Delisting/Failure to Satisfy Listing Rule/Transfer of Listing - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 28, 2022

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41267		47-3892903
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

909 18th Avenue South, Suite A Nashville, Tennessee		37212
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (833)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:

☐	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
Common Stock, $0.001 par value		AREB		The Nasdaq Stock Market LLC
Common Stock Purchase Warrants		AREBW		The Nasdaq Stock Market LLC

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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 28, 2022, 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), 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 last thirty-three (33) consecutive business days.

Nasdaq's notice has no immediate effect on the listing of the common stock on The Nasdaq Capital Market and, at this time, the common stock will continue to trade on The Nasdaq Capital Market under the symbol "AREB".

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Registrant has been provided an initial compliance period of 180 calendar days, or until December 27, 2022, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to December 27, 2022.

Management continues to believe that adherence to its current operating and business plan will enable the Registrant to regain compliance.

If the Registrant is not in compliance by December 27, 2022, the Registrant may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Registrant will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq with the exception of the minimum bid price requirement.

If the Registrant does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Registrant's shares of common stock will be subject to delisting and may potentially be traded on the Over-the-Counter market thereafter.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as "anticipate," "believe," "forecast," "estimate," "expect," "intend," "likely," "may," "plan," "potential," "predict," "opportunity" and "should," among others. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. The Registrant does not undertake an obligation to update or revise any forward-looking statements. Investors should read the risk factors set forth in the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021, and its other periodic reports filed with the Securities and Exchange Commission.

Item 8.01 Other Events.

Effective July 1, 2022, the Registrant has changed its principal executive offices from 718 Thompson Lane, Suite 108-199, Nashville, Tennessee 37204 to 909 18th Avenue South, Suite A, Nashville, Tennessee 37212.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File

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: July 5,2022	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

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