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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 27, 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
Altbanq
LLC Secured Loan
On
March 27, 2024, the Company entered into a $1,300,000 Business Loan and Security Agreement (the “Secured Loan”) with an accredited
investor lending source (the “Lender”). Under the Secured Loan, the Company received the loan net of fees of $26,000. The
Company repaid two outstanding secured notes to affiliates of the Lender totaling $769,228, resulting in net proceeds to the Company
of $504,772. The Secured Loan requires 64 weekly payments of $26,000 each, for a total repayment of $1,664,000. The Secured Loan bears
interest at 22.8%. The Secured Loan is secured by all of the assets of the Company and its subsidiaries second to a first priority
lien secured the holder of the Line of Credit. Furthermore, the Company’s Chief Executive Officer, provided a personal guaranty
for the Secured Loan. The Secured Loan provides for a default fee of $15,000 for any late payments on the weekly payments. As long as
the Secured Loan is not in default, the Company may prepay the Secured Loan pursuant to certain prepayment amounts set forth in the Secured
Loan. Further, any default by the Company allows the Lender to take necessary actions to secure its collateral and recovery of funds.
The
foregoing description of the Secured Loan does not purport to be complete and is qualified in its entirety by reference to the full text
of the Secured Loan, which is attached as Exhibit 3.14 herewith and incorporated herein by reference.
Revenue
Interest Purchase Agreement
On
April 1, 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 6.19
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) |
| |
|
|
| 3.14** |
|
Altbanq LLC Financing Agreement dated March 27, 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 21, 2024 |
| |
|
|
| 6.19** |
|
Revenue Interest Purchase Agreement dated April 1, 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. |
| ** |
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:
April 3, 2024 |
By: |
/s/
Charles A. Ross, Jr. |
| |
|
Charles
A. Ross, Jr.
Chief
Executive Officer |
Ex.
3.14 – Altbanq LLC Financing Agreement dated March 27, 2024
Ex.
6.18 – Revenue Interest Purchase Agreement dated April 1, 2024