AMERICAN REBEL HOLDINGS INC 8-K

What Happened

• American Rebel Holdings, Inc. (AREB) effectuated a 1-for-100 reverse stock split on March 23, 2026. On April 6, 2026 the company issued 3,218,299 shares to CEDE & Co. to distribute to holders affected by round-lot share rounding. The company reports 3,451,665 shares of common stock issued and outstanding. The issuances were made as exempt, restricted securities (Section 4(a)(2) and/or Regulation D) and carry appropriate legends; no general solicitation occurred.

Key Details

• Reverse split date: March 23, 2026.
• Rounding issuance: 3,218,299 shares issued April 6, 2026 to CEDE & Co.
• Outstanding shares after transactions: 3,451,665 shares.
• Nasdaq impact: post-split publicly held shares ≈ 247,279 (below Nasdaq’s 500,000 minimum under Rule 5550(a)(4)); Nasdaq placed trading in a Qualification Halt under Rule 4120(i) effective March 23, 2026.
• Bid-price compliance: the company will remain non‑compliant with the $1 minimum bid requirement under Rule 5810(c)(3)(A) until the publicly held shares deficiency is cured and the bid meets the standard for 10 consecutive business days (subject to Staff discretion).

Why It Matters

• For investors, the reverse split and resulting drop in publicly held shares triggered Nasdaq action that halts trading until the company restores the required number of publicly held shares. That halt and non-compliance with bid-price rules can limit liquidity and delay normal trading. The issued shares from rounding are restricted and were exempt from registration, meaning they cannot be freely sold until an exemption or registration applies.