American Rebel Holdings Announces Strategic Transition to OTC Markets and Confirms Board Decision Not to Appeal Nasdaq Delisting Determination
Rhea-AI Summary
American Rebel Holdings (NASDAQ: AREB; AREBW) will not appeal Nasdaq's delisting determination and will transition to quotation on OTC Markets, initially targeting OTCID with a path to OTCQB/OTCQX as eligibility is met. The company will remain a fully reporting SEC filer and aims to relist on a national exchange after strengthening operations and capital.
Nasdaq cited noncompliance with the $1.00 minimum bid rule for 30 consecutive business days (Dec 17, 2025–Jan 30, 2026); Nasdaq plans suspension effective Feb 13, 2026. The company noted four reverse splits since Oct 2024 (cumulative 1-for-90,000).
Positive
- Company will remain a fully reporting SEC filer
- Acquisition of Champion Safe strengthens brand footprint
- Beverage Division expansion described as accelerating growth
- Structured plan to pursue OTCID → OTCQB/OTCQX upgrade
Negative
- Noncompliance with Nasdaq Rule 5550(a)(2): bid price $1.00 for 30 consecutive business days
- Nasdaq intends to suspend trading effective Feb 13, 2026
- Company effected four reverse splits since Oct 2024; cumulative ratio 1-for-90,000
- Warrants (AREBW) subject to delisting because underlying security will be removed from Nasdaq
Market Reaction
Following this news, AREB has declined 61.14%, reflecting a significant negative market reaction. Argus tracked a trough of -11.5% from its starting point during tracking. Our momentum scanner has triggered 47 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.39. This price movement has removed approximately $2M from the company's valuation. Trading volume is elevated at 2.4x the average, suggesting increased selling activity.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.
Key Figures
Market Reality Check
Peers on Argus
AREB traded down about 1.99% while momentum scanner flagged only one peer (TRNR) moving up. Broader footwear & accessories peers showed mixed moves, reinforcing that today’s pressure appears stock-specific rather than a sector-wide move.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Feb 05 | Sales performance update | Positive | -9.2% | Champion Safe highlighted strong sales at Washington Sportsmen’s Show. |
| Feb 04 | Product launch | Positive | -16.1% | Launch of limited-edition American Rebel Light Beer “Patriot Pack.” |
| Feb 03 | Order growth update | Positive | -20.9% | Champion Safe noted a <b>56%</b> year-over-year increase in orders. |
| Jan 28 | Reverse stock split | Neutral | -3.5% | Company reannounced <b>1-for-20</b> reverse split to support Nasdaq bid price. |
| Jan 28 | Distribution partnership | Positive | -3.5% | Tri-Eagle Sales deal expanded beer distribution across Florida counties. |
Recent history shows a pattern of negative price reactions following generally constructive business and capital-structure updates.
Over the last several weeks, American Rebel reported multiple seemingly constructive developments, including a Tri-Eagle distribution partnership across 16 Florida counties, a 1-for-20 reverse split to support listing compliance, and positive demand indicators for Champion Safe. It also launched a limited-edition American Rebel Light Beer “Patriot Pack.” Despite these updates, shares fell between -3.47% and -20.91% after each release. Against this backdrop, the decision to forego a Nasdaq delisting appeal and transition to OTC fits a trajectory of ongoing listing and capital-structure challenges.
Market Pulse Summary
The stock is dropping -61.1% following this news. A negative reaction despite the company framing this as a strategic transition fits a pattern where prior updates were followed by declines of up to -20.91%. The confirmed Nasdaq delisting, history of multiple reverse stock splits, and move toward OTC quotation add perceived risk for some investors. Future price behavior could remain sensitive to financing terms, execution of the growth strategy, and progress toward any potential relisting path.
Key Terms
reverse stock split financial
form 25-nse regulatory
otc markets financial
otcqb financial
otcqx financial
AI-generated analysis. Not financial advice.
Company remains fully reporting with the SEC; reaffirms growth strategy and longer-term goal to relist stronger on a national exchange
Nashville, Tennessee, Feb. 11, 2026 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (Nasdaq: AREB; AREBW) (“American Rebel” or the “Company”) today announced that its Board of Directors has determined that the Company will not appeal the Nasdaq Staff Delisting Determination received on February 4, 2026, and will instead pursue a structured transition to OTC Markets, where the Company expects to initially seek quotation on OTCID, with the goal of pursuing an upgrade to OTCQB (and potentially higher tiers) as eligibility requirements are met.
The Company emphasized that it intends to remain a fully reporting public company and will continue its commitment to timely and transparent disclosure to provide liquidity options for existing shareholders and stakeholders.
Strategic rationale
“After extensive consultation with our professional resource teams, we believe that—despite shareholder-friendly corporate actions designed to protect shareholders with minimum holdings—the volatility of the Nasdaq market and its impact on our share price, combined with increasingly stringent continued listing standards, including proposed minimum market capitalization and minimum bid price requirements, has created an untenable environment for most, if not all, small-cap companies,” said Andy Ross, Chairman and Chief Executive Officer of American Rebel Holdings, Inc. “We are fortunate to have strategic advisors and a clear plan to transition to the OTC Markets, initially at OTCID and then progressing to the OTCQB or OTCQX as we meet the requirements to strengthen visibility and liquidity. Our focus now is to recalibrate, access capital efficiently, and execute on our mid-term objective of relisting—bigger, better and stronger—while evaluating all platforms, including the NYSE and emerging exchange opportunities such as the Texas Stock Exchange.”
Business momentum and path forward
Over the Company’s nearly four-year Nasdaq tenure, American Rebel has executed meaningful strategic actions, including:
- The acquisition of Champion Safe, strengthening the Company’s foundation and brand footprint;
- The launch and expansion of the Company’s Beverage Division, which management believes continues to grow at an accelerated pace; and
- Several strategic investments intended to support long-term value creation.
“American Rebel is making this decision from a position of determination and focus,” Ross added. “This is about prioritizing execution—building the business, expanding our brands, and pursuing growth initiatives with discipline—while maintaining public-company transparency and positioning the Company for a return to a national exchange.”
Nasdaq determination and timing
Nasdaq notified the Company that it is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of
Nasdaq further indicated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for a compliance period because the Company has effected a reverse stock split within the prior one-year period and/or effected one or more reverse stock splits within the prior two-year period with a cumulative ratio of 250-to-1 or more. Nasdaq noted that the Company has effected four reverse stock splits since October 2024 with a cumulative ratio of 1-for-90,000.
In addition, Nasdaq indicated that the Company’s warrants (AREBW) are subject to delisting pursuant to Nasdaq Listing Rule 5560(a), which requires the underlying security to be listed on Nasdaq.
Because the Company has determined not to appeal, Nasdaq has indicated the Company’s securities are scheduled to be suspended from trading on The Nasdaq Capital Market at the opening of business on February 13, 2026, and that Nasdaq intends to file a Form 25-NSE with the U.S. Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq.
The Company expects to provide additional updates regarding its OTC Markets transition as they become available. The Company cautions that quotation on OTC Markets is subject to the submission and approval of applicable forms and the actions of third-party broker-dealers, and therefore timing cannot be assured.
Q&A responses:
- Q: Is the company going private?
A: “No. We intend to remain a fully reporting public company.”
- Q: Will shareholders lose their shares?
A: “No. Shareholders retain ownership; we expect shares to transition to OTC quotation following Nasdaq’s suspension process, subject to OTC procedures.”
- Q: Why not appeal?
A: “Given the evolving small-cap listing environment and our strategic priorities, we believe the most value-focused path is to transition efficiently and execute on operations, financing, and growth.”
- Q: What’s the plan to relist?
A: “Strengthen fundamentals, improve capital access, expand operating momentum, and evaluate relisting options as conditions and eligibility support it.”
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. is a diversified public company focused on building American-made brands and growth platforms. The Company operates across multiple initiatives, including its Safe business and its expanding Beverage Division, and remains committed to disciplined execution, strategic growth, and shareholder transparency.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing and impact of Nasdaq’s suspension and delisting process, the Company’s expected quotation on OTC Markets and pursuit of OTCQB or other tiers, access to capital, business momentum, and the Company’s goal of relisting on a national exchange. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Factors that may cause such differences include, among others, market conditions, the Company’s ability to satisfy OTC Markets eligibility criteria, the availability and terms of financing, operational execution, regulatory developments, and other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to update forward-looking statements, except as required by law.
Forward‑Looking Statements
This press release contains “forward‑looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward‑looking statements include, without limitation, statements regarding: (i) the timing, process, and expected effects of Nasdaq’s suspension and delisting actions; (ii) the Company’s expected transition to OTC Markets, including anticipated initial quotation on OTCID and the Company’s ability to meet the standards for an OTCQB (or other tier) upgrade; (iii) expected liquidity, trading dynamics, and investor access following the transition from Nasdaq; (iv) the Company’s plans to recalibrate operations, access capital, strengthen its balance sheet, and execute strategic initiatives; (v) growth expectations for the Company’s operating businesses (including Champion Safe and the Company’s Beverage Division), distribution expansion, and commercialization efforts; (vi) the Company’s intentions and ability to remain a fully reporting public company; and (vii) the Company’s stated mid‑term objective to pursue a future relisting on a national exchange, including evaluating all platforms.
Forward‑looking statements are based on management’s current expectations and assumptions as of the date of this release and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such forward‑looking statements. These risks and uncertainties include, among others: Nasdaq’s actions and timing with respect to the Company’s securities (including trading suspension, delisting, and related regulatory filings); the impact of delisting on market liquidity, volatility, shareholder value, analyst coverage, institutional participation, and the Company’s ability to raise capital on acceptable terms (or at all); the Company’s ability to obtain OTC quotation and maintain an active trading market, including the actions of third‑party market makers and broker‑dealers; the potential application of “penny stock” rules and other trading and suitability restrictions; the risk that the Company’s securities experience reduced liquidity, wider spreads, and greater price volatility; and the risk that planned strategic or financing initiatives take longer than expected, are more costly than expected, or are not completed.
Recent financial disclosures and related risks further inform these forward‑looking statements. In the Company’s Quarterly Report on Form 10‑Q for the period ended September 30, 2025, the Company reported, among other things: revenue of
Additional risks include, among others: continuing losses and negative or variable operating cash flows; supply chain, manufacturing, distribution, and inventory risks; customer demand, competitive pressures, and consumer spending patterns; the Company’s ability to integrate and operate acquired businesses; the ability to expand beverage distribution and build brand awareness efficiently; regulatory and compliance risks; litigation and dispute risks; the Company’s ability to maintain effective disclosure controls and internal controls; and financial reporting, auditing, and accounting risks, including matters the Company has previously disclosed relating to prior auditor issues, reaudits, and the cautionary disclosure that certain prior comparative period financial information included in its filings should not be relied upon.
All forward‑looking statements in this press release speak only as of the date of this release. The Company undertakes no obligation to update or revise forward‑looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Investors are urged to consider the risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
Investor Relations
American Rebel Holdings, Inc.
ir@americanrebel.com
FAQ
Why did American Rebel (AREB) decide not to appeal Nasdaq's delisting determination on February 11, 2026?
When will AREB be suspended from Nasdaq and what happens to shareholder ownership?
Which OTC tier will American Rebel (AREB) initially seek and what is the relisting goal?
What compliance issue did Nasdaq cite for AREB's delisting under Rule 5550(a)(2)?
How have reverse stock splits affected American Rebel's Nasdaq eligibility and listing status?
