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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/24 American Rebel Holdings Inc. 8-K:1,2,9 3/21/24 13:451K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 41K 2: EX-10.1 Material Contract HTML 91K 3: EX-10.2 Material Contract HTML 79K 13: R1 Cover HTML 50K 9: XML IDEA XML File -- Filing Summary XML 12K 12: XML XBRL Instance -- form8-k_htm XML 21K 8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.DEF XBRL Definitions -- areb-20240321_def XML 73K 6: EX-101.LAB XBRL Labels -- areb-20240321_lab XML 103K 7: EX-101.PRE XBRL Presentations -- areb-20240321_pre XML 70K 4: EX-101.SCH XBRL Schema -- areb-20240321 XSD 14K 10: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 11: ZIP XBRL Zipped Folder -- 0001493152-24-011003-xbrl Zip 59K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) i March 21, 2024
i AMERICAN REBEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| i Nevada | i 001-41267 | i 47-3892903 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (833) i 267-3235
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $235,750 (the “Note”). A one-time interest charge of 15% ($35,362) and fees of $5,000 were applied on the issuance date, resulting in net loan proceeds to us of $200,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $162,667.20 and is due on June 30, 2024 with six (6) subsequent payments each in the amount of $18,074.14 due on the 30th of each month thereafter (a total payback to the Lender of $271,112.00). the Company has the right to prepay the Note within one hundred eighty days at a discount of 5%.
Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referenced below.
Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. the Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.
The foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement, copies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | 1800 Diagonal Note dated March 21, 2024 | |
| 10.2 | 1800 Diagonal Securities Purchase Agreement dated March 21, 2024 | |
| 104 | Cover Page Interactive Data File |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN REBEL HOLDINGS, INC. | ||
| Date: March 22, 2024 | By: | /s/ Charles A. Ross, Jr. |
|
Charles A. Ross, Jr. | |
| Chief Executive Officer | ||
| 3 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/30/24 | None on these Dates | |||
| Filed on: | 3/22/24 | |||
| For Period end: | 3/21/24 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/12/24 American Rebel Holdings Inc. 10-K 12/31/23 87:9.6M M2 Compliance LLC/FA |