American Rebel Holdings, Inc. announced that it has entered into a securities purchase agreement with a one institutional investor for private placement of 71,499 shares of common shares at an issue price of $4.37 for each share for gross proceeds of $312,450.63, prefunded warrants that are exercisable into 615,000 shares at an issue price of $4.36 for each prefunded warrant for the gross proceeds of $2,681,400 and warrants to purchase up to 686,499 shares of common stock for total gross proceeds of $2,993,850.63 on June 27, 2023. The warrant has an exercise price of $4.24 per share, subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the purchase agreement. The warrant will be exercisable commencing on the date of issuance and will expire five years from the date of issuance.

The prefunded warrant has an initial exercise price of $0.01 per prefunded warrant share, is to be pre-funded to the company on or prior to the initial exercise date of the prefunded warrant and, consequently, no additional consideration is required to be paid by the buyer to exercise the prefunded warrant. The closing of the private placement is expected to occur on June 30, 2023, subject to the satisfaction of certain customary closing conditions set forth in the securities purchase agreement. The common shares, prefunded warrants and warrants will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder.