American Rebel (NASDAQ: AREB) Q1 2026 loss and loss of Nasdaq listing
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.
Positive
- None.
Negative
- Substantial doubt about going concern: The company highlights recurring losses, an accumulated deficit of $106,385,187 and a $16,697,295 working capital deficit as of March 31, 2026, raising substantial doubt about its ability to continue as a going concern.
- Loss of Nasdaq listing: A Nasdaq appeal panel denied the company’s request to continue its listing, with trading in its securities scheduled to be suspended on May 13, 2026, potentially limiting future access to equity capital.
- Worsening losses and high-cost debt: Q1 2026 net loss increased to $6,854,231 from $5,059,256, driven by negative gross margin, higher operating expenses, $1,345,882 of interest expense and a $903,573 loss on debt extinguishment, while working capital loans remained large at $15,280,182.
Insights
Heavy losses, high-cost debt, and loss of Nasdaq listing create elevated financial risk.
American Rebel shows a stressed balance sheet and cash flow profile. Q1 2026 revenue was $1,985,191, but gross margin was negative and operating loss reached $4,143,072. Net loss widened to $6,854,231, reflecting rising interest expense and a $903,573 loss on debt extinguishment.
Total liabilities of $23,538,582 are dominated by working capital loans of $15,280,182 and an $11,559,710 property-related note. The company reports a working capital deficit of $16,697,295. Cash, cash equivalents and restricted cash totaled $2,350,294, with operating activities using $1,025,491 in the quarter.
Management explicitly states that recurring losses, accumulated deficit of $106,385,187, and dependence on external financing raise substantial doubt about continuing as a going concern. The company also reports that a Nasdaq appeal panel denied its request to maintain listing, with trading suspension on May 13, 2026, which may further constrain access to capital.
Key Figures
Key Terms
going concern financial
restricted cash financial
original issue discount financial
reverse stock split financial
beneficial ownership limitation financial
right-of-use lease assets financial
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended
OR
for the transition period from ___ to ___
Commission
file number
(Exact name of registrant as specified in its charter)
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Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
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The
number of shares of the registrant’s common stock outstanding as of May 12, 2026 was
AMERICAN REBEL HOLDINGS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
| Page No. | |||
| PART I. FINANCIAL INFORMATION | 3 | ||
| Item 1. | Interim Condensed Consolidated Financial Statements (Unaudited) | 3 | |
| Condensed Consolidated Balance Sheets of American Rebel Holdings, Inc. at March 31, 2026 (Unaudited) and December 31, 2025 (Audited) | 3 | ||
| Condensed Consolidated Statements of Operations of American Rebel Holdings, Inc. for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 4 | ||
| Condensed Consolidated Statements of Stockholders’ Equity (Deficit) of American Rebel Holdings, Inc. for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 5 | ||
| Condensed Consolidated Statements of Cash Flows of American Rebel Holdings, Inc. for the Three Months Ended March 31, 2026 and 2025 (Unaudited) | 6 | ||
| Notes to the Condensed Consolidated Financial Statements (Unaudited) | 7 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37 | |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 43 | |
| Item 4. | Controls and Procedures | 43 | |
| PART II. OTHER INFORMATION | 44 | ||
| Item 1. | Legal Proceedings | 44 | |
| Item 1A. | Risk Factors | 44 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 44 | |
| Item 3. | Defaults Upon Senior Securities | 46 | |
| Item 4. | Mine Safety Disclosure | 46 | |
| Item 5. | Other Information | 46 | |
| Item 6. | Exhibits | 47 | |
| Signatures | 50 | ||
| 2 |
Part I. Financial Information
Item 1. Interim Condensed Consolidated Financial Statements (Unaudited)
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expense | ||||||||
| Inventory | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, net | ||||||||
| OTHER NON-CURRENT ASSETS: | ||||||||
| Restricted cash | ||||||||
| Lease deposits and other | ||||||||
| Investments | ||||||||
| Right-of-use lease assets | ||||||||
| Intangible assets, net | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and other payables | $ | $ | ||||||
| Accrued expense and other | ||||||||
| Accrued interest | ||||||||
| Deferred revenue | ||||||||
| Loan – Officers – related party | ||||||||
| Loans – Working capital, net | ||||||||
| Loan – Director – related party | ||||||||
| Loan | ||||||||
| Right-of-use lease liability, current | ||||||||
| Total Current Liabilities | ||||||||
| Right-of-use lease liability, long-term | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock, $ | ||||||||
| Preferred - Series A | ||||||||
| Preferred - Series B | ||||||||
| Preferred - Series C | - | - | ||||||
| Preferred - Series D | ||||||||
| Preferred - Series E | ||||||||
| Preferred Shares, value | ||||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Noncontrolling interest in American Rebel Licensing NIL I, Inc. | ( | ) | - | |||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| (1) | The Company’s common stock outstanding as of December 31, 2025, has been retroactively restated for the various reverse stock splits as described in the footnotes. |
| 3 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross margin | ( | ) | ||||||
| Expenses: | ||||||||
| Consulting/payroll and other costs | ||||||||
| Compensation expense – officers – deferred comp – related party | ||||||||
| Rental expense, warehousing, outlet expense | ||||||||
| Product development costs | ||||||||
| Marketing and brand development costs | ||||||||
| Administrative and other | ||||||||
| Depreciation and amortization expense | ||||||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other income | ||||||||
| Loss on debt extinguishment | ( | ) | ( | ) | ||||
| Remeasurement and loss on settlement of liabilities | ( | ) | ( | ) | ||||
| Net income (loss) before income tax provision | ( | ) | ( | ) | ||||
| Provision for income tax | - | - | ||||||
| Loss on equity method investments | ( | ) | - | |||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Less: net income (loss) attributable to noncontrolling interest | ( | ) | - | |||||
| Net income (loss) attributable to American Rebel Holdings, Inc. | $ | ( | ) | $ | ( | ) | ||
| Series E preferred stock dividends | ( | ) | - | |||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted income (loss) per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| (1) | The Company’s common stock outstanding for the three months ended March 31, 2025, has been retroactively restated for the various reverse stock splits as described in the footnotes. |
| 4 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIT)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)
| Common Stock | Common Stock Amount | Preferred Stock | Preferred Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interest | Total | |||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | - | ||||||||||||||||||||||||
| Series A compensation expense | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Issuance of Series D preferred stock and common stock for notes payable settlement | - | - | ||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of Series D preferred stock and common stock for liabilities settlement | - | - | ||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock and common stock for consulting services | - | - | - | - | ||||||||||||||||||||||||||||
| Conversion of Series D preferred stock to common stock | ( | ) | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||||||
| Issuance of Series E preferred stock for preferred returns | - | - | - | ( | ) | - | - | |||||||||||||||||||||||||
| Conversion of Series E preferred stock to common stock | ( | ) | - | ( | ) | - | - | |||||||||||||||||||||||||
| Offering costs | - | - | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||
| Effect of reverse stock split round lot shares | - | - | - | - | ||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance - December 31, 2024 | $ | - | $ | $ | $ | ( | ) | $ | - | $ | ( | ) | ||||||||||||||||||||
| Balance | $ | - | $ | $ | $ | ( | ) | $ | - | $ | ( | ) | ||||||||||||||||||||
| Series A compensation expense | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Issuance of common stock for liabilities settlement | - | - | - | - | - | |||||||||||||||||||||||||||
| Issuance of Series D preferred stock in connection with loans – working capital, net | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common stock in connection with consulting and financing arrangements | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Conversion of Series D preferred stock into common stock | - | - | ( | ) | ( | ) | - | - | - | |||||||||||||||||||||||
| Conversion of notes payable into common stock | - | - | - | - | - | |||||||||||||||||||||||||||
| Effect of reverse stock split round lot shares | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Balance - March 31, 2025 | $ | - | $ | $ | $ | ( | ) | $ | - | $ | ( | ) | ||||||||||||||||||||
| Balance | $ | - | $ | $ | $ | ( | ) | $ | - | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| (1) | The Company’s changes in stockholders’ equity for the three months ended March 31, 2025 has been retroactively restated for the various reverse stock splits as described in the footnotes. |
| 5 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| 2026 | 2025 | |||||||
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Non-cash, in-kind interest | ||||||||
| Deferred compensation in connection with Series A preferred shares | ||||||||
| Loss on debt extinguishment | ||||||||
| Loss on remeasurement and settlement of liabilities | ||||||||
Loss on equity method investments | - | |||||||
| Adjustments to reconcile net loss to cash (used in) operating activities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expense and other | ( | ) | ( | ) | ||||
| Inventory | ||||||||
| Lease deposits and other | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Accrued interest | - | |||||||
| Deferred revenue | ( | ) | ||||||
| Right-of-use lease liabilities | ( | ) | ||||||
| Net Cash (Used in) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
| (Purchase) Disposition of property and equipment | - | ( | ) | |||||
| Net Cash (Used in) Investing Activities | - | ( | ) | |||||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
| Offering costs paid | ( | ) | - | |||||
| Proceeds from loans - officer - related party | ||||||||
| Proceeds from working capital loans, net | ||||||||
| Repayments of working capital loans, net | ( | ) | ( | ) | ||||
| Origination fees paid | - | ( | ) | |||||
| Payments on line of credit | - | ( | ) | |||||
| Proceeds from issuance of Series D preferred stock | - | |||||||
| Net Cash Provided by Financing Activities | ||||||||
| CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ) | ||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | ||||||||
| RESTRICTED CASH AT END OF PERIOD | - | |||||||
| TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | - | - | ||||||
| Non-cash operating activities: | ||||||||
| Prepaid expenses paid for with issuance of Company stock | - | |||||||
| Liabilities settled with issuance of Company stock | ||||||||
| Non-cash financing activities: | ||||||||
| Debt converted to Company stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(Unaudited)
NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
American
Rebel Holdings, Inc. (“the Company”) was incorporated on
Nature of Operations
The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well as e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.), the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). We established American Rebel Beverages, LLC as a wholly owned subsidiary to hold our licenses with respect to the beer business. American Rebel Beer launched in 2024. In June of 2025 formed, ARH Sub, LLC, a Utah limited liability company (“ARH Sub”) to facilitate the Streeterville Capital Note (see Note 6). In September of 2025, the Company entered into an agreement for the acquisition of 100% of the membership interests of 218 LLC (“ARH Properties”), a limited liability company whose sole asset is a 20,829 square foot, four-story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee. In February of 2026, the Company formed a new majority owned subsidiary, American Rebel Licensing NIL I, Inc., to pursue licensing opportunities.
Interim Financial Statements and Basis of Presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2025, and notes thereto contained, filed on March 31, 2026.
| 7 |
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, the Champion Entities, and ARH Sub, LLC, and ARH Properties. The Company owns 95% of the outstanding equity interests of the American Rebel Licensing NIL I, Inc. The remaining 5% equity interest is held by a third-party investor and is presented as noncontrolling interest (“NCI”) in the accompanying condensed consolidated financial statements. The Company has determined that it has a noncontrolling financial interest in American Rebel Licensing NIL I, Inc. in accordance with ASC 810 Consolidation and, accordingly, consolidates the subsidiary. All significant intercompany accounts and transactions have been eliminated.
As discussed further in Note 12, the Company effected a series of reverse stock splits. Common shares and related earnings per share in the accompanying condensed consolidated financial statements have been adjusted to reflect the effect of the reverse stock splits.
Year-end
The Company’s year-end is December 31.
Cash and Cash Equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.
Restricted Cash
Restricted cash consists of cash balances that are legally or contractually restricted as to withdrawal or use. Such restrictions may arise from contractual agreements, regulatory requirements, or other legal restrictions that limit the Company’s ability to use the funds for general operating purposes. Restricted cash is presented separately from cash and cash equivalents in the condensed consolidated balance sheets.
Inventory and Inventory Deposits
Finished goods inventory primarily consists of backpacks, jackets, and related accessories, safes, and packaged beer available for sale. Raw materials primarily consists of component parts used in the assembly of safes and packaging materials. Apart from safes, the Company’s finished goods are manufactured or otherwise produced by outside parties to the Company’s specifications. Inventory is carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. From time-to-time, the Company makes deposit payments on certain inventory purchases that are presented separately in the accompanying condensed consolidated financial statements as inventory deposits until the goods are received into inventory.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the related asset. Estimated useful lives are as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE
| Asset Class | Useful Life | |
| Buildings and improvements | ||
| Machinery and equipment | ||
| Office Furniture and fixtures | ||
| Vehicles |
| 8 |
Revenue Recognition and Accounts Receivable
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Additionally, the Company offers extended warranties for the locking mechanism of its safes, which are separately purchased by customers. Warranty income is recognized over time based on the estimated useful life of the locks, which approximates 10 years. Unrecognized warranty income is presented as deferred revenue in the accompanying consolidated financial statements. Warranty income recognized was not significant for the three months ended March 31, 2026 and 2025.
The
carrying amount of accounts receivable is reduced by an allowance for bad debts and expected credit losses, as necessary, that
reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration
historical experience, current conditions and as applicable, reasonable supportable forecasts. Actual results could vary from the
estimate. Accounts are charged against the allowance when management deems them to be uncollectible. The allowance for doubtful
accounts was approximately $
The following table sets forth the approximate percentage of revenue by primary category:
SCHEDULE OF REVENUE PERCENTAGE
| Percentage of revenue | 2026 | 2025 | ||||||
| For the Three Months Ended March 31, | ||||||||
| Percentage of revenue | 2026 | 2025 | ||||||
| Safes | % | % | ||||||
| Soft goods and other | % | % | ||||||
| Beverages | % | % | ||||||
| Rental | % | - | % | |||||
| Total | % | % | ||||||
Deferred Revenue
Deferred
revenue as of March 31, 2026 and December 31, 2025, were $
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2026 and December 31, 2025, respectively. The respective carrying value of certain financial instruments approximated their fair values as of year-end. These financial instruments include cash, accounts receivable and accounts payable. Fair values were assumed to approximate carrying values for cash, accounts receivable and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
The three levels of inputs used to measure fair value are as follows:
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
| 9 |
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
Stock-Based Compensation
The Company records stock-based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expense related to the grant date fair value of its employee stock awards. The Company recognizes the cost of employee share-based awards over the requisite service period, which represents the vesting period of the award. Stock-based compensation primarily relates to the Company’s Series A Preferred Stock awards.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with ASC 718-10, as amended by ASU 2018-07. Costs are measured at the estimated fair value of the equity instruments issued. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASU 2018-07.
Earnings Per Share
Net loss per common share is computed by dividing net loss, as adjusted for dividends accrued for Series E Preferred stock, by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year and the effect of pre-funded warrants issued. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Because the Company incurred net losses for each of the years presented, the effect of dilutive securities, excluding pre-funded warrants, have been excluded as the effect on EPS is antidilutive.
Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive.
SCHEDULE OF EARNINGS PER SHARE
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Shares used in computation of basic earnings per share for the period ended | ||||||||
| Pre-funded warrants | - | - | ||||||
| Total denominator | ||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | ( | ) | ||
In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be antidilutive.
| 10 |
Income Taxes
The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. For the three months ended March 31, 2026 and 2025, respectively, no income tax expense has been recorded given significant losses incurred and resulting valuation allowance on such losses.
Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The
Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of
tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of March
31, 2026 and December 31, 2025, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions
with
Leases
ASC 842 requires lessees to recognize substantially all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.
Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.
Operating
leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s
condensed consolidated balance sheets. The Company had
The Company leases real retail space to third parties under operating leases. The Company evaluates lease arrangements in accordance with ASC 842 to determine lease classification and recognizes lease income based on the terms of the underlying agreements. Rental income from operating leases is recognized on a straight-line basis over the lease term when collectability of the lease payments is probable.
| 11 |
Recent Accounting Pronouncements
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We are currently evaluating the potential impact of this guidance on our consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, to improve the disclosures about public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU will require the Company to disclose specified information about certain costs and expenses in the notes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-04 on Induced Conversions of Convertible Debt Instruments. The ASU provides additional guidance on whether induced conversion or extinguishment accounting should be applied to certain settlements of convertible debt instruments that do not occur in accordance with the instruments’ preexisting terms. The ASU requires entities to apply a preexisting contract approach. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. This ASU did not have a material effect on the Company’s financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This accounting pronouncement is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027. The Company is currently assessing the impact that adopting this accounting pronouncement will have on its future interim reporting.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This accounting pronouncement addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to GAAP that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026. The Company is currently assessing the impact that adopting this accounting pronouncement will have on its Consolidated Financial Statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Concentration Risk
The
Company had two customers that accounted for $
| 12 |
NOTE 2 – GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the
growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has
been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development,
branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses for the three
months ended March 31, 2026 of ($
On May 12, 2026, the Company received notice from the Nasdaq appeal panel denying the Company’s request to continue its listing on Nasdaq. Trading in the Company’s securities will be suspended at the open of trading on May 13, 2026. The Company may appeal the decision to the Nasdaq Listing and Hearing Review Council within 15 days of the date of the notice. As of the date of this report, the Company has not determined whether or not it will appeal the decision.
The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability.
Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. As indicated in the footnotes to the consolidated financial statements, most of the current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for the Company to enter into new debt agreements. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – PREPAID EXPENSE
Prepaid expenses include the following:
SCHEDULE OF PREPAID EXPENSES
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Tony Stewart racing | $ | $ | ||||||
| MZ Digital | - | |||||||
| FMW Media Works | ||||||||
| Hudson Consulting | ||||||||
| Shelor Motor Mile | - | |||||||
| Other | ||||||||
| Total prepaid expense | $ | $ | ||||||
Prepaid
expenses represent payments or stock issuances made by the Company for which the related benefits will be recognized in future periods.
These amounts are expensed over the periods in which the benefits are expected to be realized. Prepaid expenses are classified as current
assets on the condensed consolidated balance sheets. During the three months ended March 31, 2026 and 2025, the Company paid $
| 13 |
NOTE 4 – INVENTORY
Inventory and deposits include the following:
SCHEDULE OF INVENTORY
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Less reserve for excess and obsolete inventory | ( | ) | ( | ) | ||||
| Total Inventory, net | $ | $ | ||||||
The Company accounts for excess and obsolete inventory with a reserve that is established based on management’s estimates of the net realizable value of the related products. These reserves are product specific and are based upon analyses of product lines that are slow moving or expected to become obsolete due to significant product enhancements.
When
inventory is physically disposed of, the Company accounts for the write-offs by making a debit to the reserve and a credit to inventory
for the standard cost of the inventory item. The valuation reserve is applied as an estimate to specific product lines. Since the inventory
item retains its standard cost until it is either sold or written off, the reserve estimates will differ from the actual write-off. For
the three months ended March 31, 2026 and 2025, inventory write-offs were $
Included
in finished goods is approximately $
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment include the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Property and equipment | $ | $ | ||||||
| Building and leasehold improvements | ||||||||
| Land | ||||||||
| Vehicles | ||||||||
| Gross property and equipment | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | $ | $ | ||||||
For
the three months ended March 31, 2026 and 2025, the Company recognized $
NOTE 6 – INVESTMENTS
218 LLC
On
September 15, 2025, the Company entered into an agreement for the acquisition of
| 14 |
Pursuant
to the Membership Interest Purchase Agreement, the Company issued
The
Company also agreed to issue an additional
Minority Investment in RAEK Data, LLC
On
September 30, 2025, the Company entered into a Membership Interest Purchase Agreement with RAEK Data, LLC (“RAEK”) to acquire
a
On
December 26, 2025, the Company exercised its option to purchase additional membership interests of RAEK pursuant to Section 1.06 of that
certain Minority Membership Interest Purchase Agreement. The Company purchased from RAEK additional membership interests in RAEK equal
to a fully diluted ownership interest percentage of two percent (
The investment in RAEK is accounted for using the measurement alternative basis of accounting. The measurement alternative basis of accounting requires the investment to be initially recorded at cost and subsequently adjusted for impairment or observable changes in price. For the periods ended March 31, 2026 and December 31, 2025, no such adjustments were recognized.
Minority Investment in Schmitty’s Herbal Snuff and Pouches
On
September 2, 2025, the Company entered into a Membership Interest Purchase Agreement with Sydona Enterprises, LLC, doing business as
Schmitty’s Herbal Snuff and Pouches (“Schmitty’s”), to acquire a
The
investment in Schmitty’s is accounted for using the equity method of accounting. As of March 31, 2026 and December 31, 2025 the
Company had an equity method investment in Schmitty’s of approximately $
| 15 |
Damon Note Purchase Agreement
On
August 22, 2025, the Company entered into a note purchase agreement (the “NPA”) with Streeterville Capital, LLC, a Utah limited
liability company (“Streeterville”), for the purchase by the Company of a portion of a certain $
Upon
the terms and conditions set forth in the NPA, Streeterville sold, transferred and assigned to the Company, and the Company agreed to
purchase from Streeterville, $
The Damon Note is secured by certain collateral of Damon as set forth in the transaction documents between Streeterville and Damon. The Company and Streeterville agreed that the security interest held in the collateral by Streeterville will be held pari passu for benefit of both parties. Any and all rights, benefits and proceeds of the collateral will be shared pro rata by the Company and Streeterville (based on the then-outstanding balances of the Damon Note and the portion of the Damon Note purchased by the Company). Any decision regarding when, how and whether to pursue collections or other actions against Damon will be determined by Streeterville in consultation with the Company. The Company covenanted and agreed that it will not pursue any collections or other action against Damon without Streeterville’s consent.
Investments includes the following:
SCHEDULE OF INVESTMENTS
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| RAEK | $ | $ | ||||||
| Schmitty’s | ||||||||
| Damon note | ||||||||
| Total investments | $ | $ | ||||||
NOTE 7 – ACCRUED EXPENSE AND OTHER
Accrued expense and other includes the following:
SCHEDULE OF ACCRUED EXPENSE AND OTHER
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accrued officer bonus | $ | $ | ||||||
| Accrued liabilities - Champion | ||||||||
| Accrued liabilities - Beer | ||||||||
| Accrued liabilities - Properties | ||||||||
| Accrued officer compensation | - | |||||||
| Other accrued expenses | ||||||||
| Total accrued expense and other | $ | $ | ||||||
Accrued expenses represent obligations for goods and services received that have not yet been invoiced or paid as of the reporting date. These liabilities are recorded when incurred in accordance with the accrual basis of accounting and are classified as current liabilities on the condensed consolidated balance sheets.
| 16 |
NOTE 8 – RELATED PARTY NOTES PAYABLE AND RELATED PARTY TRANSACTIONS
Employment Agreements
Charles
A. Ross, Jr. serves as the Company’s Chief Executive Officer. Compensation for Mr. Ross was $
Doug
E. Grau served as the Company’s President and Interim Principal Accounting Officer through June 30, 2025. Compensation for Mr.
Grau was $
Effective
July 1, 2025, Darin Fielding began serving as the Company’s Interim Principal Accounting Officer. Compensation for Mr. Fielding
was $
Corey
Lambrecht serves as the Company’s President and Chief Operating Officer. Compensation for Mr. Lambrecht was $
There
were no new stock awards granted and issued to Messrs. Ross, Grau, Fielding and Lambrecht during 2026 and 2025. Additionally, the aforementioned
officers advanced the Company approximately $
Series A Convertible Preferred Stock
Per
Mr. Lambrecht’s employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4th upon the signing
of Mr. Lambrecht’s employment, another 1/4th on January 1, 2024, another 1/4th on January 1, 2025 and the remaining 1/4th on January
1, 2026. Mr. Lambrecht’s employment agreement has a term running from November 20, 2023 through December 31, 2026, a term of 37
and ½ months. For the three months ended March 31, 2026 and 2025, the Company recognized $
Mr.
Ross’s amended employment agreement had an effective date of November 20, 2023. The share-award grant will vest 1/5th on January
1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028.
Mr. Ross’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term
of 37 and ½ months. For the three months ended March 31, 2026 and 2025, the Company recognized $
| 17 |
Mr.
Grau’s amended employment agreement had an effective date of November 20, 2023, with a termination date of July 1, 2025. The share-award
grant originally vested 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027
and the remaining 1/5th on January 1, 2028. Mr. Grau’s amended employment agreement has an effective term running from November
20, 2023 through June 30, 2025. For the three months ended March 31, 2026 and 2025, the Company recognized $
For the three months ended March 31, 2026, no shares of Series A preferred stock were converted to common stock.
Stock-Based Compensation
The Company, in connection with various employment and independent directors’ agreements, is required to issue shares of its common stock as payment for services performed or to be performed. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to employees and other related parties or control persons and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for the grant to be earned over a service period from the initial grant, thereby expensing the cost over the service period.
Stock-based
compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC
718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the
date of grant for which the Company generally uses an option-pricing model. The value of the portion of the award that is ultimately
expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation
is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to
its grant date and the price that investors may have been paying for the Company’s common stock on that date in its various exempt
private placement offerings. Stock-based compensation expense totaled $
Taxable value of the stock-based compensation is recorded in accordance with the Internal Revenue Service’s regulations as it pertains to employees, control persons and others whereby they receive share-based payments. This may not always align with what the Company records these issuances in accordance with GAAP. There are no provisional tax agreements or gross-up provisions with respect to any of our share-based payments to these entities. The payment or withholding of taxes is strictly left to the recipient of the share-based payments, or the modification of share-based payments.
Director’s Note
On
June 28, 2024, the Company entered into a short-term loan with a director, Lawrence Sinks (“Mr. Sinks”), evidenced by a promissory
note in the principal amount of $
| 18 |
NOTE 9 – LINE OF CREDIT – FINANCIAL INSTITUTION
During
February 2023, the Company entered into a $
On
May 30, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”). Subject to the terms of the
Forbearance Agreement, Bank of America has agreed to forbear, during the Forbearance Period (as defined below), from exercising certain
of their available remedies under the Credit Agreement with respect to or arising out of the Company’s failure to make payment
on the outstanding principal amount on the Line of Credit. As a result of the uncured default, Bank of America filed a complaint against
the Company on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less
than $
| ● | On the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; | |
| ● | The
Company made a principal payment in the amount of $ | |
| ● | Should
the Company fail to pay Bank of America all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses
and other amounts owing under the Credit Agreement and the Forbearance Agreement by close of business on June 30, 2025, the Company
may, upon an additional payment of $ |
On
June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant
to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $
The
LOC originally expired February 28, 2024, and was extended to April 30, 2024. The balance at the maturity was approximately $
As
of March 31, 2026 and December 31, 2025, the Company had restricted cash of $
| 19 |
NOTE 10 – NOTES PAYABLE – WORKING CAPITAL
The Company has several working capital loan agreements in place, which are described in detail below:
SCHEDULE OF WORKING CAPITAL
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| Short-term borrowings | - | |||||||
| On May 27, 2025, the Company entered into five two year promissory notes with five accredited investors in the gross principal amount of $ | - | |||||||
| On June 26, 2025, the Company entered into a note purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”), pursuant to which the Company issued and sold to Streeterville a secured promissory note (the “Note”) in the original principal amount of $ | ||||||||
| 20 |
| On July 7, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On July 7, 2025, the Company entered into a Securities Purchase Agreement with Boot Capital LLC, an accredited investor (“Boot”), pursuant to which Boot made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - |
| 21 |
| On August 25, 2025, the Company entered into a note agreement with 1800 Diagonal for a principal amount of $ | - | |||||||
| The Company entered into a Membership Interest Purchase Agreement (“MIPA”) on September 15, 2025, to acquire all of the outstanding membership interests in 218 LLC, whose sole asset is a | ||||||||
| On October 14, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | ||||||||
| On December 4, 2025, the Company, and two of its subsidiaries (American Rebel, Inc. and Champion Safe Company, Inc.) entered into a commercially reasonable working capital line for Champion Safe Company, Inc. in the form of a subordinated business loan and security agreement (“Loan”) with Agile Lending, LLC and Agile Capital Funding, LLC as collateral agent, which provides for a term loan in the amount of $ |
| 22 |
| On December 15, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“1800”), pursuant to which 1800 made a loan to the Company, evidenced by a promissory note in the principal amount of $ | ||||||||
| On December 15, 2025, the Company entered into a Securities Purchase Agreement with Boot Capital LLC, an accredited investor (“Boot”), pursuant to which Boot made a loan to the Company, evidenced by a promissory note in the principal amount of $ |
| 23 |
| On April 23, 2025, the Company entered into a promissory note with a supplier. The note has a three year term, principle balance of $ | ||||||||
| On January 15, 2026, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On March 9, 2026, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| Short term borrowings | - | |||||||
| Less: note discount and fees | ( | ) | ( | ) | ||||
| Total recorded as a current liability | $ | $ |
Accrued
interest was approximately $
For
the three months ended March 31, 2026, the Company recognized a net loss on debt extinguishment totalling $
March 31, 2026
SCHEDULE OF FAIR VALUE MEASUREMENT
| Description | Fair Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Common stock | $ | $ | $ | - | $ | - | ||||||||||
March 31, 2025
| Description | Fair Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Common stock | $ | $ | $ | - | $ | - | ||||||||||
Level 2 fair value measurements in the table above were primarily measured through the Company’s publicly traded common stock price, which is an observable input in determining fair value. Convertible notes were valued on an as-converted basis at the time of settlement as conversion into common stock occurred shortly after.
| 24 |
NOTE 11 – INTANGIBLE ASSETS
As
of March 31, 2026 and December 31, 2025, the Company had intangible assets, representing a trade name subject to amortization over a
The Company will review its trade name intangible asset for impairment periodically (based on indicators of impairment) and determine whether impairment is to be recognized within its consolidated statement of operations. No impairment charge was recognized during the three months ended March 31, 2026 and 2025.
NOTE 12 – SHARE CAPITAL
The
Company is authorized to issue
The share numbers and pricing information in this report have been adjusted to reflect the effects of the following reverse stock splits, which occurred during 2025 and 2026:
| ● | On
March 31, 2025, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of | |
| ● | On
October 3, 2025, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of | |
● |
On
February 2, 2026, the Company effectuated a reverse split of its issued and outstanding shares
of common stock at a ratio of | |
| ● | On
March 23, 2026, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of |
Silverback Conversions
During
the three months ended March 31, 2026, the Company issued
During the three months ended March 31, 2025, the Company issued
Debt to Equity Conversions
The conversions occurred over multiple tranches throughout the year, during which the Company’s stock price experienced substantial
volatility. The trading price of the Company’s common stock ranged from a low of approximately $
Shares Issuances
On
January 6, 2026, the Company issued Streeterville Capital, LLC (“Streeterville”)
On
January 8, 2026, SCC requested the issuance of
On
January 8, 2026, Boot Capital LLC converted $
On
January 8, 2026, 1800 Diagonal Lending LLC converted $
| 25 |
On
January 9, 2026, 1800 Diagonal Lending LLC converted $
On
January 9, 2026, the Company authorized the issuance of
On
January 12, 2026, 1800 Diagonal Lending LLC converted $
On
January 12, 2026, the Company issued Agile
On
January 13, 2026, the Company issued Streeterville
On
January 13, 2026, Boot Capital LLC converted $
On
January 14, 2026, 1800 Diagonal Lending LLC converted $
On
January 15, 2026, 1800 Diagonal Lending LLC converted $
On
January 16, 2026, the Company issued Streeterville
On
January 16, 2026, 1800 Diagonal Lending LLC converted $
On
January 20, 2026, SCC requested the issuance of
On
January 21, 2026, SCC requested the issuance of
On
January 22, 2026, SCC requested the issuance of
On
January 22, 2026, the Company issued Streeterville
On
January 26, 2026, the Company issued Streeterville
On
January 30, 2026, five holders of OID promissory notes dated May 27, 2025, in the gross principal amount of $
On
February 2, 2026, the Company effectuated a
On
February 2, 2026, holders of
| 26 |
On
February 2, 2026, Streeterville converted $
On
February 3, 2026, holders of
On
February 3, 2026, Streeterville converted $
On
February 4, 2026, SCC, pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance
of
On
February 5, 2026, holders of
On
February 5, 2026, SCC, pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance
of
On
February 6, 2026, holders of
On
February 6, 2026, SCC requested the issuance of
On
February 9, 2026, a holder of
On
February 9, 2026, SCC requested the issuance of
On
February 10, 2026, holders of
On
February 2, 2026, the Company effectuated a
On
February 13, 2026, the Company issued Streeterville
On
February 13, 2026, holders of
On
February 18, 2026, the Company issued Streeterville
On
February 25, 2026, the Company issued Streeterville
On
March 4, 2026, 1800 Diagonal Lending LLC converted $
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On
March 12, 2026, the Company sold
On
March 19, 2026, the Company issued
On
March 23, 2026, the Company effectuated a
On
March 23, 2026, holders of
On
March 24, 2026, the Company issued
On
March 24, 2026, the Company issued
On
March 27, 2026, a holder of
On
March 30, 2026, we entered into an agreement to purchase two additional primary sponsorships for the 2026 NHRA Tony Stewart Racing Nitro
team racing season. Whereby the Company issued
LTIP Shares
On
April 9, 2025, the Company registered an aggregate of
New Preferred Stock Series and Designations and Reg. A+ Offering
On
May 10, 2024, the Company’s board of directors approved the designation of a new Series D Convertible Preferred Stock (the “Series
D Designation”). The Series D Designation was filed by the Company with the Secretary of State of Nevada on May 10, 2024, and designated
Stated
Value. Each share of Series D Preferred Stock has an initial stated value of $
Conversion
at Option of Holder. Each share of Series D Preferred Stock shall be convertible into shares of Common Stock at a fixed ratio
of 1:5 (
Forced
Conversion – If the closing price of the Company’s Common Stock during any ten consecutive trading day period has
been at or above $
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Voting Rights. The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of the Company’s stockholders (other than as required by law). The Company may not amend its articles of incorporation or the Series D Designation (whether by merger, consolidation, or otherwise) to materially and adversely change the rights, preferences or voting power of the Series D Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the Company’s outstanding shares of Series D Preferred Stock, voting together as a class.
On
August 22, 2025 (as amended on March 29, 2026), the Company’s board of directors approved the designation of a new Series E Preferred
Stock (the “Series E Designation”). The Series E Designation was filed by the Company with the Secretary of State of Nevada
on August 22, 2025 and designated
Ranking. Except to the extent that the holders of at least a majority of the outstanding Series E Preferred Stock (the “Required Holders”) expressly consent to the creation of Parity Stock (as defined below), all shares of capital stock of the Company shall be junior in rank to all Series E Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stock is referred to herein collectively as “Junior Stock”). The rights of all such shares of capital stock of the Company shall be qualified by the rights, powers, preferences and privileges of the Series E Preferred Stock. Without limiting any other provision of the Certificate of Designations, without the prior express consent of the Required Holders, voting separately as a single class, and with each share of Series E Preferred Stock having one vote on such matter, the Company shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Series E Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Senior Preferred Stock”), or (ii) of pari passu rank to the Series E Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Parity Stock”). In the event of the merger or consolidation of the Company with or into another corporation wherein the Company is the surviving entity, the shares of Series E Preferred Stock shall maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation shall provide for a result inconsistent therewith, subject to the other terms and conditions herein.
Preferred Return. Each share of Series E Stock shall accrue a rate of return on the Stated Value at the rate of 10% per year, compounded daily to the extent not paid as set forth herein, and to be determined pro rata for any fractional year periods (the “Preferred Return”). The Preferred Return shall accrue on each share of Series E Stock from the date of its issuance, and shall be payable or otherwise settled as set forth herein. Accrued and unpaid Preferred Return shall be cumulative and shall remain payable in cash or additional shares of Series E Stock, in each case at the Corporation’s election. Failure to pay Preferred Return on any quarterly date shall not give any holder the right to require redemption, repurchase or other settlement of the Series E Stock. In the event that the Corporation elects to pay any Preferred Return via the issuance of shares of Series E Stock, no fractional shares of Series E Stock shall be issued, and the Corporation shall round the number of shares of Series E Stock to be issued to the nearest whole share.
Voluntary Liquidation, Dissolution or Winding Up. In the event of any voluntary liquidation, dissolution or winding up of the Corporation, each share of Series E Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, before any payment shall be made to the holders of Common Stock or any other class or series of capital stock junior to the Series E Stock with respect to liquidation, an amount per share equal to the Stated Value then in effect plus any accrued but unpaid Preferred Return (the “Series E Preferred Liquidation Amount”). If upon any such voluntary liquidation, dissolution or winding up of the Corporation the assets of the Corporation available for distribution to its shareholders shall be insufficient to pay in full the Series E Preferred Liquidation Amount, the Series E Holders shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable in respect of the shares held by them if all amounts payable thereon were paid in full. Following payment of the Series E Preferred Liquidation Amount, the Series E Stock shall not participate in any further distributions. For the avoidance of doubt, no merger, consolidation, recapitalization, Fundamental Transaction, sale or disposition of assets, change of control, reverse split, delisting, covenant breach, insolvency event or similar transaction or occurrence shall constitute a liquidation, dissolution or winding up of the Corporation or otherwise entitle any Series E Holder to require the redemption, repurchase or other settlement of any shares of Series E Stock.
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No Conversions. The Series E Preferred Stock shall not be convertible into shares of common stock or into any other class or series of stock of the Company.
Company Optional Redemption. Subject to the terms and conditions herein, at any time the Corporation may elect, in the sole discretion of the Board, to redeem all or any portion of the Series E Stock then issued and outstanding from all of the Series E Holders (a “Corporation Optional Redemption”) by paying to the applicable Series E Holders an amount in cash equal to the Series E Preferred Liquidation Amount then applicable to such shares of Series E Stock being redeemed in the Corporation Optional Redemption (the “Redemption Price”). Redemption of the Series E Stock shall at all times remain solely at the election of the Corporation, and no Series E Holder shall have any right to require, accelerate or condition any redemption, repurchase or other settlement of the Series E Stock. The Corporation shall provide written notice of any Corporation Optional Redemption to the applicable Series E Holder(s) within five (5) Business Days following the determination of the Board to consummate the applicable Corporation Optional Redemption, and thereafter such Corporation Optional Redemption shall be completed within five days following the delivery of such notice, and at such time the Corporation shall deliver to the applicable Series E Holder(s) the Redemption Price in valid funds. Each applicable Series E Holder agrees to execute and deliver to the Corporation such instruments and documents, and to take such actions, as reasonably required to consummate the Corporation Optional Redemption. Failure of any Series E Holder to execute any instrument or deliver any certificate shall not delay or prevent a Corporation Optional Redemption.
Dividends and Distributions. The Series E Preferred Stock shall not participate in any dividends, distributions or payments to the holders of the common stock.
Vote/Amendment. Other than as set forth in Section 10(b), the Series E Stock shall not have any voting rights and shall not vote on any matter submitted to the holders of the Common Stock, or any class thereof, for a vote. The Corporation may not, and shall not, amend or repeal this Certificate of Designations without the prior written consent of Series E Holders holding a majority of the Series E Stock then issued and outstanding, in which vote each share of Series E Stock then issued and outstanding shall have one vote, voting separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such Series E Holders, and any such act or transaction entered into without such vote or consent shall be null and void ab initio, and of no force or effect.
Covenants. Until such time as no shares of Series E Stock remain outstanding, the Corporation will at all times comply with the following covenants:
(a) The Corporation will use its best efforts to timely file on the applicable deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the Exchange Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to the Corporation, as required in accordance with Rule 144 of the Securities Act, is publicly available, and will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.
(b) Reserved.
(c) After six (6) months from the Initial Issuance Date, the Corporation will not have the right to repay any outstanding indebtedness owed to any Series E Holder or its Affiliates.
(d) The Corporation will not increase the authorized shares of Common Stock or Preferred Stock without the prior written consent of the Required Holders, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion.
(e) Reserved.
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(f) The Corporation will not make any Restricted Issuance without the Required Holders’ prior written consent, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion.
(g) The Corporation shall not enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits the Corporation (a) from entering into a variable rate transaction with any Series E Holder or any Affiliate of any Series E Holder, or (b) from issuing Common Stock, Preferred Stock, warrants, convertible notes, other debt securities, or any other of the Corporation’s securities to any Series E Holder or any Affiliate of any Series E Holder without the Required Holders’ prior written consent, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion.
(h) The Corporation will not pledge or grant a security interest in any of its or its subsidiaries’ assets without the Required Holders’ prior written consent, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion, other than those security interests in effect for the benefit of the Series E Holders.
(i) The Corporation will not dispose of any of its or its subsidiaries’ assets or operations that are material to the Corporation’s or its subsidiaries’ operations without the Required Holders’ prior written consent, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion.
(j) Except in connection with satisfaction of a Nasdaq deficiency notice, the Corporation will not, and will not enter into any agreement or commitment to, undertake or complete any reverse split of the Common Stock or any class of Preferred Stock without the Required Holders’ prior written consent, which consent may be granted on withheld in the Required Holders’ sole and absolute discretion.
(k) The Corporation will not create, authorize, or issue any class of Preferred Stock (including additional issuances of Series E Stock, other than as set forth herein) without the Required Holders’ prior written consent, which consent may be granted or withheld in the Required Holders’ sole and absolute discretion.
(l) The Corporation will not consummate a Fundamental Transaction or enter into an agreement to consummate a Fundamental Transaction without the Required Holders’ prior written consent, which consent may be granted on withheld in the Required Holders’ sole and absolute discretion.
(m) For the avoidance of doubt, no breach of any covenant in this Section 11 shall constitute a redemption event or give any Series E Holder any right to require the Corporation to redeem, repurchase or otherwise settle any shares of Series E Stock in cash or other assets.
Remedies; No Holder Redemption.
(a) If the Corporation breaches any covenant, obligation or agreement in this Certificate of Designations, the Required Holders may deliver written notice specifying the breach and, if such breach is reasonably capable of cure, the Corporation shall have five (5) Business Days to cure.
(b) Upon the occurrence and during the continuance of an uncured breach, the Series E Holders may pursue only such remedies as are available at law or in equity to enforce the specific provision breached, including damages, specific performance and injunctive relief.
(c) Notwithstanding anything herein to the contrary, no breach, Event of Default, covenant default, bankruptcy event, change of control, Fundamental Transaction, delisting, reverse split, financing, asset sale or similar event shall give any Series E Holder any right to require the Corporation to redeem, repurchase, acquire or otherwise settle any share of Series E Stock in cash or other assets.
(d) Without limiting clause (c), no remedy available to the Series E Holders shall include the right to prohibit or condition any issuance of securities on the prior or simultaneous redemption of the Series E Stock.
(e) Redemption of the Series E Stock shall at all times remain solely at the option of the Corporation pursuant to Section 8.
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Conversion of Revenue Interest Loan for Preferred Stock Series D and Potential Issuance of Common Stock Equivalents from the Conversion of Series D
Refer to Note 10 for additional information regarding the settlement of debt liabilities through the issuances of Series D Preferred Stock, common stock, pre-funded warrants and convertible notes during the three months ended March 31, 2026 and 2025.
NOTE 13 – LEASES AND LEASED PREMISES
Rental Payments under Non-cancellable Operating Leases and Equipment Leases
The Company, through its purchase of Champion, acquired several long-term leases for two manufacturing facilities, three office spaces, five distribution centers, and five retail spaces. Four of its distribution centers also have retail operations for which it leases its facilities. Lease terms on the various spaces’ range from a month-to-month lease (30 days) to a long-term lease expiring in August of 2029. Of the acquired long-term leases the Company is no longer leasing four of the distribution centers and four of the retail spaces.
Rent
expense for operating leases totaled approximately $
The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates.
Right of Use Assets and Lease Liabilities
Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term.
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The Company’s operating leases are comprised primarily of facility leases. and as such we have no finance leases for our vehicles or equipment currently at this time.
Balance sheet information related to our leases is presented below:
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES
| Balance Sheet location | March 31, 2026 | December 31, 2025 | ||||||||
| (Unaudited) | (Audited) | |||||||||
| Operating leases: | ||||||||||
| Right-of-use lease assets | Right-of-use operating lease assets | $ | $ | |||||||
| Right-of-use lease liability, current | Other current liabilities | $ | $ | |||||||
| Right-of-use lease liability, long-term | Right-of-use operating lease liability | $ | $ | |||||||
As of March 31, 2026, weighted-average remaining lease term and discount rate were as follows:
SCHEDULE OF WEIGHTED-AVERAGE REMAINING LEASE TERM AND DISCOUNT RATE
| March 31, 2026 | ||||
| Weighted Average Remaining Lease Term: | ||||
| Operating leases | ||||
| Weighted Average Discount Rate: | ||||
| Operating leases | % | |||
The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE
| Operating leases | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total future minimum lease payments, undiscounted | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of future minimum lease payments | $ | |||
NOTE 14 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
During the three months ended March 31, 2026 and 2025, various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters is not expected to have a material effect on the Company’s consolidated financial statements.
Liberty Safe and Security Products, Inc.
On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products. As of the date of this Report, the complaint has not been served on the Company or Champion Safe. In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty. Management believes that this lawsuit is without merit; however, has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming. At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.
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Contractual Obligations
The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the condensed consolidated financial statements. As of March 31, 2026 and December 31, 2025 there were no outstanding letters of credit issued during the normal course of business.
Nasdaq Compliance
As
previously disclosed, on February 19, 2025, the Company received a letter (the “Notification Letter”) from The Nasdaq Stock
Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”)
because the stockholders’ equity of the Company as of September 30, 2024, as reported in the Company’s Quarterly Report on
Form 10-Q filed with the SEC on February 7, 2025, was below the minimum requirement of $
Pursuant to Nasdaq’s Listing Rules, the Company had 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company submitted a Compliance Plan within the required time and amended it subsequently to provide additional information to Nasdaq.
On June 11, 2025, the Company received a letter from Nasdaq accepting the Compliance Plan and granting an extension through August 18, 2025 to evidence compliance with the Rule.
On August 20, 2025, the Company received a subsequent notice from Nasdaq citing continued non-compliance with the Rule due to insufficient stockholders’ equity. The Company requested a hearing before the Nasdaq Hearings Panel, which was held on September 30, 2025. On October 20, 2025, the Panel granted a conditional extension to continue the Company’s Nasdaq listing, requiring the Company to demonstrate compliance with the Stockholders’ Equity Requirement by November 15, 2025.
On October 20, 2025, the Company received a decision letter from the Nasdaq Hearings Panel granting the Company’s request to continue its listing on Nasdaq, subject to the condition that, on or before November 15, 2025, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”). This decision follows the Company’s hearing before the Panel on September 30, 2025, regarding its non-compliance with the Equity Rule.
On November 21, 2025, the Company received a compliance letter from the Nasdaq Hearings Panel (“Panel”) confirming the Company is in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”).
In its November 21, 2025 letter, the Panel advised that, based on the Nasdaq Listing Qualifications Staff’s compliance worksheet, American Rebel has satisfied the exception previously granted under the Equity Rule. Under Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory one-year Panel monitoring period beginning on the date of the letter.
On
February 4, 2026, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) determined that the
Company’s common stock failed to maintain a minimum bid price of $
On May 12, 2026, the Company received notice from the Nasdaq appeal panel denying the Company’s request to continue its listing on Nasdaq. Trading in the Company’s securities will be suspended at the open of trading on May 13, 2026. The Company may appeal the decision to the Nasdaq Listing and Hearing Review Council within 15 days of the date of the notice. As of the date of this report, the Company has not determined whether or not it will appeal the decision.
Executive Employment Agreements and Independent Contractor Agreements
The Company has written employment agreements with various other executive officers. All payments made to its executive officers and significant outside service providers are analyzed and determined by the board of directors’ compensation committee; some payments made to independent contractors (or officer payments characterized as non-employee compensation) may be subject to backup withholding or general withholding of payroll taxes, may make the Company responsible for the withholding and remittance of those taxes. Generally outside service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis and Company policy.
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NOTE 15 – SEGMENT REPORTING
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance.
The
Company views its operations and manages its business as
The single segment’s principal measure of segment profit and loss is consolidated revenue, gross margin, and total operating expenses. The CODM considers actual and forecasted numbers when evaluating performance.
The following table provides information about the Company’s one reportable segment and includes the reconciliation to consolidated net loss.
SCHEDULE OF SEGMENT REPORTING INFORMATION AND RECONCILIATION
| 2026 | 2025 | |||||||
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Total revenues | $ | $ | ||||||
| Less: | ||||||||
| Cost of revenues (excluding amortization and depreciation) | ||||||||
| Consulting/payroll and other costs | ||||||||
| Share based compensation expense | ||||||||
| Product development costs | ||||||||
| Marketing and brand development costs | ||||||||
| Administrative and other (1) | ||||||||
| Interest expense, net | ||||||||
| Remeasurement and loss on debt extinguishment and settlement of liability | ||||||||
| Other income | ( | ) | ( | ) | ||||
| Loss on equity investments | - | |||||||
| Segment net loss | ( | ) | ( | ) | ||||
| Reconciliation of net loss: | ||||||||
| Adjustments and reconciling items | - | - | ||||||
| Consolidated net loss | $ | ( | ) | $ | ( | ) | ||
| (1) |
NOTE 16 – SUBSEQUENT EVENTS
The Company evaluated all events that occurred after the balance sheet date of March 31, 2026, through the date the financial statements were issued and determined that there were the following subsequent events:
Subsequent
to March 31, 2026, Company issued
On April 13, 2026, two holders of
On April 17, 2026, two holders of
On April 27, 2026, seven holders
of
On April 28, 2026, Silverback Capital Corporation
(“SCC”), pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance
of
On April 10, 2026, the Company
entered into a two-year promissory note with an accredited investor (the “Lender”) in the gross principal amount of $
On May 5, 2026, the Company
entered into an Exchange Agreement (the “Note Exchange”) with Streeterville. The Company previously entered into that certain
Secured Promissory Note (the “Note”), with an original issuance date of June 26, 2025 in the principal amount of $
On May 6, 2026, the Company
entered into eleven additional Note Exchanges with Streeterville. Pursuant to the Note Exchanges, the Company and Streeterville agreed
to additional Partitioned Notes in the original principal amounts totaling $
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FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “may,” “could,” “should,” “anticipate,” “expect,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “believe,” “foresee,” “outlook,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include, but are not limited to, the following:
| ● | our ability to maintain compliance with the continued listing standards of Nasdaq; | |
| ● | the effect of new tariffs on our business and financial condition; | |
| ● | we consummated the purchase of our safe manufacturer and sales organizations, and future acquisitions and operations of new manufacturing facilities and/or sales organizations might prove unsuccessful and could fail; | |
| ● | risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures; | |
| ● | our failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further, material adverse consequences to our business, our financial condition, results of operations and our cash flows; | |
| ● | our success depends on our ability to introduce new products that track customer preferences; | |
| ● | if we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights; | |
| ● | as a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage, we depend on the availability and regulation of ammunition and firearm storage; | |
| ● | as we continue to integrate the purchase of our safe manufacturer and sales organization, any compromised operational capacity may affect our ability to meet the demand for our safes, which in turn may affect our generation of revenue; | |
| ● | shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations; | |
| ● | we do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs; | |
| ● | our inability to effectively meet our short- and long-term obligations; | |
| ● | given our limited corporate history, it is difficult to evaluate our business and future prospects, and increases the risks associated with an investment in our securities; | |
| ● | our inability to raise additional financing for working capital; | |
| ● | our ability to generate sufficient revenue in our targeted markets to support operations; | |
| ● | significant dilution resulting from our financing activities; | |
| ● | the actions and initiatives taken by both current and potential competitors; | |
| ● | our ability to diversify our operations; | |
| ● | the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; | |
| ● | changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; | |
| ● | the deterioration in general of global economic, market and political conditions; | |
| ● | the inability to efficiently manage our operations; | |
| ● | the inability to achieve future operating results; | |
| ● | the unavailability of funds for capital expenditures; | |
| ● | the inability of management to effectively implement our strategies and business plans; and | |
| ● | the other risks and uncertainties detailed in this report. |
Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
This Quarterly Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Quarterly Report are made as of the date of this Quarterly Report and should be evaluated with consideration of any changes occurring after the date of this Quarterly Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Except as otherwise indicated by the context, references in this report to “Company,” “American Rebel Holdings,” “American Rebel,” “we,” “us” and “our” are references to American Rebel Holdings, Inc. and its operating subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, ARH Sub, LLC, Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V and American Rebel Licensing NIL I, Inc. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Financial Statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.
Description of Our Business
Overview
We are boldly positioning ourselves as America’s Patriotic Brand. We have identified the market opportunity to design, manufacture, and market beverages and innovative concealed carry products and safes. We access our market uniquely through our positioning as America’s Patriotic Brand and the appeal of our products as well as through the profile and public persona of our founder and Chief Executive Officer, Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest-growing bow company in 2007 and 2008. Andy has released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit show Counting Cars in February 2014 has been viewed by over 2 million times. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.
As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below or elsewhere in this Quarterly Report. We believe that the perception that many people have of a public company makes it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders.
The Company operates primarily as a designer, manufacturer and marketer of beverages, branded safes and personal security and self-defense products. Additionally, the Company designs and produces branded apparel and accessories.
We believe that when it comes to their homes, consumers place a premium on their security and privacy. Our products are designed to offer our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style, which is synonymous with the American Rebel brand.
Our safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories and other valuables, and we aim to make our products accessible at various price points for home and office use. We believe our products are designed for safety, quality, reliability, features and performance.
To enhance the strength of our brand and drive product demand, we work with our manufacturing facilities and various suppliers to emphasize product quality and mechanical development in order to improve the performance and affordability of our products while providing support to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.
We believe that safes are becoming a ‘must-have appliance’ in a significant portion of households. We believe our current safes provide safety, security, style and peace of mind at competitive prices.
In addition to branded safes, we offer an assortment of personal security products as well as apparel and accessories for men and women under the Company’s American Rebel brand. Our backpacks utilize what we believe is a distinctive sandwich-method concealment pocket, which we refer to as Personal Protection Pocket, to hold firearms in place securely and safely. The concealment pockets on our Freedom 2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.
We believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in part through Andy Ross, who has written, recorded and performs a number of songs about the American spirit of independence. We believe our customers identify with the values expressed by our Chief Executive Officer through the “American Rebel” brand.
Through our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including our website and e-commerce platforms such as Amazon.com.
American Rebel is boldly positioning itself as “America’s Patriotic Brand” in a time when national spirit and American values are being rekindled and redefined. American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach and preach good common practices of gun ownership. American Rebel products keep you concealed and safe inside and outside the home. American Rebel Safes protect your firearms and valuables from children, theft, fire and natural disasters inside the home; and American Rebel Concealed Carry Products provide quick and easy access to your firearm utilizing American Rebel’s Proprietary Protection Pocket in its backpacks and apparel outside the home. The initial company product releases embrace the “concealed carry lifestyle” with a focus on concealed carry products, apparel, personal security and defense. “There’s a growing need to know how to protect yourself, your family, your neighbors or even a room full of total strangers,” says Andy Ross. “That need is in the forethought of every product we design.”
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The “concealed carry lifestyle” refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere you go. The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote from Richard F. Teerlink, Harley’s chairman and former chief executive, “It’s not hardware; it is a lifestyle, an emotional attachment. That’s what we have to keep marketing to.” As an American icon, Harley has come to symbolize freedom, rugged individualism, excitement and a sense of “bad boy rebellion.” American Rebel – America’s Patriotic Brand has significant potential for branded products as a lifestyle brand. Its innovative Concealed Carry Product line and Safe line serve a large and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes. One such opportunity is American Rebel Light Lager. American Rebel Light Beer is “America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.” Management believes a significant opportunity exists to enter the $110+ billion-dollar beer industry with a premium domestic beer. Current distribution agreements are in place for the states of Kansas and Tennessee and portions of Ohio and Connecticut.
American Rebel & Champion Safes
Keeping your guns in a location only appropriate trusted members of the household can access should be a top priorities for every responsible gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect expensive firearms and other valuables such as jewelry and important documents, the price is justified.
Champion Safe Co. produces large floor safes in a variety of models and sizes as well as small portable keyed safes. Additional opportunities exist for us to develop Wall Safes and Handgun Boxes.
Reasons gun owners should own a gun safe:
| ● | If you are a gun owner and you have children, many states have a law in place that require you to store your gun locked in a safe, away from children. This will prevent your children from getting the gun and hurting themselves or someone else. | |
| ● | Some states have a law in place that require you to keep your gun locked away when it is not in use, even if you don’t have children in your home. California has a law that requires you to have your gun locked in a firearms safety device that is considered safe by the California Department of Justice (DOJ). When you buy a safe, you should see if it has approval from the California DOJ. | |
| ● | Many gun owners own more guns than insurance will cover. Many insurance companies only cover $3,000 worth of guns. Are your weapons worth more? If so, you should invest in a gun safe to make sure your guns are protected from fire, water, and thieves. | |
| ● | Many insurance companies may give you a discount if you own a gun safe. If you own a gun safe or you purchase one, you should see if your insurance company is one that offers a discount for this. A safe can protect your guns and possibly save you money. | |
| ● | Do people know you own guns? You might not know that many burglaries are carried out by people they know. | |
| ● | If a person you know breaks into your home, steals your gun, and murders someone, you could be charged with a crime you didn’t commit, or the victim’s family could sue you. | |
| ● | Gun safes can protect your guns in the event your home goes up in flames. When buying a safe, you should see if it will protect your firearm or any other valuables from fire damage. | |
| ● | You might be the type of person that has a gun in your home for protection. A gun locked in a safe can still offer you protection. There are quick access gun safes on the market. With a quick access gun safe, you can still retrieve your gun in a few seconds, but when it is not needed, it will be protected. |
A gun safe is the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents. Bills or ballot measures to require safe storage have been discussed in Delaware, Washington, Oregon, Missouri and Virginia; and various laws are on the books in California and Massachusetts. The gun safe industry is experiencing growth and innovation. Andy Ross and the rest of the American Rebel team are committed to fulfilling the opportunity in the gun safe market and filling the identified void.
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Below is a summary of the different safes we offer:
| i. | Large Safes – our current large model safe collection consists of six premium safes. All of our large safes share the same high-quality workmanship, are constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and reinforced door edges. Each of these safes provide up to 75 minutes of fire protection at 1200 degrees Fahrenheit. Our safes offer a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the interior may have shelves and the other side set up to accommodate long guns. There are optional additions such as Rifle Rod Kits and Handgun Hangers to increase the storage capacity of the safe. These large safes offer greater capacity for secure storage and protection, and our safes are designed to prevent unauthorized access, including in the event of an attempted theft, natural disaster or fire. We believe that a large, highly visible safe acts as a deterrent to any prospective thief. | |
| ii. | Personal Safes – the safes in our compact safe collection are easy to operate and carry as they fit into briefcases, desks or under vehicle seats. These personal safes meet Transportation Security Administration (“TSA”) airline firearm guidelines and fit comfortably in luggage when required by travel regulations. | |
| iii. | Vault Doors – our U.S.-made vault doors combine style with theft and fire protection for a look that fits any decor. Newly-built, higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders. Whether it’s in the context of a safe room, a shelter, or a place to consolidate valuables, our American Rebel in- and out-swinging vault doors provide maximum functionality to facilitate a secure vault room. American Rebel vault doors are constructed of 4 ½” double steel plate thickness, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire protection. Active boltworks, which is the locking mechanism that bolts the safe door closed so that it cannot be pried open and three external hinges that support the weight of the door, are some of the features of the vault door. For safety and when the door is used for a panic or safe room, a quick release lever is installed inside the door. |
Upcoming Product Offerings
To further complement our diverse product offerings, we intend to introduce additional products throughout 2025. Below is a summary of potential upcoming product offerings:
Wall Safes – wall safes can be easily hidden and provide “free” storage space since they are able to be tucked into the space between your wall and studs.
Economy Safe Line – we are exploring enhancing our safe line through the introduction of entry level safes built in North America to compete with other safes imported from overseas.
Our results of operations and financial condition may be impacted positively and negatively by certain general macroeconomic and industry-wide conditions.
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Recent Development
Expanding Scope of Operations Activities by Brand Licensing
We believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues to grow in popularity, we anticipate generating additional revenues from licensing fees earned from third parties who wish to engage the American Rebel community. Along these lines, in February of 2026 we formed a new majority owned subsidiary, American Rebel Licensing NIL I, Inc., to pursue licensing opportunities in fiscal 2026. While the Company does not currently generate material revenues from licensing fees, our management team believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market their tools under our distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American Rebel branded tools as they would continue to sell both of the lines of tools. Conversely, American Rebel could potentially benefit as a licensee of products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.
Results of Operations
From inception through March 31, 2026, we have generated an accumulated deficit of $106,385,187. We expect to incur additional losses during fiscal year ending December 31, 2026, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Revenue (‘Sales’) and cost of goods sold (‘Cost of Sales’)
For the three months ended March 31, 2026, we reported Revenues of $1,985,191 compared to Revenues of $2,511,324 for the three months ended March 31, 2025. The decrease in Revenues of $526,133 (or (21%) period over period) for the current period compared to the three months ended March 31, 2025 is attributable to slower sales for 2026 and current market conditions. For the three months ended March 31, 2026, we reported Cost of Goods Sold of $2,379,236 compared to Cost of Goods Sold of $2,222,270 for the three months ended March 31, 2025. The increase in Cost of Goods Sold of $156,966 (or 7% period over period) for the current period is primarily attributable to increased raw materials costs. For the three months ended March 31, 2026, we reported Gross Margin of $(394,045), compared to Gross Margin of $298,054 for the three months ended March 31, 2025 and a Gross Margin percentage of (20%) for the three months ended March 31, 2026 compared to 12% for the three months ended March 31, 2025. In general, second amendment businesses have experienced a slowdown in sales volume during the past year and has incurred increased costs of operations.
Operating Expenses
Total operating expenses for the three months ended March 31, 2026 were $3,749,027 compared to $3,255,473 for the three months ended March 31, 2025 as further described below. Overall, we experienced a $493,554 increase in operating expenses period over period. This increase is primarily due to the new 2026 sponsorships for Tony Stewart Racing of approximately $0.2 million, other TSR related contracts of $0.1 million and marketing of $0.3 million over the previous period.
For the three months ended March 31, 2026, we incurred consulting/payroll and other costs of $1,081,869 compared to consulting/payroll and other costs of $738,977 for the three months ended March 31, 2025. The increase in consulting/payroll and other costs of $342,892 (or 46% period over period) was primarily due to the increase in payroll expenses for contract labor.
For the three months ended March 31, 2026, we incurred rental expense, warehousing, outlet expense of $45,688, compared to rental expense, warehousing, outlet expense of $57,114 for the three months ended March 31, 2025. The decrease in rental expense, warehousing, outlet expense of $11,426 is due to the reduction of leased properties that the Company rents to conduct the Champion business acquisition.
For the three months ended March 31, 2026, we incurred product development expenses of $5,506 compared to product development expenses of $93,467 for the three months ended March 31, 2025. The decrease in product development expenses of $87,961 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.
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For the three months ended March 31, 2026, we incurred marketing and brand development expenses of $1,259,798 compared to marketing and brand development expenses of $695,491 for the three months ended March 31, 2025. The increase in marketing and brand development expenses of $564,307 (or 81% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
For the three months ended March 31, 2026, we incurred administrative and other expense of $1,169,182 compared to administrative and other expense of $1,470,587 for the three months ended March 31, 2025. The decrease in administrative and other expense of $301,405 (or (20%) period over period) relates directly to decreased professional fees including accounting and legal fees.
For the three months ended March 31, 2026, we incurred depreciation and amortization expense of $124,484 compared to depreciation and amortization expense of $35,774 for the three months ended March 31, 2025. The increase primarily relates to the building, furniture and equipment acquired as part of the 218 LLC investment.
Other income and expenses
For the three months ended March 31, 2026, we incurred interest expense of $1,345,882 compared to interest expense of $723,942 for the three months ended March 31, 2025. The increase in interest expense of $621,940 is due to a significant number of notes we have entered into and subsequently converted or modified. For the three months ended March 31, 2026, we incurred a loss on debt extinguishment of $903,573 and loss on settlement of liability of $455,718 compared to a loss on debt extinguishment of $499,794 and loss on settlement of liability of $887,365 for the three months ended March 31, 2025. This is due to the increased amount of conversions of debt into equity in 2026 and the amended Streeterville loan payable. The decrease in loss on settlement of liability is due to the decrease in the amount of conversions of liabilities to equity by SCC.
Net Loss
Net loss for the three months ended March 31, 2026 amounted to $6,972,464, resulting in a loss per share of $(71.28), compared to a net loss of $5,059,256 for the three months ended March 31, 2025, resulting in a loss per share of $(937,997.93) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily due to a myriad of increased expenses that we incurred in the quarter, such as consulting, marketing and interest as well as a significant loss on debt extinguishment.
Liquidity and Capital Resources
We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital increased by $3,624,018 period over period where we had a working capital deficit of $(20,321,313) at December 31, 2025 compared to a working capital deficit balance of $(16,697,295) at March 31, 2026. This working capital increase was due to decreased working capital loans and increase in prepaid expenses. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.
During the three months ended March 31, 2026, we reduced anticipated cash outflows of $6.2 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.
As we continue with the launch of American Rebel Beer and continue to maintain the American Rebel branded safes and concealed carry product line, as well our Champion line of products, we expect to continue to devote significant resources in the areas of capital expenditures, marketing, sales, and operational expenditures. We may from time to time incur significant capital needs for these expenditures and for our business. We cannot fully predict what those needs will be and the impact to our business.
We expect to require additional funds to further develop our business and acquisition plan, including the launch of additional products in addition to aggressively marketing our safes and concealed carry product line. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will raise additional funds through equity or debt offerings or otherwise in order to meet our expected future liquidity requirements. Any such financing that we undertake will likely be dilutive to existing stockholders.
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In addition, we expect to need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines.
Promissory Notes – Working Capital
Over the past twelve months, we entered into various working capital notes with a total balance of approximately $15.2 million as of March 31, 2026. The promissory notes have various terms – refer to Note 10 of our condensed consolidated financial statements for the specific terms of each promissory note.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates. Our critical accounting estimates include the following, which are listed in no particular order:
Revenue Recognition
In accordance with ASC 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Additionally, the Company offers extended warranties for the locking mechanism of its safes, which are separately purchased by customers. Warranty income is recognized over time based on the estimated useful life of the locks, which approximates 10 years. Unrecognized warranty income is presented as deferred revenue in the accompanying consolidated financial statements.
Fair Value of Financial Instruments
Fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximates their fair values.
The three levels of inputs used to measure fair value are as follows:
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
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Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
An evaluation was carried out under the supervision and with the participation of the Company’s management, including the CEO and Interim Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the CEO and Interim Principal Accounting Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.
Management has concluded that there is a material weakness in internal control over financial reporting due to deficiencies in the design and operation of internal controls. The material weakness resulted in material adjustments to the financial statements included in the Original Form 10-K for the years ended December 31, 2023 and 2022, which were driven by the following: (1) inadequate management reviews, and (2) insufficient technical accounting competencies within the organization.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis. As a result of the material weakness, our CEO and Interim Principal Accounting Officer have concluded that, as of March 31, 2026, the end of the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the period ended March 31, 2026, that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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Part II: Other Information
Item 1 - Legal Proceedings
Oddo Development Company
On February 2, 2026, Oddo Development Company, Inc. filed a complaint against American Rebel, Inc. and Champion Safe Company, Inc. in the 10th Judicial District of Johnson County, Kansas (Case No. JO-2026-CV-000301) seeking unpaid rent, fees and expenses related to the 8500 Marshall Drive, Lenexa, Kansas property leased by American Rebel, Inc. This matter was resolved on March 23, 2026 with all parties entering into a Settlement and Forbearance Agreement.
From time to time, however, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Item 1a – Risk Factors
Factors that could cause or contribute to differences in our future financial and operating results include those discussed in the risk factors set forth in Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2025. These risks are not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may also have an adverse effect on the Company. If any of the risks actually occur, our business, results of operations, cash flows or financial condition could suffer.
Item 2 - Unregistered Sales of Equity Securities
Reverse Stock Splits
On February 2, 2026, the Company effectuated a 1-for-20 reverse stock split.
On March 23, 2026, the Company effectuated a 1-for-100 reverse stock split.
The share numbers and pricing information in this report are adjusted to reflect the reverse stock splits.
Issuances of Securities During the Quarter Ended March 31, 2026
On January 6, 2026, the Company issued Streeterville Capital, LLC (“Streeterville”) 99 shares of common stock pursuant to an Exchange Agreement.
On January 8, 2026, Silverback Capital Corporation (“SCC”) requested the issuance of 135 shares of Common Stock to SCC, representing a payment of approximately $137,500.
On January 8, 2026, Boot Capital LLC converted $33,062.50 of the principal amount owed under the July 7, 2025 promissory note into 33 shares of common stock.
On January 8, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into 50 shares of common stock.
On January 9, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the July 7, 2025 promissory note into 50 shares of common stock.
On January 9, 2026, the Company authorized the issuance of 100 shares of common stock to James T. Porter pursuant to a Rescission Agreement.
On January 12, 2026, 1800 Diagonal Lending LLC converted $55,000 of the principal amount owed under the July 7, 2025 promissory note into 56 shares of common stock.
On January 12, 2026, the Company issued Agile Capital Funding, LLC (“Agile”) 30,240 shares of Series D Convertible Preferred Stock pursuant to a Securities Exchange Agreement.
On January 13, 2026, the Company issued Streeterville 142 shares of common stock pursuant to an Exchange agreement.
On January 13, 2026, Boot Capital LLC converted $33,062.50 of the principal amount owed under the July 7, 2025 promissory note into 35 shares of common stock.
On January 14, 2026, 1800 Diagonal Lending LLC converted $60,000 of the principal amount owed under the July 7, 2025 promissory note into 133,333 shares of common stock.
On January 15, 2026, 1800 Diagonal Lending LLC converted $38,250 of the principal amount owed under the July 7, 2025 promissory note into 67 shares of common stock.
On January 16, 2026, the Company issued Streeterville 176 shares of common stock pursuant to an exchange agreement at a per share price of $653.80.
On January 22, 2026, the Company issued Streeterville 3,505 shares of common stock pursuant to certain Note Exchange agreements at a per share price of $637.60.
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On January 26, 2026, the Company issued Streeterville 18 shares of common stock pursuant to an exchange agreement at a per share price of $437.40.
On February 5, 2026, the Company issued Streeterville 127 shares of common stock pursuant to certain Note Exchange agreements at a per share price of $2,600.
On February 13, 2026, the Company issued Streeterville 693 shares of common stock pursuant to certain Note Exchange agreements at a per share price of $582.80.
On February 18, 2026, the Company issued Streeterville 325 shares of common stock pursuant to certain Note Exchange agreements at a per share price of $400.
On February 25, 2026, the Company issued Streeterville 1,225 shares of common stock pursuant to five exchanges of 490 shares of Series E Preferred Stock.
On March 23, 2026, the Company effectuated a 1-for-100 reverse stock split of its outstanding shares of common stock.
On March 23, 2026, holders of 9,000 shares of Series D Convertible Preferred Stock converted such shares into 45,000 shares of common stock.
On March 24, 2026, the Company issued 18,000 shares of Series D Convertible Preferred Stock to a strategic advisor for services to be rendered pursuant to a strategic advisory agreement for the period from March 24, 2026 through March 31, 2028.
On March 24, 2026, the Company issued 98,000 shares of Series D Convertible Preferred Stock to Agile pursuant to an Exchange and Settlement Agreement.
On March 27, 2026, a holder of 450 shares of Series D Convertible Preferred Stock converted such shares into 2,250 shares of common stock.
On March 30, 2026, we entered into an agreement to purchase two additional primary sponsorships for the 2026 NHRA Tony Stewart Racing Nitro team racing season. The price for the sale/transfer was $400,000 and was paid through the issuance of 53,334 shares of our Series D Convertible Preferred Stock.
On March 23, 2026, the Company effectuated a 1-for-100 reverse stock split. On April 6, 2026, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 3,218,299 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.
Subsequent Issuances of Securities After the Quarter Ended March 31, 2026
On April 13, 2026, two holders of 66,448 shares of Series D Convertible Preferred Stock converted such shares into 332,240 shares of common stock.
On April 17, 2026, two holders of 69,750 shares of Series D Convertible Preferred Stock converted such shares into 348,750 shares of common stock.
On April 27, 2026, seven holders of 183,553 shares of Series D Convertible Preferred Stock converted such shares into 917,765 shares of common stock.
On April 28, 2026, SCC, pursuant to the Settlement Agreement and Stipulation dated as of October 28, 2025, as amended, requested the issuance of 200,000 shares of Common Stock to SCC, representing a payment of approximately $75,000.
On April 28, 2026, the Company issued Streeterville 405,000 shares of common stock pursuant to two exchanges of 445.5 shares of Series E Preferred Stock at a per share price of $1.10.
On April 29, 2026, the Company issued Streeterville 202,702 shares of common stock pursuant to an exchange of 490 shares of Series E Preferred Stock at a per share price of $0.592.
On April 30, 2026, the Company issued Streeterville 816,299 shares of common stock pursuant to three exchanges of 323.5 shares of Series E Preferred Stock at a per share price of $0.396.
On April 30, 2026, 1800 Diagonal Lending LLC converted $50,000 of the principal amount owed under the October 14, 2025 promissory note into 170,882 shares of common stock at aper share price of $0.2926.
On April 30, 2026, 1800 Diagonal Lending LLC converted $55,645 of the remaining principal amount owed under the October 14, 2025 promissory note into 185,483 shares of common stock at aper share price of $0.30.
On May 1, 2026, the Company issued Streeterville 542,902 shares of common stock pursuant to two exchanges of 205 shares of Series E Preferred Stock at a per share price of $0.378.
On May 4, 2026, the Company issued Streeterville 534,375 shares of common stock pursuant to two exchanges of 171 shares of Series E Preferred Stock at a per share price of $0.32.
On May 5, 2026, the Company issued Streeterville 1,020,832 shares of common stock pursuant to four exchanges of 245 shares of Series E Preferred Stock at a per share price of $0.24.
On May 5, 2026, the Company issued Streeterville 262,500 shares of common stock pursuant to a Note Exchange agreement at a per share price of $0.24.
On May 6, 2026, the Company issued Streeterville 2,790,436 shares of common stock pursuant to certain Note Exchange agreements at a per share price of $0.272.
On May 11, 2026, the Company issued Streeterville 541,957 shares of common stock pursuant to certain Note Exchange agreements at a per share price of $0.1716.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), Section 3(a)(10) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the quarter ended March 31, 2026.
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Item 3 – Defaults upon Senior Securities
The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses from operations and cash flow difficulties. The Company’s accumulated deficit was ($106,385,187) as of March 31, 2026 and ($99,411,489) as of December 31, 2025. The Company has experienced cash flow restraints and has missed payments due under several financing agreements. To date, the majority of lenders have been working with the Company towards amenable solutions to remedy any issues related to such agreements.
The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability. The Company had previously had an effective Reg. A+ offering seeking to raise approximately $20.0 million; however, due to the termination of its prior PCAOB accountants and the requirement to re-audit its financial statements for the past two years for inclusion in the Reg. A+ offering documents the Company is unable to access any capital under the offering and the offering expired. The Company anticipates filing a new Reg. A+ offering in 2026.
Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. Most of the Company’s current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for it to enter into new debt agreements. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Item 4 – Mine Safety Disclosures
Not applicable.
Item 5 – Other Information
Nasdaq Hearings Panel Decision
On February 4, 2026, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2) (the “Rule”). While companies are typically afforded a 180-calendar-day compliance period to comply with the Rule, the Staff concluded that the Company was not eligible for the compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact that the Company effected four reverse stock splits since October of 2024, specifically a 1-for-9 reverse stock split on October 2, 2024, a 1-for-25 reverse stock split on March 31, 2025 , a 1-for-20 reverse stock split on October 3, 2025, and a 1-for-20 reverse stock split on February 2, 2026, resulting in a cumulative ratio of 1-for-90,000. Listing Rule 5810(c)(3)(A) states in part, “if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.” As a result of non-compliance with the Rule, the Staff determined to delist the Company’s securities (common stock (“AREB”) and publicly traded warrants (“AREBW”)) from The Nasdaq Capital Market at the opening of business on February 13, 2026, unless the Company was to request an appeal of the determination by February 11, 2026. On February 11, 2026, the Company requested a hearing and appeal the Staff’s delisting determination. The filing of the hearing request resulted in a stay of any suspension or delisting action pending the conclusion of the hearing process. The Nasdaq appeal hearing was held on March 24, 2026. On March 23, 2026, the Company effectuated a 1-for-100 reverse stock split, which resulted in the Company failing to comply with the minimum 500,000 publicly held shares requirement for continued inclusion set forth in Nasdaq Listing Rule 5550(a)(4). The Company’s common stock was halted from trading pending compliance with the minimum publicly held share rule through April 27, 2026.
On May 12, 2026, the Company received notice from the Nasdaq appeal panel denying the Company’s request to continue its listing on Nasdaq. Trading in the Company’s securities will be suspended at the open of trading on May 13, 2026. The Company may appeal the decision to the Nasdaq Listing and Hearing Review Council within 15 days of the date of the notice. As of the date of this report, the Company has not determined whether or not it will appeal the decision.
Streeterville June 2025 Note Exchange Agreement
On May 11, 2026, the Company entered into two Exchange Agreements (the “Note Exchanges”) with Streeterville. The Company previously entered into that certain Secured Promissory Note (the “Note”), with an original issuance date of June 26, 2025 in the principal amount of $5,470,000. Pursuant to the Note Exchanges, the Company and Streeterville agreed to partition new Secured Promissory Notes in the original principal amount of $93,000 (the “Partitioned Notes”) from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balances of the Partitioned Notes. Concurrently, the Partitioned Notes were exchanged for 541,947 shares of the Company’s common stock.
The form of Note Exchange was identical for each exchange except for the Partitioned Note amounts and number of shares converted thereunder.
The foregoing description of the Note Exchanges are not a complete description of all of the parties’ rights and obligations under the Note Exchanges, and are qualified in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2026.
Streeterville Capital Funds Release
As previously disclosed, on June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. On the Closing Date, Streeterville paid $375,000.00 to the Company and $4,625,000.00 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On May 10, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank to release $250,000 from the DACA to the Company.
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Item 6 – Exhibits
| Exhibit No. | Description | |
| 2.1 | Stock Purchase Agreement, dated June 8, 2016, by and among CubeScape, Inc., American Rebel, Inc., and certain individual named therein (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed June 15, 2016) | |
| 2.2 | Champion Safe Co., Inc. Stock Membership Interest Purchase Agreement dated June 29, 2022 (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed July 6, 2022) | |
| 3.1 | Second Amended and Restated Articles of Incorporation effective January 22, 2022 (Incorporated by reference to Exhibit 3.4 to Form 10-K, filed March 31, 2022) | |
| 3.2 | Amended and Restated Bylaws of American Rebel Holdings, Inc. effective as of February 9, 2022 (Incorporated by reference to Exhibit 3.1 to Form 8-K, filed February 15, 2022) | |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Articles effectuating 1-for-25 Reverse Stock Split (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on June 26, 2023) | |
| 3.4 | Certificate of Amendment to the Second Amended and Restated Articles effectuating 1-for-9 Reverse Stock Split (Incorporation by reference to Exhibit 3.1 to Form 8-K filed on September 27, 2024) | |
| 3.5 | Certificate of Amendment to Second Amended and Restated Articles of Incorporation to be effective on March 31, 2025 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 28, 2025) | |
| 3.6 | ARH Sub Operating Guidelines (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on July 3, 2025) | |
| 3.7 | Certificate of Amendment to Second Amended and Restated Articles of Incorporation to be effective on October 3, 2025 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on September 23, 2025) | |
| 3.8 | Certificate of Amendment to Second Amended and Restated Articles of Incorporation to be effective on February 2, 2026 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on January 22, 2026) | |
| 4.1 | Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 24, 2020) | |
| 4.2 | Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 3, 2021) | |
| 4.3 | Amended Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 28, 2021) | |
| 4.4 | Warrant Agency Agreement with Action Stock Transfer dated February 9, 2022 (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed February 10, 2022) | |
| 4.5 | Armistice Form of New Warrant A (Incorporated by reference to Exhibit 4.1 to Form 8-K/A, filed on September 8, 2023) | |
| 4.6 | Armistice Form of New Warrant B (Incorporated by reference to Exhibit 4.2 to Form 8-K/A, filed on September 8, 2023) | |
| 4.7 | Amended and Restated Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed on November 6, 2023) | |
| 4.8 | Certificate of Designation of Series C Preferred Stock (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 6, 2023) | |
| 4.9 | Certificate of Designation of Series D Convertible Preferred Stock dated May 10, 2024 (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 16, 2024) | |
| 4.10 | Form of Prefunded Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 10, 2025) | |
| 4.11 | Form of Series A Warrant (Incorporated by reference to Exhibit 4.2 to Form 8-K filed on April 10, 2025) | |
| 4.12 | Form of Series B Warrant (Incorporated by reference to Exhibit 4.3 to Form 8-K filed on April 10, 2025) | |
| 4.13 | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.4 to Form 8-K filed on April 10, 2025) | |
| 4.14 | Streeterville Capital OID Note dated June 26, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed July 3, 2025) | |
| 4.15 | Certificate of Designation of Series E Preferred Stock dated August 22, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed August 26, 2025) | |
| 4.16 | Streeterville Capital Exchange Note dated September 10, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed September 12, 2025) | |
| 4.17 | Streeterville Capital Warrant dated September 10, 2025 (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed September 12, 2025) | |
| 4.18 | Amended Certificate of Designation of Series D Convertible Preferred Stock dated September 24, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed September 25, 2025) | |
| 4.19 | Amended and Restated Certificate of Designation of Series E Preferred Stock dated March 29, 2026 (Incorporated by reference to Exhibit 4.20 to Form 10-K, filed March 31, 2026) | |
| 10.1† | Ross Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed March 5, 2021) | |
| 10.2† | Grau Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10. 2 to Form 8-K, filed March 5, 2021) | |
| 10.3† | 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed March 5, 2021) | |
| 10.4† | Ross Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.42 to Form 10-K, filed May 17, 2021) | |
| 10.5† | Grau Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.43 to Form 10-K, filed May 17, 2021) | |
| 10.6 | Armistice Form of Warrant (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 28, 2023) | |
| 10.7 | Master Brewing Agreement dated August 9, 2023 (Incorporated by reference to Exhibit 10.16 to Form 10-Q filed on August 14, 2023) | |
| 10.8† | Lambrecht Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 24, 2023) | |
| 10.9† | Ross Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on November 24, 2023) | |
| 10.10† | Grau Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on November 24, 2023) |
| 47 |
| 10.11 | Sinks Promissory Note dated June 28, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated July 2, 2024) | |
| 10.12 | $213,715 OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 15, 2025) | |
| 10.13 | Agile Lending Subordinated Business Loan and Security Agreement (Incorporated by reference to Exhibit 10.56 to Form 10-K filed on April 9, 2025) | |
| 10.14 | Alumni Capital Amendment to Securities Purchase Agreement dated December 31, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 6, 2025) | |
| 10.15 | Silverback Capital Settlement Agreement and Stipulation dated December 26, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 13, 2025) | |
| 10.16 | $617,100 OID Note 1 dated January 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 13, 2025) | |
| 10.17 | $123,420 OID Note 2 dated January 10, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated January 13, 2025) | |
| 10.18 | 1800 Diagonal Note dated February 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 14, 2025) | |
| 10.19 | 1800 Diagonal Securities Purchase Agreement dated February 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated February 14, 2025) | |
| 10.20 | Amendment to Purchase and Exchange Agreement dated February 19, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 21, 2025) | |
| 10.21 | 1800 Diagonal Note dated March 3, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated March 5, 2025) | |
| 10.22 | 1800 Diagonal Securities Purchase Agreement dated March 3, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated March 5, 2025) | |
| 10.23 | Shelor Motor Mile Tony Stewart Two Primary Sponsorships Purchase Agreement dated March 26, 2027 (Incorporated by reference to Exhibit 10.66 to Form 10-K filed on April 9, 2025) | |
| 10.24 | 2025 Stock Incentive Plan dated April 2, 2025 (Incorporated by reference to Exhibit 10.67 to Form 10-K filed on April 9, 2025) | |
| 10.25 | Silverback Capital Second Settlement Agreement and Stipulation dated April 2, 2025 (Incorporated by reference to Exhibit 10.68 to Form 10-K filed on April 9, 2025) | |
| 10.26 | OID Note Conversion Agreement dated April 4, 2025 (Incorporated by reference to Exhibit 10.69 to Form 10-K filed on April 9, 2025) | |
| 10.27 | 1800 Diagonal Note dated April 7, 2025 (Incorporated by reference to Exhibit 10.70 to Form 10-K filed on April 9, 2025) | |
| 10.28 | 1800 Diagonal Securities Purchase Agreement dated April 7, 2025 (Incorporated by reference to Exhibit 10.71 to Form 10-K filed on April 9, 2025) | |
| 10.29 | Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 10, 2025) | |
| 10.30 | Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 10, 2025) | |
| 10.31 | 1800 Diagonal Note dated April 10, 2025 Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 14, 2025) | |
| 10.32 | 1800 Diagonal Securities Purchase Agreement dated April 10, 2025 Incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 14, 2025) | |
| 10.33 | Form of OID Note dated May 27, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 30, 2025) | |
| 10.34 | Bank of America Forbearance Agreement dated May 30, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed June 11, 2025) | |
| 10.35 | Streeterville Capital Note Purchase Agreement dated June 26, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed July 3, 2025) | |
| 10.36 | Streeterville Capital DACA dated June 26, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed July 3, 2025) | |
| 10.37 | Streeterville Capital Guaranty dated June 26, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed July 3, 2025) | |
| 10.38 | Streeterville Capital Pledge Agreement dated June 26, 2025 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed July 3, 2025) | |
| 10.39 | 1800 Note dated July 7, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed July 14, 2025) | |
| 10.40 | 1800 Securities Purchase Agreement dated July 7, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed July 14, 2025) | |
| 10.41 | Boot Note dated July 7, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed July 14, 2025) | |
| 10.42 | Boot Securities Purchase Agreement dated July 7, 2025 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed July 14, 2025) | |
| 10.43 | OID Note dated July 31, 2025 (Incorporated by reference to Exhibit 10.80 to Form 10-Q filed August 13, 2025) | |
| 10.44 | Agile Capital Funding Securities Exchange Agreement dated August 15, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed August 21, 2025) | |
| 10.45 | Note Purchase Agreement dated August 22, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed August 26, 2025) | |
| 10.46 | 1800 Diagonal Note dated August 25, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K/A filed August 28, 2025) | |
| 10.47 | 1800 Diagonal Securities Purchase Agreement dated August 25, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K/A filed August 28, 2025) | |
| 10.48 | FMW Consulting Services Agreement dated August 28, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed September 8, 2025) | |
| 10.49 | Streeterville Capital Global Amendment dated September 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed September 12, 2025) | |
| 10.50 | Streeterville Capital Exchange Agreement dated September 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed September 12, 2025) |
| 48 |
| 10.51 | Streeterville Capital Guaranty dated September 10, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed September 12, 2025) | |
| 10.52 | Streeterville Capital Security Agreement dated September 10, 2025 (Incorporated by reference to Exhibit 10.4 to Form 8-K, filed September 12, 2025) | |
| 10.53 | Streeterville Capital Pledge Agreement dated September 10, 2025 (Incorporated by reference to Exhibit 10.5 to Form 8-K, filed September 12, 2025) | |
| 10.54 | 218 LLC Mutual Termination Agreement dated September 15, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed September 15, 2025) | |
| 10.55 | 218 LLC Membership Interest Purchase Agreement dated September 15, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed September 15, 2025) | |
| 10.56 | 218 LLC Promissory Note dated September 15, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed September 15, 2025) | |
| 10.57 | RAEK Minority Membership Interest Purchase Agreement dated September 30, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed October 3, 2025) | |
| 10.58 | Horberg Securities Purchase Agreement dated October 1, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed October 3, 2025) | |
| 10.59 | 1800 Diagonal Note dated October 14, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed October 17, 2025) | |
| 10.60 | 1800 Diagonal Securities Purchase Agreement dated October 14, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed October 17, 2025) | |
| 10.61 | Silverback Capital Settlement Agreement and Stipulation dated October 28, 2025 (Incorporated by reference to Exhibit 10.98 to Form 10-Q, filed November 10, 2025) | |
| 10.62 | Agile Capital Funding Subordinated Business Loan and Security Agreement dated December 4, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed December 12, 2025) | |
| 10.63 | 1800 Note dated December 15, 2025 (Incorporated by references to Exhibit 10.1 to Form 8-K, filed December 23, 2025) | |
| 10.64 | 1800 Securities Purchase Agreement dated December 15, 2025 (Incorporated by references to Exhibit 10.2 to Form 8-K, filed December 23, 2025) | |
| 10.65 | Boot Note dated December 15, 2025 (Incorporated by references to Exhibit 10.3 to Form 8-K, filed December 23, 2025) | |
| 10.66 | Boot Securities Purchase Agreement dated December 15, 2025 (Incorporated by references to Exhibit 10.4 to Form 8-K, filed December 23, 2025) | |
| 10.67 | RAEK Data Option Exercise Notice dated December 26, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed January 5, 2026) | |
| 10.68 | True Speed Enterprises Sponsorship Agreement dated December 31, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed January 5, 2026) | |
| 10.69 | Amended and Restated 2025 Stock Incentive Plan dated December 31, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed January 5, 2026) | |
| 10.70 | Streeterville Exchange Agreement dated January 6, 2026 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed January 13, 2026) | |
| 10.71 | Streeterville Second Exchange Agreement dated January 13, 2026 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed January 13, 2026) | |
| 10.72 | SB Capital Amendment to Settlement Agreement and Stipulation dated January 7, 2026 (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed January 13, 2026) | |
| 10.73 | Agile Exchange and Settlement Agreement dated January 12, 2026 (Incorporated by reference to Exhibit 10.4 to Form 8-K, filed January 13, 2026) | |
| 10.74† | Amendment No.1 to Lambrecht Employment Agreement dated January 8, 2026 (Incorporated by reference to Exhibit 10.5 to Form 8-K, filed January 13, 2026) | |
| 10.75† | Porter Rescission Agreement dated January 9, 2026 (Incorporated by reference to Exhibit 10.6 to Form 8-K, filed January 13, 2026) | |
| 10.76 | 1800 Diagonal Note dated January 15, 2026 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 22, 2026) | |
| 10.77 | 1800 Diagonal Securities Purchase Agreement dated January 15, 2026 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 22, 2026) | |
| 10.78 | Streeterville Exchange Agreement #3 dated January 16, 2026 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on January 22, 2026) | |
| 10.79 | SB Capital Amendment to Settlement Agreement and Stipulation #2 dated January 20, 2026 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on January 22, 2026) | |
| 10.80 | Form of Streeterville Exchange Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 29, 2026) | |
| 10.81 | Form of Streeterville Series E Preferred Exchange Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 6, 2026) | |
| 10.82 | 1800 Diagonal Note dated March 9, 2026 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 17, 2026) | |
| 10.83 | 1800 Diagonal Securities Purchase Agreement dated March 9, 2026 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 17, 2026) | |
| 10.84 | Registration Rights Agreement dated March 12, 2026 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on March 17, 2026) | |
| 10.85 | 218 LLC Purchase and Exchange Agreement dated March 19, 2026 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 27, 2026) | |
| 10.86 | Agile Exchange and Settlement Agreement dated March 24, 2026 (Incorporated by reference to Exhibit 10.86 to Form 10-K filed on March 31, 2026) | |
| 10.87 | Tony Stewart Two Primary Sponsorships Purchase Agreement dated March 30, 2026 (Incorporated by reference to Exhibit 10.87 to Form 10-K filed on March 31, 2026) | |
| 10.88 | Form of Streeterville Series E Preferred Exchange Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 29, 2026) | |
| 10.89 | OID Note dated April 10, 2026 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 29, 2026) | |
| 14.1 | Code of Ethics (Incorporated by reference to Exhibit 14.1 to Form S-1/A, filed February 3, 2022) | |
| 14.2 | Whistleblower Policy (Incorporated by reference to Exhibit 14.2 to Form 10-K filed on April 12, 2024) | |
| 31.1# | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2# | Certification of Interim Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1#** | Certification of Chief Executive Officer and Interim Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 97.1 | Executive Compensation Recovery Policy (Incorporated by reference to Form 10-K/A filed on April 30, 2025) | |
| 99.1# | Nasdaq delisting press release dated May 12, 2026 | |
| 101.INS# | Inline XBRL Instance Document | |
| 101.SCH*** | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB# | Inline XBRL Taxonomy Extension Labels Linkbase | |
| 101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# Filed herewith.
† Indicates management contract or compensatory plan or arrangement.
** Furnished herewith.
*** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| 49 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 13, 2026
| AMERICAN REBEL HOLDINGS, INC. | ||||
| (Registrant) | ||||
| By: | /s/ Charles A. Ross, Jr. | By: | /s/ Darin Fielding | |
| Charles A. Ross, Jr., CEO | Darin Fielding | |||
| (Principal Executive Officer) | President (Interim Principal Accounting Officer) | |||
| 50 |