American Rebel Holdings Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 22, 2024, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of not having timely filed the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, the Company is not in compliance with Nasdaq Listing Rules which require timely filing of periodic reports with the SEC. Pursuant to the Nasdaq Listing Rules, the Company has until January 21, 2025 to submit a plan to regain compliance. If the plan is accepted, an extension may be granted of up to 180 calendar days from the due date of the Initial Delinquent Filing, or May 19, 2025, to regain compliance. The Notice has no immediate effect on the listing or trading of the Company’s common stock.
As previously described in the Company’s Form 12b-25, filed with the SEC on November 15, 2024, the Company’s failure to timely file the Q3 2024 10-Q within the prescribed time period as a result of the dismissal of the Company’s independent auditor, BF Borgers CPA PC (“Borgers”) because Borgers is no longer permitted to appear or practice before the Commission, and the Company retained a new independent auditor, GBQ Partners LLC, who is in process of completing the reaudits of years ended December 31, 2023 and 2022. The Company and GBQ need additional time to complete their review of the Company’s financial statements for the quarter ended September 30, 2024. The Company is actively working with its auditors and advisors and intends to file the Form 10-Q as promptly as possible and plans to regain compliance by the applicable deadline.
Item 7.01. Regulation FD Disclosure.
On November 26, 2024, the Company issued a press release with respect to the Nasdaq Notice. 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 | |
| 99.1 | Nasdaq Delinquent Filing Press Release dated November 27, 2024 | |
| 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: November 27, 2024 | By: | /s/ Charles A. Ross, Jr. |
| Charles A. Ross, Jr. | ||
| Chief Executive Officer | ||
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