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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. entered into new financing and debt-for-equity arrangements. The company borrowed $152,950 from 1800 Diagonal Lending, LLC under a promissory note with net proceeds of $125,000 after a $19,950 original issue discount and $8,000 in fees, with scheduled repayments totaling $181,628 through September 2027.
Upon an event of default, the note becomes immediately due at 150% of outstanding amounts and may be convertible into restricted common stock at a 25% discount to market, subject to a 4.99% ownership cap. Separately, the company and Streeterville Capital, LLC exchanged portions of a prior $5,470,000 secured note for three new partitioned notes, which were then swapped for 546,601, 745,784 and 762,745 common shares at per-share prices of $0.1427, $0.1542 and $0.2491, respectively, in unregistered transactions relying on Section 4(a)(2) and Regulation D.
American Rebel Holdings, Inc. entered into two high-cost short-term financing arrangements and completed several debt and preferred stock exchanges into common stock. On June 9, 2026, it issued a fifteen‑month promissory note to Quick Capital, LLC with gross principal of $155,294.12, an original issue discount and fees that yielded $132,000 in proceeds and a one‑time 18.75% guaranteed interest, payable in fifteen monthly installments of $12,294.12.
On June 12, 2026, the company issued a $124,200 promissory note to 1800 Diagonal Lending, LLC, receiving $100,000 and agreeing to repay $147,487.00 through ten payments, with default provisions allowing conversion into discounted common stock. Both notes cap each lender’s ownership at 4.99% and require the company to reserve multiple times the shares potentially issuable on conversion.
The company also exchanged 105 shares of Series E Preferred Stock for 1,129,031 common shares valued at $105,000, and partitioned $159,000 from a prior secured note into new notes that were concurrently exchanged for 1,340,640 common shares. Additional conversions by 1800 under a prior note resulted in issuances of 355,050, 976,389 and 387,254 shares at prices around $0.0563 per share, contributing to further equity dilution.
American Rebel Holdings, Inc. is asking stockholders at its June 23, 2026 annual meeting to approve a broad set of governance and capital structure changes. Proposals include electing five directors, ratifying GBQ Partners LLC as auditor for 2026, and approving an Amended and Restated 2025 Stock Incentive Plan covering up to 1,250,000 shares of common stock.
The board is also seeking authority to implement one or more reverse stock splits in a range from 1‑for‑2 to 1‑for‑100 and one or more forward splits from 2‑for‑1 to 100‑for‑1, at its discretion. Another proposal would increase authorized common shares from 600,000,000 to 10,000,000,000. As of May 5, 2026, 8,171,727 common shares were outstanding and 123,412 Series A Preferred shares carried 1,000 votes each, giving 131,583,727 total voting shares and concentrating about 93.79% of voting power with three insiders. The board recommends voting “FOR” all proposals.
American Rebel Holdings, Inc. is soliciting proxies for its 2026 annual meeting where stockholders will vote on director elections and several corporate actions. Key proposals include approval of the Amended and Restated 2025 Stock Incentive Plan (SIP), ratification of GBQ Partners LLC as auditor, authorization for reverse stock splits at ratios between 1-for-2 and 1-for-100, authorization for forward stock splits at ratios between 2-for-1 and 100-for-1, and a proposal to increase authorized common shares from 600,000,000 to 10,000,000,000.
As of the record date May 5, 2026, the company reported 8,171,727 common shares outstanding and 123,412 shares of Series A Preferred (each convertible and carrying 1,000 votes per share), producing 123,412,000 votes attributable to Series A Preferred and a combined voting pool that dominates control. The board recommends a vote FOR each proposal.
American Rebel Holdings, Inc. is soliciting proxies for its 2026 annual meeting where stockholders will vote on director elections and several corporate actions. Key proposals include approval of the Amended and Restated 2025 Stock Incentive Plan (SIP), ratification of GBQ Partners LLC as auditor, authorization for reverse stock splits at ratios between 1-for-2 and 1-for-100, authorization for forward stock splits at ratios between 2-for-1 and 100-for-1, and a proposal to increase authorized common shares from 600,000,000 to 10,000,000,000.
As of the record date May 5, 2026, the company reported 8,171,727 common shares outstanding and 123,412 shares of Series A Preferred (each convertible and carrying 1,000 votes per share), producing 123,412,000 votes attributable to Series A Preferred and a combined voting pool that dominates control. The board recommends a vote FOR each proposal.
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.