PURSUANT TO REGULATION A
Date
of Report (Date of earliest event reported) March 22, 2024
AMERICAN
REBEL HOLDINGS, INC.
(Exact
name of issuer as specified in its charter)
| Nevada |
|
47-3892903 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(IRS
Employer
Identification
No.) |
| 909
18th Avenue South, Suite A, Nashville, Tennessee 37212 |
| (Full
mailing address of principal executive offices) |
(833)
267-3235
(Issuer’s
telephone number, including area code)
Title
of each class of securities issued pursuant to Regulation A: Series C Redeemable Convertible Preferred Stock and Common Stock.
Item
9.01 Other Events
Revenue
Interest Purchase Agreement
On
March 22, 2024, the Company entered into a Revenue Interest Purchase Agreement (the “Revenue Interest Purchase Agreement”)
with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $100,000.
As
consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by the Company
pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $10,000 per month from the Company
generated from its operating subsidiaries (the “Revenue Interest”).
Under
the Revenue Interest Purchase Agreement, the Company has an option (the “Call Option”) to repurchase the Revenue Interest
at any time upon two days advance written notice. Additionally, the Purchasers have an option (the “Put Option”) to
terminate the Revenue Interest Purchase Agreement and to require the Company to repurchase future Revenue Interest upon the Company consummating
a public offering pursuant to Regulation A. The repurchase price to be paid by the Company will be, if the Call Option or the Put Option
is exercised (i) $140,000 if repurchased on or before May 31, 2024; and (ii) $154,000 after June 1, 2024; in each case of (i) or (ii),
minus all Revenue Interest or other payments made by the Company to the investor prior to such date.
In
addition, the Revenue Interest Purchase Agreement contains various representations and warranties, covenants and other obligations and
other provisions that are customary for a transaction of this nature.
The
foregoing description of the material terms of the Revenue Interest Purchase Agreement does not purport to be complete and is qualified
in its entirety by reference to the complete text of the Revenue Interest Purchase Agreement, a copy of which is filed as Exhibit 6.18
herewith and incorporated herein by reference.
Exhibit
Index
| Exhibit
No. |
|
Description |
| |
|
|
| 1.1* |
|
Selling Agency Agreement, dated March 13, 2024, between American Rebel Holdings, Inc. and Digital Offering, LLC |
| |
|
|
| 1.2* |
|
Side Letter, dated June 28, 2023, between Digital Offering LLC and EF Hutton, division of Benchmark Investment, LLC (Incorporated by reference to Exhibit 1.2 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 1.3* |
|
Side Letter Amendment, dated January 24, 2024 between Digital Offering, LLC and EF Hutton, LLC, division of Benchmark Investment, LLC (Incorporated by reference to Exhibit 1.3 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 2.1* |
|
Second Amended and Restated Articles of Incorporation effective January 22, 2022 (Incorporated by reference to Exhibit 2.1 to Form 1-A/A filed on March 8, 2024) |
| 2.2* |
|
Amended and Restated Bylaws of American Rebel Holdings, Inc. effective as of February 9, 2022 (Incorporated by reference to Exhibit 2.2 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 2.3* |
|
Certificate of Amendment to the Second Amended and Restated Articles effectuating 25:1 Reverse Stock Split (Incorporated by reference to Exhibit 2.3 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.1* |
|
Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 3.1 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.2* |
|
Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.2 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.3* |
|
Amended Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 3.3 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.4* |
|
First Amended and Restated Certificate of Designation of Series C Preferred Stock (Incorporated by reference to Exhibit 3.4 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.5* |
|
Amended and Restated Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on November 6, 2023) |
| |
|
|
| 3.6* |
|
Warrant Agency Agreement with Action Stock Transfer dated February 9, 2022 (Incorporated by reference to Exhibit 3.6 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.7* |
|
Form of Pre-funded Warrant (Incorporated by reference to Exhibit 3.7 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.8* |
|
Line of Credit Agreement dated February 10, 2023 (Incorporated by reference to Exhibit 3.8 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.9* |
|
Financing Agreement dated April 14, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed May 1, 2023) |
| |
|
|
| 3.10* |
|
Armistice Form of New Warrant A (Incorporated by reference to Exhibit 4.1 to Form 8-K/A, filed on September 8, 2023) |
| |
|
|
| 3.11* |
|
Armistice Form of New Warrant B (Incorporated by reference to Exhibit 4.2 to Form 8-K/A, filed on September 8, 2023) |
| |
|
|
| 3.12* |
|
Alt Banq Financing Agreement dated December 28, 2023 (Incorporated by reference to Exhibit 3.12 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 3.13* |
|
New $75,000 Loan Agreement dated January 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed on January 5, 2024) |
| 4.1* |
|
Form of Subscription Agreement (Incorporated by reference to Exhibit 4.1 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 6.1* |
|
Ross Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed March 5, 2021) |
| |
|
|
| 6.2* |
|
Grau Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10. 2 to Form 8-K, filed March 5, 2021) |
| |
|
|
| 6.3* |
|
2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed March 5, 2021) |
| |
|
|
| 6.4* |
|
Ross Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 6.4 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 6.5* |
|
Grau Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 6.5 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 6.6* |
|
Lambrecht Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed on November 24, 2023) |
| |
|
|
| 6.7* |
|
Ross Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed on November 24, 2023) |
| |
|
|
| 6.8* |
|
Grau Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.4 to Form 8-K, filed on November 24, 2023) |
| |
|
|
| 6.9* |
|
Securities Purchase Agreement, dated June 27, 2023, between American Rebel Holdings, Inc. and the Armistice Capital Master Fund Ltd. (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 28, 2023) |
| |
|
|
| 6.10* |
|
Armistice Form of Warrant (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 28, 2023) |
| |
|
|
| 6.11* |
|
Armistice Form of Prefunded Warrant (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on June 28, 2023) |
| |
|
|
| 6.12* |
|
Armistice Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on June 28, 2023) |
| |
|
|
| 6.13* |
|
Tony Stewart Racing Nitro Sponsorship Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 6.13 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 6.14* |
|
Master Brewing Agreement dated August 9, 2023 (Incorporated by reference to Exhibit 6.14 to Form 1-A/A filed on March 8, 2024) |
| 6.15* |
|
Armistice Form of Inducement Letter dated September 8, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K/A, filed on September 8, 2023) |
| |
|
|
| 6.16* |
|
1800 Diagonal Note dated March 21, 2024 |
| |
|
|
| 6.17* |
|
1800 Diagonal Securities Purchase Agreement dated March 21, 2024 |
| |
|
|
| 6.18** |
|
Revenue
Interest Purchase Agreement dated March 22, 2024 |
| |
|
|
| 7.1* |
|
Securities Purchase Agreement, dated June 9, 2016, by and among CubeScape, Inc., American Rebel, Inc., and certain individual named therein (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed June 15, 2016) |
| |
|
|
| 7.2* |
|
Champion Safe Co., Inc. Stock Membership Interest Purchase Agreement dated June 29, 2022 (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed July 6, 2022) |
| |
|
|
| 8.1* |
|
Amended and Restated Escrow Agreement, dated March 20, 2024, by and among American Rebel Holdings, Inc., Digital Offering LLC and Wilmington Trust, National Association |
| |
|
|
| 10.1* |
|
Power of attorney (included on the signature page of this offering statement) (Incorporated by reference to Exhibit 10.1 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 11.1* |
|
Consent of BF Borgers CPA, P.C. (Incorporated by reference to Exhibit 11.1 to Form 1-A/A filed on March 8, 2024) |
| |
|
|
| 11.2* |
|
Consent of DeMint Law, PLLC (included in Exhibit 12.1) |
| |
|
|
| 12.1* |
|
Opinion of DeMint law, PLLC (Incorporated by reference to Exhibit 12.1 to Form 1-A/A filed on March 8, 2024) |
| * |
Previously
filed herewith. |
| ** |
Filed
herewith |
SIGNATURES
Pursuant
to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
AMERICAN
REBEL HOLDINGS, INC. |
| |
|
|
| Date:
March 27, 2024 |
By:
|
/s/
Charles A. Ross, Jr. |
| |
|
Charles A. Ross, Jr. |
| |
|
Chief Executive Officer |