AMERICAN REBEL HOLDINGS INC 8-K

What Happened

• American Rebel Holdings, Inc. (AREB) filed an 8-K reporting two material items: (1) a purchase-and-exchange of a portion of a promissory note for common stock, and (2) a Nasdaq notice that the company may be delisted after a 1-for-100 reverse stock split.
• On March 19, 2026, the company completed a Purchase and Exchange Agreement under which a Purchaser paid $250,012.50 for an assigned portion of an existing promissory note and, contemporaneously, received 33,335 shares of the company’s common stock in a 3(a)(9) exchange. The Purchaser may buy up to an additional $250,000 of the note within 90 days; additional shares would be issued at $7.50 per share.
• On March 23–24, 2026, Nasdaq notified the company that following the 1-for-100 reverse split its publicly held shares number is approximately 247,279, below the Nasdaq minimum of 500,000 publicly held shares (Listing Rule 5550(a)(4)). Nasdaq placed the company’s securities in a Qualification Halt effective March 23, 2026, and the Nasdaq Hearings Panel considered the matter at a hearing on March 24, 2026.

Key Details

• Purchase & exchange: $250,012.50 of a promissory note exchanged for 33,335 common shares (3(a)(9) exchange) — March 19, 2026.
• Additional purchase option: Purchaser may buy up to $250,000 more within 90 days; Additional Shares = additional portion / $7.50 per share; beneficial ownership capped at 4.99%.
• Nasdaq compliance: Nasdaq staff reported ~247,279 publicly held shares after the 1-for-100 reverse split vs. required minimum 500,000; Qualification Halt effective March 23, 2026.
• Share activity: On March 23, 2026, holders converted 9,000 shares of Series D Convertible Preferred Stock into 45,000 common shares. The company reports 227,554 common shares issued and outstanding (post-reverse). Issuances were claimed exempt from registration and are restricted securities.

Why It Matters

• Nasdaq risk and trading halt: The Nasdaq Qualification Halt and the deficiency notice put the company at risk of delisting from Nasdaq if it cannot cure the publicly held shares shortfall and meet related listing standards. A delisting or prolonged halt would reduce liquidity and could limit access to certain investors and market makers.
• Share count and dilution: Recent note-to-stock exchanges and preferred-to-common conversions increased the number of common shares outstanding; additional permitted note purchases could further increase shares (priced at $7.50 each), subject to a 4.99% beneficial ownership cap.
• Next steps for investors: Monitor company updates on the broker rounding/round-up process for fractional shares, the outcome of Nasdaq proceedings, any steps the company takes to regain compliance (e.g., issuing additional round-up shares, reverse split adjustments, or other actions), and any filings that update outstanding share counts or trading status.