American Rebel (AREB) takes on new notes and converts debt into millions of shares
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
American Rebel Holdings, Inc. entered into two high-cost short-term financing arrangements and completed several debt and preferred stock exchanges into common stock. On June 9, 2026, it issued a fifteen‑month promissory note to Quick Capital, LLC with gross principal of $155,294.12, an original issue discount and fees that yielded $132,000 in proceeds and a one‑time 18.75% guaranteed interest, payable in fifteen monthly installments of $12,294.12.
On June 12, 2026, the company issued a $124,200 promissory note to 1800 Diagonal Lending, LLC, receiving $100,000 and agreeing to repay $147,487.00 through ten payments, with default provisions allowing conversion into discounted common stock. Both notes cap each lender’s ownership at 4.99% and require the company to reserve multiple times the shares potentially issuable on conversion.
The company also exchanged 105 shares of Series E Preferred Stock for 1,129,031 common shares valued at $105,000, and partitioned $159,000 from a prior secured note into new notes that were concurrently exchanged for 1,340,640 common shares. Additional conversions by 1800 under a prior note resulted in issuances of 355,050, 976,389 and 387,254 shares at prices around $0.0563 per share, contributing to further equity dilution.
Positive
- None.
Negative
- None.
8-K Event Classification
4 items: 1.01, 2.03, 3.02, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Quick Capital note principal: $155,294.12
Quick Capital net proceeds: $132,000
Guaranteed interest rate: 18.75%
+5 more
8 metrics
Quick Capital note principal
$155,294.12
Gross principal amount of June 9, 2026 promissory note
Quick Capital net proceeds
$132,000
Net loan proceeds after discount and $7,000 fees
Guaranteed interest rate
18.75%
One-time interest charge on Quick Capital note
Quick Capital monthly payment
$12,294.12
Fifteen equal payments from July 9, 2026 to September 9, 2027
1800 Diagonal note principal
$124,200
Promissory note issued June 12, 2026
1800 Diagonal net proceeds
$100,000
After $16,200 original issue discount and $8,000 fees
1800 total payback
$147,487.00
Total of ten scheduled payments under 1800 Diagonal note
Streeterville Series E exchange
1,129,031 shares for $105,000
Common shares issued for 105 Series E Preferred shares
Key Terms
original issue discount, Event of Default, piggy-back registration rights, restricted securities, +2 more
6 terms
original issue discount financial
"An original issue discount of $23,294.12 and Lender legal fees of $7,000.00 were applied"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Event of Default financial
"Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
piggy-back registration rights financial
"The Company granted the Lender piggy-back registration rights on the shares of common stock issuable"
A piggy-back registration right is a shareholder’s ability to include their shares in a company’s planned public offering so they can sell alongside the company. Think of it as hitching a ride on a bus the company already hired: it gives holders easier access to buyers and greater liquidity without the company having to arrange a separate sale. For investors this matters because it can make shares easier to sell but may increase the number of shares offered at once, which can affect the market price.
restricted securities regulatory
"All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3)"
Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.
Regulation D regulatory
"were exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities Act"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Section 4(a)(2) regulatory
"were exempt from registration pursuant to Section 4(a)(2), and/or Regulation D of the Securities Act"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What new financing did American Rebel (AREB) arrange in June 2026?
American Rebel arranged two promissory notes: a $155,294.12 note with Quick Capital and a $124,200 note with 1800 Diagonal. Net proceeds were $132,000 and $100,000, providing short-term working capital and general corporate funding.
What are the key terms of American Rebel’s Quick Capital note?
The Quick Capital note has gross principal of $155,294.12, net proceeds of $132,000, and a one-time 18.75% guaranteed interest. It is repaid in fifteen equal payments of $12,294.12 from July 9, 2026 to September 9, 2027, with default-based conversion rights into common stock.
How will American Rebel repay the 1800 Diagonal Lending note?
The $124,200 1800 Diagonal note, yielding $100,000 in proceeds, is repayable through ten scheduled payments totaling $147,487.00. A large initial payment is due December 15, 2026, followed by nine equal monthly payments from January to September 2027.
What equity exchanges did Streeterville complete with American Rebel (AREB)?
Streeterville exchanged 105 shares of Series E Preferred Stock for 1,129,031 common shares valued at $105,000. It also exchanged partitioned secured notes totaling $159,000 for 1,340,640 common shares, restructuring portions of earlier financing into equity.
What ownership limits apply to American Rebel’s new convertible notes?
Both Quick Capital and 1800 Diagonal agreed not to receive more than 4.99% of American Rebel’s outstanding common stock through conversions. The company must reserve shares, including multiples of those potentially issuable, to satisfy possible conversion obligations.