American Rebel H SEC Filings

American Rebel Holdings reports that Nasdaq has determined to delist its common stock (AREB) and warrants (AREBW) after the shares failed to maintain a minimum $1.00 bid price for 30 consecutive business days and the company completed multiple reverse stock splits, triggering ineligibility for a compliance period under Nasdaq rules. Unless a hearing request is filed by February 11, 2026, the securities are expected to be delisted at the open on February 13, 2026. The board has chosen not to request a hearing. The company expects its stock to be quoted on the OTCID market under AREB and plans to apply for trading on the OTCQB, though approval is not assured, which may materially affect trading price and volume.

Separately, the company reports several unregistered equity issuances. On February 5, 2026, holders converted 54,000 Series D Convertible Preferred shares into 270,000 common shares, and Silverback Capital Corporation (SCC) requested 273,000 common shares, representing approximately $229,814.20 under a settlement agreement. On February 6, 2026, 42,934 Series D shares converted into 214,670 common shares, and SCC requested 150,000 common shares for about $111,567.00. On February 9, 2026, 35,000 Series D shares converted into 175,000 common shares, and SCC requested 149,500 common shares for about $111,195.11. These issuances were made under Securities Act exemptions and result in additional common stock outstanding.

American Rebel Holdings, Inc. filed an update describing new debt exchanges, multiple share issuances, a reverse stock split, and a limited-edition beer launch. The company agreed with Streeterville Capital to partition secured promissory notes totaling $330,070, which were exchanged for 253,900 common shares, reducing the balance of an original $5,470,000 note.

Between January 30 and February 5, 2026, several holders converted OID and Series D Convertible Preferred Stock into common shares and requested additional stock issuances, while the company completed a 1-for-20 reverse stock split. After these transactions, 3,581,352 common shares were outstanding. Separately, American Rebel announced a limited-edition American Rebel Light Beer “Patriot Pack” to honor the United States’ 250th birthday, scheduled for availability from mid-May through October 2026.

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.