UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(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:
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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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).
Emerging
growth company
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. ☐
Explanatory Note
Item 1.01 Entry into a Material Definitive Agreement.
Revenue Interest Purchase Agreement
On April 19, 2024, the Registrant 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 Registrant for $500,000.
As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by the Registrant pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $50,000 per month from the Registrant 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 Registrant to repurchase future Revenue Interest upon the Registrant consummating a public offering pursuant to Regulation A. The repurchase price to be paid by the Registrant will be, if the Call Option or the Put Option is exercised (i) $700,000 if repurchased on or before May 31, 2024; and (ii) $770,000 after June 1, 2024; in each case of (i) or (ii), minus all Revenue Interest or other payments made by the Registrant 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 10.1 herewith and 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 contained in Item 1.01 under the heading “Revenue Interest Purchase Agreement” is incorporated by reference under this Item 2.03.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in a Current Report on Form 8-K dated October 27, 2023, on October 23, 2023, the Registrant received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Registrant was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”), as the Registrant’s closing bid price for its common stock, par value $0.001 per share, was below $1.00 per share for the thirty (30) consecutive business days prior to the date of the Notice from Nasdaq.
2 |
On April 23, 2024, the Registrant received notice from Nasdaq indicating that, while the Registrant has not regained compliance with the Bid Price Requirement, Nasdaq has determined that the Registrant is eligible for an additional 180-day period, or until October 21, 2024, to regain compliance. According to the notification from Nasdaq, the staff’s determination was based on (i) the Registrant meeting the continued listing requirement for market value of its publicly held shares and all other applicable Nasdaq initial listing standards, with the exception of the minimum bid price requirement, and (ii) the Registrant’s written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If at any time during this second 180-day compliance period, the closing bid price of the common stock is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide the Registrant with written confirmation of compliance. If compliance cannot be demonstrated by October 21, 2024, Nasdaq will provide written notification that the common stock will be delisted. At that time, the Registrant may appeal Nasdaq’s determination to a Hearings Panel.
Item 7.01 Regulation FD Disclosure.
Press Releases
On April 18, 2024, the Registrant issued a press release entitled “American Rebel Reaches Distribution Agreement with Standard Beverage Corporation of Kansas for American Rebel Beer.” A copy of the press release is attached hereto as Exhibit 99.1.
On April 22, 2024, the Registrant issued a press release entitled “American Rebel Reaches Distribution Agreement with Best Brands of Tennessee for American Rebel Beer.” A copy of the press release is attached hereto as Exhibit 99.2.
Webinar
On April 22, 2024, the Registrant’s management team participated in a webinar investor presentation discussing its Regulation A public offering and the launch of American Rebel Beer. The webinar can be accessed at https://americanrebel.com/webinar/.
The press releases and webinar contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management’s expectations as of the date hereof. The Registrant does not undertake any responsibility for the adequacy, accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
10.1 | $500,000 Revenue Interest Purchase Agreement dated April 19, 2024 | |
99.1 | Standard Beverage Corporation of Kansas Press Release dated April 18, 2024 | |
99.2 | Best Brands of Tennessee Press Release dated April 22, 2024 | |
104 | Cover Page Interactive Data File |
3 |
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: April 25, 2024 | By: | /s/ Charles A. Ross, Jr. |
Charles A. Ross, Jr. Chief Executive Officer |
4 |
Exhibit 10.1
$500,000 Revenue Interest Purchase Agreement dated April 19, 2024
REVENUE INTEREST PURCHASE AGREEMENT
THIS REVENUE INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into effective as of the 19th day of April, 2024 (the “Effective Date”) by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (“AREB”) with an address of 909 18th Avenue South, Suite A, Nashville, Tennessee, 37212, for purposes of notice hereunder; and, BERKE BAKAY, an individual (“Bakay”), with an address of 888 Prospect Street, Suite 200, La Jolla, California 92037, for purposes of notice hereunder. AREB and Bakay are sometimes referred to collectively herein as the “Parties”, and each individually as a “Party”.
1. RECITALS:
A. AREB is a public company and a mandatory filer with the SEC pursuant to the Securities Exchange Act of 1934, as amended from time-to-time (the “Exchange Act”).
B. AREB derives substantially all of its revenue through the sale of safe and storage products by its affiliated companies and subsidiaries, which includes, though is not limited to, Champion Safe Co., Inc.; Superior Safe, LLC; Safe Guard Security Products, LLC; and, Champion Safe De Mexico, S.A. de C.V. (collectively, the “Subsidiaries”).
C. AREB has agreed to sell to Bakay, and Bakay has agreed to acquire from AREB, a continuing interest in the total of all revenue and other payments generated and otherwise received by AREB and the Subsidiaries (the “Revenue Interest”) pursuant to the terms and conditions of this Agreement.
D. This Agreement and the Revenue Interest represents a “security”, as that term is commonly defined under the applicable rules and regulations of the Securities Act of 1933, as amended from time-to-time (the “Securities Act”), and the Parties specifically intend that neither this Agreement nor the Revenue Interest constitute a debt instrument.
E. Bakay has been given the opportunity to conduct all due diligence on AREB and the Revenue Interest to the complete satisfaction of Bakay.
F. NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
2. PURCHASE OF REVENUE INTEREST:
2.1 Purchase. AREB shall sell, transfer, convey, and deliver to Bakay, and Bakay shall purchase from AREB, the Revenue Interest, pursuant to this Agreement.
2.2 Purchase Price. Bakay hereby acquires the Revenue Interest for a purchase price of Five Hundred Thousand Dollars ($500,000), referred to herein as the “Purchase Price”.
2.3 Payment. The Purchase Price shall be deemed paid in full upon AREB’s receipt of a wire transfer in immediately available funds in the amount of the Purchase Price. The Parties agree that full and adequate consideration for the Revenue Interest will have been paid upon receipt of the wire, and that Bakay is not required to pay or deliver any additional payment or consideration for the Revenue Interest.
2.4 Revenue Interest. Commencing on 01 June 2024 (the “Commencement Date”) and continuing thereafter until all amounts due and payable in accordance with Section 3.1 are repaid (the “Pay-out Period”), AREB shall pay to Bakay Fifty Thousand Dollars ($50,000) per calendar month from the monthly Collected Revenue, with the first payment to be paid on or before the 05 July 2024, and continuing thereafter on or before the fifth day of each succeeding month during the Pay-out Period. However, no such payment shall be due for the month in which the last payment of the Repurchase Price is tendered hereunder.
Page 1 of 7 |
2.5 Collected Revenue. For purposes of this Agreement, the term “Collected Revenue” shall be defined as the total of all revenue and other payments generated and otherwise received by AREB and the Subsidiaries from sales, less returns and discounts.
3. REPURCHASE OPTIONS:
3.1 Repurchase Price. The price to be paid for the exercise of an option under this Article III (the “Repurchase Price”) shall be equal to: (i) during the period starting on the Effective Date and ending on 31 May 2024 (the “Initial Period”), Seven Hundred Thousand Dollars ($700,000); and, (ii) starting on the Commencement Date and throughout the Pay-out Period, Seven Hundred Seventy Thousand Dollars ($770,000), referred to herein as the “Increased Amount”.
3.2 Call Option. At all times hereunder, AREB shall have the right to repurchase the Revenue Interest, in whole or in part, upon no less than two (2) days prior written notice by making a payment toward the Repurchase Price (as defined in Section 3.1, above) by wire transfer of immediately available funds. The Increased Amount shall be reduced by all amounts paid, if any, during the Initial Period.
3.3 Put Option. Bakay shall have the right to require AREB to repurchase the Revenue Interest, in whole or in part, as follows:
(a) During and throughout the Initial Period, Bakay may require AREB to pay to Bakay twenty-five and six tenths percent (25.6%) of any and all amounts AREB receives under the Regulation A Offering Statement AREB has filed with the SEC (the “Reg A”).
(b) At all times hereunder, AREB shall timely comply with the notice requirements of Section 6.8, below.
(c) Each partial payment of the Repurchase Price shall be upon no less than two (2) days prior written notice from Bakay to AREB, and shall reduce the percentage of the Revenue Interest pro rata. The Increased Amount shall be reduced by all amounts paid, if any, during the Initial Period.
(d) All payments under this Section 3.3 shall be in the form of a wire transfer of immediately available funds.
4. REPRESENTATIONS AND WARRANTIES OF AREB:
AREB represents and warrants to Bakay that the representations and warranties contained in this Article 4 are true, correct, and complete as of the Effective Date, except as otherwise expressly provided for to the contrary herein:
4.1 Organization. AREB is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. AREB is not violation or default of any of the provisions of its Certificate or Articles of Incorporation, Bylaws, or other organizational or charter documents. AREB is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any of the Transaction Documents; or, (ii) a material adverse effect on the ability of AREB to perform in any material respect on a timely basis its obligations under any of the Transaction Documents, and no proceeding of any kind has been instituted in any such jurisdiction revoking, limiting, or curtailing or seeking to revoke, limit, or curtail such power and authority or qualification.
4.2 Execution and Performance of Agreement. AREB has the requisite right, corporate power, authority, and capacity to enter into, execute, deliver, perform, and carry out the terms and conditions of this Agreement and (i) each of the Transaction Documents; and, (ii) each of the other instruments and agreements to be executed and delivered by AREB in connection with this Agreement, as well as all transactions contemplated hereunder. All requisite corporate proceedings have been taken and AREB has obtained all approvals, consents, and authorizations necessary to authorize the execution, delivery, and performance by AREB of this Agreement, and each of the Transaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by AREB and constitutes the valid, binding, and enforceable obligation of AREB, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.
Page 2 of 7 |
4.3 Effect of Agreement. The consummation by AREB of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement and the Transaction Documents to which it is a party, will not:
(a) Violate any judgment, statute, law, code, act, order, writ, rule, ordinance, regulation, governmental consent or governmental requirement, or determination or decree of any arbitrator, court, or other governmental agency or administrative body, which now or at any time hereafter may be applicable to and enforceable against the relevant party, work, or activity in question or any part thereof (collectively, “Requirement of Law”) applicable to or binding upon AREB;
(b) Violate (i) the terms of the Articles of Incorporation or Bylaws of AREB; or, (ii) any material agreement, contract, mortgage, indenture, bond, bill, note, or other material instrument or writing binding upon AREB or to which AREB is subject; or
(c) Result in the breach of, constitute a default under, constitute an event which with notice or lapse of time, or both, would become a default under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the assets of AREB under any agreement, commitment, contract (written or oral) or other instrument to which AREB is a party, or by which any of its assets are bound or affected.
4.4 Litigation. There are no investigations, actions, suits, proceedings, administrative actions, or any similar actions threatened or pending that affects the sale of the Revenue Interest, or to the best knowledge of AREB, any of same regarding AREB.
4.5 Insolvency. AREB is not insolvent, is not in receivership, nor is any application for receivership pending; no proceedings are pending by or against it in bankruptcy or reorganization in any state or federal court; nor has it committed any act to bankruptcy.
4.6 Broker Fee. There has been no act or omission by AREB which would give rise to any valid claim against any of the Parties for a brokerage commission, finder’s fee, or other in-kind payment in connection with the transactions contemplated hereunder.
4.7 Reliance. AREB recognizes, understands, and agrees that Bakay will be relying on the full accuracy of the above representations, warranties, covenants, and agreements in effectuating the transactions contemplated hereunder.
5. REPRESENTATIONS AND WARRANTIES OF BAKAY:
Bakay represents and warrants to AREB that the representations and warranties contained in this Article 5 are true, correct, and complete as of the Effective Date, except as otherwise expressly provided for to the contrary herein:
5.1 Organization. Bakay is a limited liability company, duly organized, validly existing, and in good standing under the laws of the State of California, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Bakay is not violation or default of any of the provisions of its Articles of Organization, Operating Agreement, or other organizational or charter documents. Bakay is duly qualified to conduct business and is in good standing as a foreign entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any of the Transaction Documents; or, (ii) a material adverse effect on the ability of Bakay to perform in any material respect on a timely basis its obligations under any of the Transaction Documents, and no proceeding of any kind has been instituted in any such jurisdiction revoking, limiting, or curtailing or seeking to revoke, limit, or curtail such power and authority or qualification.
Page 3 of 7 |
5.2 Execution and Performance of Agreement. Bakay has the requisite right, power, authority, and capacity to enter into, execute, deliver, perform, and carry out the terms and conditions of this Agreement and (i) each of the Transaction Documents; and, (ii) each of the other instruments and agreements to be executed and delivered by Bakay in connection with this Agreement, as well as all transactions contemplated hereunder. All requisite proceedings have been taken and Bakay has obtained all approvals, consents, and authorizations necessary to authorize the execution, delivery, and performance by Bakay of this Agreement, and each of the Transaction Documents to which it is a party. This Agreement has been duly and validly executed and delivered by Bakay and constitutes the valid, binding, and enforceable obligation of Bakay, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditor’s rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law.
5.3 Effect of Agreement. As of the Closing, the consummation by Bakay of the transactions herein contemplated, including the execution, delivery and consummation of this Agreement, will not:
(a) Violate any Requirement of Law applicable to or binding upon Bakay; or
(b) Violate the terms of any material agreement, contract, mortgage, indenture, bond, bill, note, or other material instrument or writing binding upon Bakay or to which Bakay is subject.
5.4 Status.
(a) Bakay has substantial experience in evaluating and investing in securities of companies similar to AREB and acknowledges that it can protect its own interests. Bakay has such knowledge and experience in financial and business matters so it is capable of evaluating the merits and risks of acquiring the Revenue Interest.
(b) Bakay is an “accredited investor” within the meaning of the Securities Act.
(c) The Revenue Interest is being acquired by Bakay for its own account, for investment purposes only, and with no present intention of distributing, selling, or otherwise disposing of the Revenue Interest.
5.5 Investigation. Bakay is purchasing the Revenue Interest based upon its own independent investigation and evaluation of AREB. Bakay is expressly not relying on any oral representations made by AREB or AREB with regard to the Revenue Interest or AREB.
5.6 Reliance. Bakay recognizes, understands, and agrees that AREB will be relying on the full accuracy of the above representations, warranties, covenants, and agreements in effectuating the transactions contemplated hereunder.
6. RELATED COVENANTS:
6.1 Expenses. All costs and expenses incurred or arising from the execution and performance of this Agreement and the purchase and sale described in this Agreement shall be borne by the Party incurring said expense.
6.2 Taxes. Bakay and AREB shall bear the responsibility for their respective taxes, if any, arising out of the consummation of the transactions contemplated herein and for the filing of all necessary tax returns and reports with respect to such taxes.
6.3 Transaction Documents. The Parties agree to execute all additional documents reasonably required to effect the transactions envisioned hereunder (collectively, the “Transaction Documents”).
6.4 Non-Circumvention. AREB hereby covenants and agrees that it will not, by amendment of its Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, and will at all times in good faith carry out all the provisions of this Agreement and take all action as may be required to protect the rights of Bakay hereunder.
Page 4 of 7 |
6.5 Illegality. Nothing in this Agreement shall be construed or shall operate, either presently or prospectively, to require AREB to make any payment or do any act contrary to law. If it should be held that any amount payable hereunder is in excess of the maximum permitted by applicable law, the amount payable hereunder shall be reduced to the maximum amount permitted by applicable law, and any excess of the said maximum amount permitted by law shall be cancelled automatically.
6.6 Reformation and Severability. In the event any state, federal, or local law or regulation, now existing or enacted in the future, is interpreted by judicial decision, or a regulatory agency in such a manner as to indicate that the structure of this Agreement may be in violation of such laws or regulations, the Parties shall amend and reform this Agreement to the minimum extent necessary to preserve the underlying economic and financial arrangements between the Parties.
6.7 Independent Legal Counsel. The Parties to this Agreement warrant, represent, and agree that in executing this Agreement, each has done so with full knowledge of the rights each may have with respect to the other Party, and that each has received, or has had the opportunity to receive, independent legal advice as to these rights. Each of the Parties has executed this Agreement with full knowledge of these rights, and under no fraud, duress, or undue influence.
6.8 Notice of Investment. AREB shall provide written notice to Bakay within one (1) day of each receipt of proceeds under the Reg A.
6.9 Borrowings. Except for the (i) Reg A; and (ii) other substantially similar revenue interest purchase agreements executed concurrently herewith (notwithstanding that neither the Reg A nor the other agreements are debt instruments), so long as Bakay owns the Revenue Interest, AREB shall not, without the express written consent of Bakay, in its sole and absolute discretion, raise any proceeds in the form of debt or debt-like securities or obligations.
6.10 Events of Default. The occurrence of any of the following shall each constitute an “Event of Default” with no right to notice or the right to cure except as specifically stated:
(a) AREB fails to pay to Bakay any amounts when due hereunder.
(b) AREB breaches any covenant or other term or condition contained in this Agreement or in any of the Transaction Documents.
(c) Any representation or warranty of AREB made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith, shall be false or misleading in any respect when made.
(d) AREB shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.
(e) Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against AREB or any subsidiary of AREB, or AREB admits in writing its inability to pay its debts generally as they mature, or have filed against it an involuntary petition for bankruptcy. However, any disclosure of AREB’s ability to continue as a “going concern” shall not be an admission that AREB cannot pay its debts as they become due.
(f) AREB shall fail to maintain the listing of its Common Stock on at least one of the OTCQB, OTC Pink or an equivalent replacement exchange, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American.
(g) AREB shall fail to comply with the reporting requirements of the Exchange Act; and/or AREB shall cease to be subject to the reporting requirements of the Exchange Act.
(h) Any dissolution, liquidation, or winding up of AREB or any substantial portion of its business.
Page 5 of 7 |
(i) Any cessation of operations by AREB or AREB admits it is otherwise generally unable to pay its debts as such debts become due, provided,
(j) Any Event of Default under any other agreement executed by AREB containing terms substantially similar to this Agreement.
Upon the occurrence of any Event of Default, exercisable through the delivery of written notice to AREB by Bakay, the Increased Amount plus an additional twenty-five percent (25%) of the Increased Amount shall be immediately due and payable, in addition to any and all other amounts due under Section 7.6, below.
7. ADDITIONAL PROVISIONS:
7.1 Entire Agreement. This Agreement, and all references, documents, or instruments referred to herein, contains the entire agreement and understanding of the Parties in respect to the subject matter contained herein. The Parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes (i) any and all prior written or oral agreements, understandings, and negotiations between the Parties with respect to the subject matter contained herein; and, (ii) any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
7.2 Severability. Each provision herein is severable and independent of any other term or provision of this Agreement. If any term or provision hereof is held void or invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the remainder of this Agreement.
7.3 Governing Law. This Agreement shall be governed by the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule (whether of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. If any court action is necessary to enforce the terms and conditions of this Agreement, the Parties hereby agree that the state or federal courts in Bexar County, Texas, shall be the sole jurisdiction and venue for the bringing of such action.
7.4 Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity. The remedies of the Parties under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.
7.5 Waiver. No failure by any Party to insist on the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy on a breach shall constitute a waiver of any such breach or of any other covenant, duty, agreement, or condition.
7.6 Recovery of Fees by Prevailing Party. In the event of any legal action (including arbitration) to enforce or interpret the provisions of this Agreement, the non-prevailing Party shall pay the reasonable attorneys’ fees and other costs and expenses, including expert witness fees, of the prevailing Party in such amount as the court shall determine, as well as same incurred by the prevailing Party in enforcing, or on appeal from, a judgment in favor of the prevailing Party. The preceding sentence is intended by the Parties to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.
7.7 Recitals. The facts recited in Article 2, above, are hereby conclusively presumed to be true as between and affecting the Parties.
7.8 Amendment. This Agreement may be amended or modified only by a writing signed by all Parties.
7.9 Successors and Assigns. Except as expressly provided in this Agreement, each and all of the covenants, terms, provisions, conditions, and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. This Agreement is not assignable by either Party without the expressed written consent of all Parties.
7.10 Provision Not Construed Against Party Drafting Agreement. This Agreement is the result of negotiations by and between the Parties; is the product of the work and efforts of all Parties; and, shall be deemed to have been drafted by all Parties. Each Party has had the opportunity to be represented by independent legal counsel of its choice. In the event of a dispute, no Party may claim that any provision should be construed against any other Party by reason of the fact that it was drafted by one particular Party.
Page 6 of 7 |
7.11 Further Assurances. Each Party agrees (i) to furnish upon request to each other Party such further information; (ii) to execute and deliver to each other Party such other documents; and, (iii) to do such other acts and things, all as another Party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions envisioned hereunder. However, this provision shall not require that any additional representations or warranties be made and no Party shall be required to incur any material expense or potential exposure to legal liability pursuant to this Section 7.11.
7.12 Best Efforts. Each Party shall cooperate in good faith with the other Parties generally, and in particular, the Parties shall use and exercise their best efforts, taking all reasonable, ordinary and necessary measures to ensure an orderly and smooth relationship under this Agreement, and further agree to work together and negotiate in good faith to resolve any differences or problems which may arise in the future. However, the obligations under this Section 7.12 shall not include any obligation to incur substantial expense or liability.
7.13 Definitional Provisions. For purposes of this Agreement, (i) those words, names, or terms which are specifically defined herein shall have the meaning specifically ascribed to them; (ii) wherever from the context it appears appropriate, each term stated either in the singular or plural shall include the singular and plural; (iii) wherever from the context it appears appropriate, the masculine, feminine, or neuter gender, shall each include the others; (iv) the words “hereof”, “herein”, “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, and not to any particular provision of this Agreement; (v) all references to “Dollars” or “$” shall be construed as being United States Dollars; (vi) the term “including” is not limiting and means “including without limitation”; and, (vii) all references to all statutes, statutory provisions, regulations, or similar administrative provisions shall be construed as a reference to such statute, statutory provision, regulation, or similar administrative provision as in force at the date of this Agreement and as may be subsequently amended.
8. EXECUTION: This Agreement may be executed in any number of counterparts, all of which when taken together shall be considered one and the same agreement, it being understood that all Parties need not sign the same counterpart. In the event that any signature is delivered by Fax or E-Mail such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such Fax or E-Mail were an original thereof.
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties, and shall be effective as of and on the Effective Date. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
AREB: | BAKAY: | |||
AMERICAN REBEL HOLDINGS, INC., | ||||
a Nevada corporation |
/S/ Berke Bakay | |||
BERKE BAKAY | ||||
BY: | /s/ Charles A. Ross, Jr. | DATED: | 4/19/2024 | |
NAME: | Charles A. Ross Jr. | |||
TITLE: | CEO | |||
DATED: | 4-19-2024 |
Page 7 of 7 |
Exhibit 99.1
Standard Beverage Corporation of Kansas Press Release dated April 18, 2024
American Rebel Reaches Distribution Agreement with Standard Beverage Corporation of Kansas for American Rebel Beer
Nashville, TN, April 18, 2024 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel, and American Rebel Beer ( www.americanrebelbeer.com ), is proud to announce a distribution agreement with Standard Beverage Corporation ( www.standardbeverage.com ) for the state of Kansas.
“We are excited to work with Standard Beverage to distribute American Rebel Beer throughout the state of Kansas, “ said Andy Ross, Chief Executive Officer of American Rebel. “We already have commitments from some of the top sports bars, retail outlets, venues and music festivals in the state. Launching America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem Singing, Stand Your Ground Beer into the marketplace is a primary goal of our current Reg A+ offering and having American Rebel Light Beer available in the state of Kansas helps deliver on that goal. Interested investors 18 years or older can log onto our public offering website at invest.americanrebel.com and subscribe to the offering.”
Standard Beverage will begin distributing American Rebel Light Beer as soon as product can be integrated into the Standard Beverage network . This agreement will make American Rebel Beer available to locations and customers within Standard Beverage’s territory statewide in Kansas.
This is an ideal partnership between American Rebel Beer and Standard Beverage Corporation, who both have deep roots in the Kansas City suburb of Lenexa, Kansas, where Standard Beverage has a new 83,000-square-foot facility and American Rebel has its flagship retail store. Standard Beverage was started by Sam Rudd in the Wichita area in 1949, just a year after Kansas ended its prohibition laws, and received one of the first alcohol wholesaler licenses in the state. Standard Beverage is still run by the Rudd family, and today is “the largest single alcohol distributor” in Kansas.
About Standard Beverage Corporation
Standard Beverage Corporation is a leading distributor of fine wines, spirits and beer, and is the only large distributor that is Kansas owned. With offices in Lawrence, Lenexa and Wichita, Standard Beverage employs approximately 450+ dedicated people and provides the most diverse portfolio of the industry’s best and most well-known brands.
1 |
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit www.americanrebel.com and www.americanrebelbeer.com . For investor information, visit www.americanrebel.com/investor-relations .
The Reg A Offering will be made by means of the Offering Circular. The securities offered by American Rebel are highly speculative. Investing in shares of American Rebel involves significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. American Rebel intends to list the Series C Preferred Stock offered under Offering Circular on Nasdaq Capital Market and doing so entails significant ongoing corporate obligations including but not limited to disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards. The listing of the Company’s Series C Preferred Stock on Nasdaq Capital Market is not a condition of the Company’s proceeding with the Public Offering, and no assurance can be given that our application to list on Nasdaq Capital Market will be approved or that an active trading market for our Series C Preferred will develop.
For additional information on American Rebel, the Offering and any other related topics, please review the Offering Statement that can be found at: https://www.sec.gov/Archives/edgar/data/1648087/000149315224009903/form253g2.htm.
Additional information concerning risk factors related to the Offering, including those related to the business, government regulations, intellectual property and the offering in general, can be found in the section titled “Risk Factors” of the Offering Statement.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include continued increase in revenues, actual receipt of funds under the Reg A Offering, effects of the offering on the trading price of our securities, implied or perceived benefits resulting from the receipt of funds from the offering, actual launch timing and availability of American Rebel Beer, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Company Contact:
info@americanrebel.com
Investor
Relations:
Brian Prenoveau
MZ North America
+1 (561) 489-5315
AREB@mzgroup.us
2 |
Exhibit 99.2
Best Brands of Tennessee Press Release dated April 22, 2024
American Rebel Reaches Distribution Agreement with Best Brands of Tennessee for American Rebel Beer
Nashville, TN, April 22, 2024 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel, and American Rebel Beer ( www.americanrebelbeer.com ), is proud to announce a distribution agreement with Best Brands Inc ( www.bestbrandsinc.com ) for the state of Tennessee.
“We are excited to work with Best Brands to distribute American Rebel Beer throughout my home state of Tennessee, “ said Andy Ross, Chief Executive Officer of American Rebel. “We already have commitments from some legendary bars in the historic entertainment district in Nashville, as well as retail outlets, venues and music festivals throughout the state. Having American Rebel Beer available on Broadway in Nashville will introduce our beer to patriots from all over the country as Broadway is a one-of-a-kind must-see attraction for Nashville’s visitors. Launching America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem Singing, Stand Your Ground Beer into the marketplace is a primary goal of our current Reg A+ offering and having American Rebel Light Beer available in the state of Tennessee helps deliver on that goal. Interested investors 18 years or older can log onto our public offering website at http://invest.americanrebel.com and subscribe to the offering.”
Best Brands will begin distributing American Rebel Light Beer as soon as product can be integrated into the Best Brands network . This agreement will make American Rebel Beer available to locations and customers within Best Brands’ territory statewide in Tennessee.
This is an important partnership between American Rebel Beer and Best Brands Inc., who both have deep roots in Tennessee. Best Brands’ history began when Manuel Eskind started Capital Distributing, a wholesale wine and spirits distribution company in 1939, when prohibition was repealed in the state of Tennessee. Manuel was granted license #3 for the state. In 1983, an opportunity arose for the grandchildren of Manuel to start their own distribution company, and Best Brands Inc. was born. Since then, Best Brands has established itself as a dominant player in the Tennessee market with three climate-controlled warehouse spaces totaling over 200,000 sq ft. Best Brands is still a family-owned and operated business with the fourth generation of the family actively involved in the business.
About Best Brands Inc.
Best Brands Inc. is a leading distributor of wines, spirits and beer, with four primary coverage areas of western Tennessee, middle Tennessee, southeastern Tennessee and northeastern Tennessee. Best Brands is a major force in the Tennessee market with an experienced management team and a sales staff second to none. Best Brands’ people’s devotion to promoting and growing their brands, both on-premise and off-premise, separates them from their competition.
1 |
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit www.americanrebel.com and www.americanrebelbeer.com . For investor information, visit www.americanrebel.com/investor-relations.
The Reg A Offering will be made by means of the Offering Circular. The securities offered by American Rebel are highly speculative. Investing in shares of American Rebel involves significant risks. The investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following the offering, it may not continue. American Rebel intends to list the Series C Preferred Stock offered under Offering Circular on Nasdaq Capital Market and doing so entails significant ongoing corporate obligations including but not limited to disclosure, filing and notification requirements, as well compliance with applicable continued quantitative and qualitative listing standards. The listing of the Company’s Series C Preferred Stock on Nasdaq Capital Market is not a condition of the Company’s proceeding with the Public Offering, and no assurance can be given that our application to list on Nasdaq Capital Market will be approved or that an active trading market for our Series C Preferred will develop. For additional information on American Rebel, the Offering and any other related topics, please review the Offering Statement that can be found at: https://www.sec.gov/Archives/edgar/data/1648087/000149315224009903/form253g2.htm. Additional information concerning risk factors related to the Offering, including those related to the business, government regulations, intellectual property and the offering in general, can be found in the section titled “Risk Factors” of the Offering Statement.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include continued increase in revenues, actual receipt of funds under the Reg A Offering, effects of the offering on the trading price of our securities, implied or perceived benefits resulting from the receipt of funds from the offering, actual launch timing and availability of American Rebel Beer, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Company Contact:
info@americanrebel.com
Investor Relations:
Brian Prenoveau
MZ North America
+1 (561) 489-5315
AREB@mzgroup.us
2 |
Cover |
Apr. 18, 2024 |
---|---|
Document Type | 8-K/A |
Amendment Flag | true |
Amendment Description | This Amendment to Form 8-K amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2024 (the “Original Form 8-K”). The amendment is being filed to amend a transposition of numbers in the disclosure in Item 1.01, amend the disclosure in Item 3.01 and include a new webinar link in the disclosure in Item 7.01. No other changes have been made to the Original Form 8-K. |
Document Period End Date | Apr. 18, 2024 |
Entity File Number | 001-41267 |
Entity Registrant Name | AMERICAN REBEL HOLDINGS, INC. |
Entity Central Index Key | 0001648087 |
Entity Tax Identification Number | 47-3892903 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 909 18th Avenue South |
Entity Address, Address Line Two | Suite A |
Entity Address, City or Town | Nashville |
Entity Address, State or Province | TN |
Entity Address, Postal Zip Code | 37212 |
City Area Code | (833) |
Local Phone Number | 267-3235 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Common Stock, $0.001 par value | |
Title of 12(b) Security | Common Stock, $0.001 par value |
Trading Symbol | AREB |
Security Exchange Name | NASDAQ |
Common Stock Purchase Warrants | |
Title of 12(b) Security | Common Stock Purchase Warrants |
Trading Symbol | AREBW |
Security Exchange Name | NASDAQ |
GU/M\K\522):4OU \]S]_;),9M&(E*G#/
MN9#+#0&0'Q7O""-6,VDR940QI]6"R#R= U!C,20HX?H42%#6\(H'(H1&60AA^835^4A2L
MN,]4UJ",;#\H9D5+NGQ1B]$+YG!B@.PH\L9&+X9G\ $844M.\^(\T^F)3MF\
M%'$7BXA#:P/(<:*C3)^0Z)L4#1JP]@8H[U#H3L%0+ IZ%5B4
ML$=>;F[V$>-[MA4X%(?&>8^4/V:S-8?20$3;8T.P6BP^0"X99K>]
M9!:G VDT!7@BQ(O RUV@ @I 4^
ME#$'[7"4SL8,)\SG8L,S][O'/-17[6[,@](AH#2P!=94\P<-
-]"L\,.I;15W(J1V^9S/6W )5=3,:^7KGD#T4
M/6X66:T8-P1]K5.J]@U$22EH.' 32JCZ0W=!-$YMC[CH=(?W;M6UIP,J6$&A
MXR:3/G4'AOQ)WBOB/@$Q6$R'DOM7UI0:0E'CIHX!C0>FO>5'.><=$RAAW)RQ
M5!=2=W$UCR=$C*E_,D:Y)90T;@X94HG6/X]!_?-XS_X9-Y?TJ4."O)P[;Z^Q
MFR%G8^)?GQ
)H;.J0^>[%!.>)Q/.7, <3JU[?
MI";[D+_U+_A<(E@.&J,Z),40 DAC)_V\:HXF%XL[.J+*3;:XIW-S82MZ" ^E
M ,6A@:K'-Z' /$KB==HJ"+15/MBCJR/NA_L/"NR>?P%02P,$% @ ,X>9
M6+%L5Q?F+ %2\! H !E>#$P+3$N:'1M[7UI<]M&UNYW5O$_X*;>F9*K
M(-F2M\3RN(J6Z+%F%-E74C(W'YM 4^P(!!@LDC6__IZM%X"4+">RMA>IFK%-
M$D W^NSG.>>\_7C\\_Z[X>#MQ_%H%_Z,\+^WQWO'^^-W;Y_RG_#M4_GZ[?M/
MN[]%1\>_[8__\<.TR.LWT>:S11T=F[FNH@-]'AT6
QD3:98VR-9E$:Z2P8S=UN+;+U7 9#F^@2T@S4PEW'9@EGYME<>MB3G
M;'I3\FSCL$A20D5-I3R@MRXQUVIRZL)PBL@=UA'.\&:[_;]:Z0KZW5W:LW
M^W[T[]%O;U:]3LI7W$OJ"I(J?^',5][EIM9U?U_>S1'0Z.?QX=[."'0O<.=X
M/_KX:1_%W5$<[1WL;,31O>/-COSNE_6-R[K'1'V?S 3%F[KN?P?Z3*580.LF
M_K8L#'H_]VE[P>KN,[%>25E? W?P$VY[$T^/GD;O=7FJN4!]:):GT1EC]2RGWB:#]3"/OB\^7[H _]KSWO<^E'M]H8U6HVKL];
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MEP)ZC2H\[/E69:4*%C
>"K*@!)J!A5F=G!J6$9ZV
MN%]LC$)20;3 82%9"STO+$(?SAX0L@14]3-=0)?*I5+Y=BU@U[N!^@8]L9Q9)#C #1R%
M4Z4*X2R%H8T3WJ(6W4X(PRLR NRTG&'?'X&6L=^YYX $=7&DTV]DH4LX\[.6
MG2 LT]Y&>
(? (G<->?*-@DUB[X
M&.,Q@"L^@]V0\(8T:XU]5 IMX9%0@TY^ 8/\%L0>0HI'J_V[RML.G\S]-MSC
M[1?*3!J,'X $8W>*Z=M;*X]W5OCM@^9*B*B?[Z[,."$D.D>&Y"Z!&1"JF,74/A_U0T(9?4?L/7XFLBN5
C!07YPBE=$"S(=,4.KH)P?\<>3WKMP-TS"V00J;^0PH/'5H:1U-
M5QG,#,T7Y09?3XD8 D(:@3-+ZAKL?\3V22G+J T318I$H.O1;C?4^ 'HLK'0
MW8'+'IWL$S,9P!X=SU)))U)@>0&V"B>BED>F.:.+TL-#02KKV6:.R U!-PYB"6#Q#1%C] T]
MI7.48D& E7KQ[!%Q6J378ZX7'NF81FD$DA<4&EPM%H_F_T1/XX<9KO?$],#FY(,\NMES>O"T+1EBQT+4KQA(L7X>^$:N?A?=D%
M)/B%W*/X>S 0*;DT8^HO\[*("59=<)'[Y4+Z,E<$S\2LPGKL4-)WL, 9&Q;R
MF4*V[PW2NT&)A?D.+ E_5KR6Q4Z.O@*NPUC0BJUQK1:L\50HC22'TD1 EJB
M;'RQ-U_98A=7;[&+