American Rebel Holdings, Inc. filings document the company's public-company capital structure, financing agreements, securities issuances, governance actions, and Nasdaq listing matters. Recent Form 8-K disclosures cover promissory notes, exchange agreements involving Series E Preferred Stock and debt, unregistered common stock issuances, and material agreements with financing counterparties.
The filing record also includes disclosures on the company's 1-for-100 reverse stock split, round-lot share rounding mechanics, common stock and publicly traded warrants, Nasdaq deficiency and trading-status communications, and S-1 registration-statement topics such as shareholder voting matters, risk factors, governance, and capital-structure disclosure.
American Rebel Holdings, Inc. reported a deeper net loss for the three months ended March 31, 2026 while carrying a heavy debt load and a working capital deficit. Revenue was $1,985,191 compared with $2,511,324 a year earlier, and cost of goods sold exceeded revenue, producing a negative gross margin of $394,045.
Total operating expenses rose to $3,749,027 from $3,255,473, driving an operating loss of $4,143,072. Including $1,345,882 of interest expense and a $903,573 loss on debt extinguishment, net loss reached $6,854,231 versus $5,059,256 in the prior-year quarter.
At March 31, 2026, the company held total assets of $30,724,380, including $14,233,758 of property and equipment and $2,350,294 of cash, cash equivalents and restricted cash. Total liabilities were $23,538,582, with $15,280,182 in working capital loans and an overall working capital deficit of $16,697,295.
Management discloses substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, high-cost debt and reliance on external financing. The company also received notice that its request to continue listing on Nasdaq was denied, and trading in its securities was scheduled to be suspended on May 13, 2026.
American Rebel Holdings, Inc. disclosed a series of exchange transactions with Streeterville that convert preferred stock and portions of a secured note into common stock. Between April 30 and May 6, 2026, Streeterville received several blocks of shares at prices ranging from $0.24 to $0.396 per share.
The exchanges covered 323.5 shares of Series E Preferred Stock on April 30 and additional Series E shares through May 5, plus partitioned portions of a $5,470,000 secured promissory note into new notes that were also swapped for common stock. On April 30 and May 5, 2026, Streeterville and ARH Sub jointly instructed Lakeside Bank to release a total of $500,000 from a controlled deposit account to the Company. As of May 8, 2026, American Rebel had 10,521,333 shares of common stock issued and outstanding, excluding 1,724,262 shares remaining to be issued to Streeterville.
American Rebel Holdings, Inc. is registering 270,670 shares of Common Stock for resale by selling stockholders. The shares represent Common Stock underlying 54,134 shares of Series D Convertible Preferred Stock. The Company will not receive proceeds from sales; proceeds go to the selling stockholders. The prospectus notes 5,655,420 shares outstanding prior to this registration and lists 5,926,090 shares outstanding after this registration. The filing discloses governance and capital-structure details, including Series A Preferred Stock with superior voting rights and multiple recent reverse stock splits.
American Rebel Holdings, Inc. registers 12,188,075 shares of Common Stock for resale by selling stockholders, consisting of shares issuable upon conversion of Series D Convertible Preferred Stock and exercise of certain warrants. The company will not receive proceeds from resales, although warrant cash exercise could generate up to $1,687,500. The prospectus discloses multiple recent minority acquisitions, a terminated then revised 218 3rd Avenue purchase structure, and a strategic expansion into beverages and licensing. Nasdaq listing and internal control weaknesses are highlighted as material risks.
American Rebel Holdings, Inc. is soliciting proxies for its annual meeting on May 26, 2026. Stockholders will vote to elect five directors, ratify GBQ Partners LLC as auditor, approve an amended 2025 Stock Incentive Plan, and authorize board discretion to implement one or more reverse or forward stock splits.
As of the record date, American Rebel had 8,171,727 shares of common stock outstanding and 123,412 shares of Series A Preferred (each entitled to 1,000 votes), together producing substantial super‑voting power controlled by certain insiders. The proxy discloses Nasdaq listing issues tied to sustained low bid price and multiple prior reverse splits; the Board seeks flexibility to implement additional splits.
American Rebel Holdings, Inc. amends its Form S-1 to register for resale up to 12,188,075 shares of Common Stock by selling stockholders. The resale consists of shares issuable on conversion of Series D Convertible Preferred Stock, conversion of promissory notes and warrants. The Company is not selling any shares and will receive no proceeds from resales, except potential cash if the Warrants are exercised in a maximum amount of approximately $1,687,500. Common stock outstanding prior to this offering was 5,655,420 shares and would be 17,843,495 shares after registration. The registration updates information from the Company’s Form 10-K for the year ended December 31, 2025 and makes other disclosure updates in a post-effective amendment dated April 30, 2026.
American Rebel Holdings, Inc. is filing a post-effective amendment to its Form S-1 to register 270,670 shares of Common Stock for resale by selling stockholders. The Company will receive no proceeds from these resales. The filing reflects updates from the 2025 Form 10-K and other information.
Prior to this offering there were 5,655,420 shares outstanding; post‑offering the prospectus shows 5,926,090 shares outstanding. The prospectus discloses multiple recent reverse stock splits and a Nasdaq trading halt and relisting activity; the Common Stock closed at $0.3963 on April 29, 2026.
American Rebel Holdings entered into a $270,000 original-issue-discount promissory note, receiving $189,000 in cash and owing a single $270,000 payment by April 6, 2028, plus a $10,000 monitoring fee. The note carries 105%–130% payoff provisions in default and a 135% premium if prepaid, and may be convertible by mutual agreement into Series D Convertible Preferred Stock at $7.50 per share, with each preferred share convertible into five common shares, subject to a 4.99% ownership cap.
The company agreed to reserve 36,000 Series D preferred shares and 180,000 related common shares. It also exchanged 445.5 and 120 shares of Series E Preferred Stock with Streeterville for 405,000 and 202,702 common shares, respectively, and reported multiple Series D preferred conversions into common. Additional common shares were issued to Silverback Capital Corporation and Streeterville, and total common stock outstanding is now 5,655,420 shares. The company highlighted Nasdaq’s resumption of trading after a halt tied to Publicly Held Shares and bid-price deficiencies, noting a recent 1-for-100 reverse stock split and a 3,218,299-share issuance to CEDE & Co. to address Nasdaq’s Publicly Held Shares requirement. Management also reported strong American Rebel Light Beer sales at the 2026 NHRA Gatornationals, where the brand outsold every other beer at the track by 40%.