American Rebel H SEC Filings

American Rebel Holdings, Inc. is registering up to 1,656,210 shares of common stock for resale by existing holders, all issuable upon conversion of Series D Convertible Preferred Stock. The company is not selling shares itself and will receive no proceeds; all sale proceeds go to the selling stockholders.

The registered shares arise from prior issuances for services, debt conversion and an acquisition. Common stock outstanding was 7,966,021 shares as of the offering summary, and would be 9,622,231 shares if all registered shares are issued. Three insiders hold Series A preferred stock with super‑voting rights equal to about 94% of stockholder votes and high conversion ratios into common shares.

American Rebel designs and sells safes, personal security products, apparel and “American Rebel Light” beer, marketed as a patriotic, better-for-you light lager. The filing highlights an accumulated deficit, material weaknesses in internal control, prior financial restatements, Nasdaq listing compliance history, potential dilution from financings and significant business risks, including competition, supply chain challenges and execution of its beer expansion strategy.

American Rebel Holdings detailed several capital structure moves, including debt-for-equity exchanges and a reverse stock split to support its Nasdaq listing. The company partitioned Secured Promissory Notes with original principal amounts totaling $2,234,400 and exchanged them for 7,008,773 common shares, plus another $7,617.54 note exchanged for 34,831 shares with Streeterville Capital.

It also issued 450,000 and 470,000 common shares to Silverback Capital Corporation under a settlement agreement. Separately, shareholders approved, and the board set, a 1‑for‑20 reverse stock split of common stock, effective at 12:00 a.m. Eastern on February 2, 2026, aimed at meeting Nasdaq’s $1.00 minimum bid price requirement. Existing preferred stock terms and relative ownership percentages remain largely unchanged aside from rounding adjustments.

American Rebel Holdings entered into several financing and capital structure transactions. It borrowed $181,700 from 1800 Diagonal Lending at an original issue discount and fees, receiving net proceeds of $150,000, with scheduled repayments totaling $215,768 through April 2027. If the company defaults, the lender can demand 150% of the outstanding balance and may convert the note into common stock at a 25% discount, capped at a 4.99% ownership limit.

The company also exchanged a partitioned secured note of $115,000 with Streeterville Capital for 351,789 common shares and recorded multiple additional note conversions into common stock, including issuances of 133,333, 100,000, 132,031, 157,330, 351,789 and 382,000 shares to its financing partners. Separately, the board approved a 1‑for‑20 reverse stock split of common shares, effective at 12:00 a.m. Eastern Time on February 2, 2026, intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement while largely preserving proportional ownership and voting power.

American Rebel Holdings, Inc. filed a Form S-1 covering the resale of up to 1,656,210 shares of common stock by existing holders. These shares are issuable upon conversion of Series D Convertible Preferred Stock that was previously granted for services, debt conversion and an acquisition of membership interests. The company is not selling any shares in this transaction and will receive no proceeds, though it will cover registration expenses.

Common stock outstanding was 7,966,021 shares before this resale and would be 9,622,231 shares if all registered shares are issued. American Rebel designs and sells branded safes, personal security products and apparel and is expanding into beverages through American Rebel Light Beer, produced under a brewing agreement.

The filing highlights an accumulated deficit, prior financial restatements, identified material weaknesses in internal control, extensive Nasdaq compliance history and significant potential dilution. Control is concentrated through super-voting Series A Preferred Stock, which carries about 94% of stockholder voting power.

American Rebel Holdings, Inc. reports a series of debt-for-equity and settlement transactions, equity grants, and press releases. The company exchanged portions of a prior $5,470,000 secured promissory note with Streeterville Capital for 197,122 and 282,485 common shares tied to partitioned notes of $100,000 and $125,000. It also amended a settlement with Silverback Capital to lower the conversion floor price to $0.51 per share.

Under an exchange and settlement agreement, a $787,500 term loan with Agile Capital Funding was settled for 30,240 shares of Series D Convertible Preferred Stock valued at $7.50 per share. Multiple lenders, including Boot Capital and 1800 Diagonal Lending, converted promissory note principal into common stock, while various unregistered issuances relied on Securities Act exemptions. The COO’s annual salary was raised to $352,000, a prior restricted stock award for an affiliate president was rescinded and replaced with a new 100-share fully vested grant, and several business and capital-structure press releases were furnished.

American Rebel Holdings CEO Charles A. Ross Jr., who also serves as a director, acquired 73,439 shares of Series D Convertible Preferred Stock on December 31, 2025. Each preferred share is valued at $7.50 and was issued under the company's Amended and Restated 2025 Stock Incentive Plan as payment for $550,791.96 in accrued bonuses and other owed amounts.

Each preferred share is convertible into 5 shares of common stock, corresponding to 367,195 shares of common stock underlying the grant at an effective conversion price of $1.50 per common share. The filing states there is no expiration date for the Series D Convertible Preferred Stock, and Ross holds these derivative securities directly.

American Rebel Holdings disclosed that President and COO Corey Lambrecht received an award of 69,381 shares of Series D Convertible Preferred Stock on December 31, 2025. Each preferred share is valued at $7.50 and is convertible into 5 shares of common stock, representing up to 346,905 common shares if fully converted.

The Series D shares were issued in payment of $520,351.28 of accrued bonuses, other owed amounts and board member fees, rather than cash. The preferred stock and its underlying common shares were reserved under the company’s Amended and Restated 2025 Stock Incentive Plan, and the Series D Convertible Preferred Stock has no expiration date.

American Rebel Holdings disclosed several transactions involving its Series D Convertible Preferred Stock and strategic agreements. The company exercised an option on December 26, 2025 to buy additional membership interests in RAEK Data, LLC, increasing its fully diluted ownership by 2.0% for a purchase price of $1,000,000, paid in 133,334 Series D Preferred shares with a stated value of $7.50 per share.

Effective December 31, 2025, American Rebel entered into an exclusive beer-category sponsorship agreement with True Speed Enterprises, owned by Tony Stewart, for a fee of $750,007.50, paid in 100,001 Series D Preferred shares, with the sponsorship running through December 31, 2026. The company agreed to file a Form S-1 to register the resale of common stock underlying the Series D Preferred issued in this relationship.

The board also approved an Amended and Restated 2025 Stock Incentive Plan capping issuances under the plan at 1,250,000 common shares, including shares issuable upon conversion of currently outstanding preferred stock issued for services. On December 31, 2025, the company issued or authorized multiple unregistered Series D Preferred share issuances to RAEK, True Speed entities, a former president, and several executives and directors in exchange for sponsorship value, accrued debt, bonuses, fees, and loan interest.