UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On August 28, 2025, the Company entered into a Consulting Services Agreement (the “Consulting Agreement”) with FMW Media Works LLC (“FMW”), which was fully executed on September 4, 2025.
Pursuant to the terms of the Consulting Agreement, FMW has agreed to provide certain media and other consulting services to the Company. In exchange for the services, the Company has agreed to pay FMW $10,000 per month for the twelve month term of the Consulting Agreement and issue FMW 500,000 shares of the Company’s common stock.
The foregoing description of the Consulting Agreement is not a complete description of all of the parties’ rights and obligations under the Consulting Agreement, and is qualified in its entirety by reference to the Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Sale of Unregistered Securities.
On September 3, 2025, the Company authorized the issuance of 6,667 shares of Series D Convertible Preferred Stock to Eventus Advisory Group LLC for accrued fees of $50,000 and 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued fees of $150,000.
In connection with the FMW Consulting Agreement discussed in Item 1.01 above, on September 4, 2025, the Company issued the 500,000 shares of common stock to FMW.
On September 7, 2025, the Company authorized the issuance of 20,000 shares of Series D Convertible Preferred Stock to MZ Digital, LLC for accrued fees of $150,000 and 4,000 shares of Series D Convertible Preferred Stock for an invoice dated July 23, 2025.
On September 8, 2025, the Company received a subscription agreement for the purchase of 40,000 shares of Series D Convertible Preferred Stock at $7.50 per share to an accredited investor for cash consideration of $300,000.
The issuance of the shares of common stock and Series D Convertible Preferred Stock will not be registered under the Securities Act of 1933, as amended, in reliance upon the exemption from the registration requirements of that Act provided by Section 4(a)(2) thereof. The recipients are accredited investors or an officer of the Company with the experience and expertise to evaluate the merits and risks of an investment in securities of the Company and the financial means to bear the risks of such an investment.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | FMW Consulting Services Agreement dated August 28, 2025 | |
| 104 | Cover Page Interactive Data File |
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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: September 8, 2025 | By: | /s/ Charles A. Ross, Jr. |
Charles A. Ross, Jr. Chief Executive Officer | ||
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