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American Rebel Holdings, Inc. reported weak mid‑2026 results with continuing losses and liquidity pressure. For the six months ended June 30, 2026, revenue was $3,971,257 versus $5,353,920 a year earlier, while the company generated a gross margin loss of $550,020 and an operating loss of $8,873,141.
Net loss for the six months was $12,835,048, compared with $23,196,999 in the prior‑year period, with interest expense of $2,084,210 and additional losses from debt extinguishment and liability remeasurement. Cash and cash equivalents were only $96,455 at June 30, 2026, plus $1,124,449 of restricted cash, against total current liabilities of $23,026,869 and a disclosed working capital deficit of $19,423,645.
Total assets were $27,694,531 and total liabilities $24,120,725, for stockholders’ equity of $3,573,806. Management states that recurring losses, high‑cost debt and limited liquidity, together with recent delisting from Nasdaq to OTC tiers, raise substantial doubt about the company’s ability to continue as a going concern.
American Rebel Holdings entered into a Securities Purchase Agreement with GS Capital Partners for a $135,000 Convertible Promissory Note that includes a $13,500 original issue discount, resulting in $121,500 of net proceeds to the company before approximately $5,000 in legal and other expenses. The note matures on July 13, 2027 and calls for seven equal principal installments of $22,178.57, beginning on the 181st day after the July 31, 2026 issue date and then every 30 days for six months.
The note is convertible into common stock at 75% of the lowest trading price during the five trading days before each conversion, and the company has reserved up to 3,701,799 shares for potential conversions. As a commitment fee, American Rebel issued 59,000 shares of common stock to GS Capital Partners at a stated value of $0.20 per share, and on August 6, 2026 Silverback Capital Corporation requested 500,000 shares of common stock representing a payment of approximately $65,700. The company states that these securities were issued or will be issued in private transactions relying on Section 4(a)(2) and/or Regulation D exemptions and are treated as restricted securities.
American Rebel Holdings, Inc. restructured portions of its debt and preferred equity in July 2026. It agreed with Streeterville Capital to carve out a $126,000 secured partitioned note from an earlier $5,470,000 note and exchange that portion for 700,000 common shares, and later directed release of $100,000 held under a Deposit Account Control Agreement.
With Horberg Enterprises, the company exchanged 6,800 Series D preferred shares for 51 Series E shares, representing $51,000, then converted those into 386,145 common shares valued at $0.1321 per share. Other transactions included note conversions by 1800 Diagonal Lending into 396,039 and 214,003 shares at $0.1136 per share and an issuance of 1,000,000 shares to Silverback Capital. The board also approved a Second Amended and Restated Certificate of Designations for the Series E Preferred Stock, filed on July 24, 2026. All share issuances were unregistered, private offerings relying on Section 4(a)(2) and Regulation D exemptions, and the securities are restricted.
American Rebel Holdings entered into multiple financing and restructuring transactions involving debt and equity. A new Securities Purchase Agreement with 1800 Diagonal Lending provides a $124,200 promissory note carrying an original issue discount and fees that yield $100,000 in cash, with scheduled repayments totaling $147,487. On default, the note becomes immediately due at a premium, with default interest up to 22% and a right for 1800 to convert unpaid principal into stock at a 25% discount, subject to a 4.99% ownership cap.
With Streeterville Capital, the company partitioned a prior $5,470,000 secured note into new notes of $175,000 and $155,000, then exchanged those for 652,254 and 1,000,000 shares, reducing the original note’s balance. The disclosure also details a separate $6,235,000 secured convertible note held by Streeterville, bearing 10% interest, secured by subsidiary guarantees, a deposit account control agreement, and restrictive covenants on additional financings.
An Exchange and Settlement Agreement with Agile Capital Funding converts all amounts due under a prior $787,500 loan into 1,069,710 shares at $0.1725 per share, fully satisfying that obligation. Additional unregistered issuances include stock to an executive upon preferred share conversion, debt-for-equity exchanges with Streeterville and Agile, payments in shares to Silverback Capital, and a conversion by 1800 Diagonal Lending of $40,000 of principal into 352,035 shares, all claimed as exempt private offerings.
American Rebel Holdings Inc. is having its common stock and warrants removed from listing and registration on the Nasdaq Stock Market LLC. Nasdaq filed Form 25 under Section 12(b) of the Securities Exchange Act of 1934, stating that it and the issuer have complied with applicable rules governing the withdrawal of this class of securities.
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.