AREB American Rebel Holdings Inc - 8-K

Item
3.03 Material Modification to Rights of Security Holders.

To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item
3.03.

Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In
connection with the corporate action approved by the Company’s stockholders by written consent in lieu of a meeting of stockholders
dated January 13, 2026, a majority of the stockholders of the Company approved a Certificate of Amendment to the Company’s Second
Amended and Restated Articles of Incorporation (the “Certificate of Amendment”) to effect a reverse stock split of the Company’s
shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of up to 1-for-250 (the “Reverse
Stock Split”), with such ratio to be determined in the sole discretion of the Company’s Board of Directors (the “Board”)
and with the Reverse Stock Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at
any time within twelve (12) months of such stockholder approval. The Board set the Reverse Stock Split ratio at 1-for-100 and approved
and authorized the filing of the Certificate of Amendment on March 5, 2026, with the Certificate of Amendment to become effective as
of 12:00 a.m., Eastern Time, on March 23, 2026 (the “Effective Time”).

As
a result of the Reverse Stock Split, every one hundred (100) shares of the Company’s pre-Reverse Stock Split Common Stock will
be combined into one (1) share of the Company’s post-Reverse Stock Split Common Stock, without any change in par value per share.
No fractional shares will be issued in connection with the Reverse Stock Split and all such fractional interests will be rounded up to
the nearest whole number of shares of Common Stock. Further, no current owner of 100 or more shares will be reduced to less than 100
shares.

The
reverse stock split is intended for the Company to (i) enhance deposit ability and marketability (by increasing the share price, a reverse
split can make the stock more eligible for trading on certain platforms which benefits stockholders, and (ii) to regain compliance with
the minimum bid price requirement of $1.00 per share of Common Stock for continued listing on Nasdaq.

The
Reverse Stock Split will be effective at 12:00 a.m., Eastern Time, on March 23, 2026, and the Common Stock and publicly trades warrants
(symbol “AREBW”) are expected to begin trading on a Reverse Stock Split-adjusted basis on Nasdaq on March 23, 2026. The trading
symbol for the common stock will remain “AREB,” and the new CUSIP number of the common stock following the Reverse Stock
Split is 02919L 885 . The publicly traded warrants will continue to trade on Nasdaq under the symbol
“AREBW” with the same CUSIP number of 02919L 117. The publicly trades warrants will not be reversed, but will be adjusted
as a result of the Reverse Stock Split (the number of warrants will be reduced and the exercise price will be increased by the reverse
split ratio).

The
Company’s transfer agent, Securities Transfer Corporation, is acting as the exchange agent and paying agent for the Reverse Stock
Split.

The
Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s
authorized preferred Stock of 10,000,000 shares remained unchanged. Additionally, the Reverse Stock Split will not affect the par value
of the preferred stock, or previously designated series of preferred stock, except to affect, where applicable, the conversion rates
of such preferred stock. The Reverse Stock Split will have no effect on the voting or conversion rights of the outstanding shares of
Series A Preferred Stock, which shall remain at 1,000:1 and 500:1, respectively, or the conversion rights of the Series C and D Convertible
Preferred Stock, which shall remain at 5:1 (each share of Series C and D Convertible Preferred Stock is convertible into five shares
of Common Stock).

2

Each
stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result
of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares
and accounting for the fact no current owner of 100 or more shares will be reduced to less than 100 shares. The rights and privileges
of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.

In
addition, the Reverse Stock Split will apply to the Common Stock issuable upon the exercise of the Company’s outstanding publicly
traded warrants, other warrants, stock options and other derivative securities, with proportionate adjustments to be made to the exercise
price thereof. All outstanding Company options, publicly traded warrants, other warrants and convertible/derivative securities entitling
the holders thereof to purchase shares of Common Stock, if any, will enable such holders to purchase, upon exercise thereof, fewer of
the number of shares of Common Stock which such holders would have been able to purchase upon exercise thereof immediately preceding
the Reverse Stock Split, at the same total price (but a higher per share price) required to be paid upon exercise thereof immediately
preceding the Reverse Stock Split.

The
summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text
of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item
7.01. Regulation FD Disclosure.

On
March 19, 2026, the Company issued a press release with respect to the Reverse Stock Split, which includes disclosure regarding the upcoming
Nasdaq hearing to be held on March 24, 2026. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report
on Form 8-K (this “Current Report”).

The
information contained in this Item 7.01 of this Current Report, including Exhibit 99.1 hereto, is being furnished pursuant to Item 7.01
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly
set forth by specific reference in such filing to this Item 7.01 of this Current Report.

Item
9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit
Number

Description

3.1

Certificate of Amendment to Second Amended and Restated Articles of Incorporation to be effective on March 23, 2026

99.1

Reverse Stock Split Press Release dated March 19, 2026

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