AMERICAN REBEL HOLDINGS INC 8-K

What Happened
American Rebel Holdings, Inc. (AREB) filed an 8‑K reporting that Nasdaq’s Listing Qualifications staff determined the company failed to maintain a $1.00 minimum bid for 30 consecutive business days and moved to delist its common stock (AREB) and warrants (AREBW). Nasdaq issued the notice on February 4, 2026 and indicated delisting would occur at the open of business on February 13, 2026 unless the company requested a hearing by February 11. After initially deciding not to appeal, the board reversed course and filed a hearing request with Nasdaq before the 4:00 PM ET February 11, 2026 deadline; the filing stays any delisting action pending the hearing. The company also issued two Feb. 11 press releases — one about a strategic transition to the OTC Markets and another announcing the board’s decision to appeal Nasdaq’s delisting determination.

Key Details

• Nasdaq delisting notice dated Feb. 4, 2026; delisting would have taken effect Feb. 13, 2026 absent an appeal.
• Company filed a Nasdaq hearing request on Feb. 11, 2026 (filed before the 4:00 PM ET deadline), which stays delisting pending the hearing.
• Corporate actions: 1‑for‑20 reverse stock split effective Feb. 2, 2026; on Feb. 10, 2026 holders converted 80,000 Series D preferred shares into 400,000 common shares; on Feb. 11, 2026 the company issued 5,868,547 common shares to CEDE & Co. for round‑lot rounding.
• Reported total common shares outstanding after these actions: 10,434,069. All issuances were claimed as exempt from registration and are restricted securities.

Why It Matters
A Nasdaq delisting determination is material for investors because delisting or a move to the OTC Markets can reduce liquidity, visibility and ease of trading for a stock. Filing the hearing request preserves the company’s Nasdaq listing while the appeal is resolved, but the timing and outcome of the hearing are uncertain — the filing itself notes hearings or panel decisions can occur faster than typical guidance, which could affect the company’s listing status. The reverse split, conversion and large rounding issuance materially changed share counts (now reported at 10,434,069 common shares outstanding) and the filing confirms those shares are restricted under securities‑law exemptions. Investors should monitor the Nasdaq hearing outcome and future company disclosures for updates on listing status and any further capital‑structure changes.