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American Rebel (NASDAQ: AREB) takes new loan and converts Streeterville debt into equity

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(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

American Rebel Holdings, Inc. entered into new financing and debt-for-equity arrangements. The company borrowed $152,950 from 1800 Diagonal Lending, LLC under a promissory note with net proceeds of $125,000 after a $19,950 original issue discount and $8,000 in fees, with scheduled repayments totaling $181,628 through September 2027.

Upon an event of default, the note becomes immediately due at 150% of outstanding amounts and may be convertible into restricted common stock at a 25% discount to market, subject to a 4.99% ownership cap. Separately, the company and Streeterville Capital, LLC exchanged portions of a prior $5,470,000 secured note for three new partitioned notes, which were then swapped for 546,601, 745,784 and 762,745 common shares at per-share prices of $0.1427, $0.1542 and $0.2491, respectively, in unregistered transactions relying on Section 4(a)(2) and Regulation D.

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Insights

AREB adds high-cost note financing and converts part of prior debt into equity.

American Rebel Holdings arranged a $152,950 promissory note with 1800 Diagonal Lending that yields $125,000 in cash but requires total payments of $181,628. The difference reflects the original issue discount, fees, and interest embedded in the payment schedule.

The note includes strong default protections for the lender, including a 150% default payoff formula, a 22% default interest rate and potential stock conversion at a 25% market discount, limited by a 4.99% ownership cap. These terms increase potential costs to shareholders if a default occurs.

Separately, the company and Streeterville Capital partitioned three smaller secured notes from an existing $5,470,000 obligation and exchanged them for a total of over 2 million common shares at specified prices. This reduces secured debt while issuing restricted equity, altering leverage and share count under private-offering exemptions.

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.
Promissory note principal $152,950 Principal amount of 1800 Diagonal note
Net loan proceeds $125,000 Cash received after discount and fees
Total scheduled payback $181,628.00 Aggregate payments due to 1800 Diagonal
Default interest rate 22% per annum Interest on amounts in default
Streeterville original secured note $5,470,000 Principal amount dated June 26, 2025
Partitioned note amounts $78,000; $115,000; $190,000 Three new secured promissory notes
Shares issued in exchanges 546,601; 745,784; 762,745 shares Common stock to Streeterville Capital
Per-share exchange prices $0.1427; $0.1542; $0.2491 Prices for Streeterville share issuances
original issue discount financial
"An original issue discount of $19,950 and fees of $8,000 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.
restricted shares of common stock financial
"1800 may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock"
Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.
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.
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.
Rule 144(a)(3) regulatory
"restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act"
A provision of U.S. securities rules that creates a limited, regulated shortcut for reselling restricted shares obtained in private placements: it lets a broker-dealer facilitate a sale on behalf of a non‑affiliate seller without the seller having to meet all the usual resale conditions, as long as certain representations and procedural steps are followed. Investors care because it can create a quicker, clearer path to liquidity for previously locked-up securities, which can affect share supply and pricing.
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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) June 18, 2026

 

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41267   47-3892903

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

218 3rd Avenue North, #400

Nashville, Tennessee

  

 

37201

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (833) 267-3235

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   AREB   The Nasdaq Stock Market LLC
Common Stock Purchase Warrants   AREBW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

1800 Diagonal Note

 

On June 23, 2026, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC (“1800”), pursuant to which 1800 made a loan to the Company, evidenced by a promissory note in the principal amount of $152,950 (the “Note”). An original issue discount of $19,950 and fees of $8,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $125,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in fifteen payments as follows:

 

Payment Date  Amount of Payment 
July 30, 2026  $15,135.67 
August 30, 2026  $15,135.67 
September 30, 2026  $15,135.67 
October 30, 2026  $15,135.67 
November 30, 2026  $15,135.67 
December 30, 2026  $15,135.67 
January 30, 2027  $10,090.44 
February 28, 2027  $10,090.44 
March 30, 2027  $10,090.44 
April 30, 2027  $10,090.44 
May 30, 2027   10,090.44 
June 30, 2027   10,090.44 
July 30, 2027   10,090.44 
August 30, 2027   10,090.44 
September 30, 2027   10,090.44 

 

(a total payback to 1800 of $181,628.00).

 

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to 1800, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to 1800 pursuant to the conversion rights referenced below.

 

Only upon an occurrence of an event of default under the Note, 1800 may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. 1800 agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.

 

The foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement, copies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.

 

2

 

 

Streeterville June 2025 Note Exchange Agreements

 

On June 18, 22 and 25, 2026, the Company entered into Exchange Agreements (the “Note Exchanges”) with Streeterville Capital, LLC. 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 three new Secured Promissory Notes in the original principal amount of $78,000, $115,000 and $190,000 (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 546,601, 745,784 and 762,745 shares, respectively, 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 descriptions 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.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On June 18, 2026, the Company issued Streeterville 546,601 shares of common stock pursuant to the Note Exchange set forth in Item 1.01 above at a per share price of $0.1427.

 

On June 22, 2026, the Company issued Streeterville 745,784 shares of common stock pursuant to the Note Exchange set forth in Item 1.01 above at a per share price of $0.1542.

 

On June 25, 2026, the Company issued Streeterville 762,745 shares of common stock pursuant to the Note Exchange set forth in Item 1.01 above at a per share price of $0.2491.

 

All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
     
10.1   1800 Diagonal Note dated June 23, 2026
10.2   1800 Diagonal Securities Purchase Agreement dated June 23, 2026
104   Cover Page Interactive Data File

 

3

 

 

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 hereunto duly authorized.

 

  AMERICAN REBEL HOLDINGS, INC.
     
Date: July 2, 2026 By: /s/ Charles A. Ross, Jr.
    Charles A. Ross, Jr.
    Chief Executive Officer

 

4

 

Source: View Original Filing on SEC EDGAR

FAQ

What new financing did American Rebel Holdings (AREB) obtain from 1800 Diagonal Lending?

American Rebel Holdings received a $152,950 promissory note from 1800 Diagonal Lending, providing $125,000 in net proceeds after a $19,950 original issue discount and $8,000 in fees. The company must repay $181,628 over 15 scheduled payments through September 2027.

How does the default provision work on AREB’s 1800 Diagonal promissory note?

If an event of default occurs, the note becomes immediately due at 150% of outstanding principal plus accrued interest and any default interest at 22% per annum. 1800 Diagonal may then convert unpaid principal into restricted common stock at a 25% discount to market, subject to conditions.

What debt did American Rebel Holdings (AREB) restructure with Streeterville Capital?

AREB previously issued a secured promissory note to Streeterville Capital with a $5,470,000 principal amount. Under new exchange agreements, three partitioned notes of $78,000, $115,000 and $190,000 were carved out, reducing the original note’s balance by the same initial amounts.

How many AREB shares were issued to Streeterville Capital and at what prices?

The company issued 546,601, 745,784 and 762,745 common shares to Streeterville Capital in three exchanges. The per-share prices were $0.1427, $0.1542 and $0.2491, respectively, in connection with the partitioned note exchanges described in the filing.

Were the new AREB securities issued to Streeterville Capital registered with the SEC?

The common shares issued to Streeterville Capital were unregistered and relied on exemptions under Section 4(a)(2) and/or Regulation D. They are characterized as restricted securities under Rule 144(a)(3), carry restrictive legends, and cannot be freely resold absent registration or a valid exemption.

What ownership limitation applies to stock conversions under the 1800 Diagonal note for AREB?

Upon a qualifying default, 1800 Diagonal may convert unpaid principal into restricted common stock at a 25% discount to market. However, it agreed not to receive more than 4.99% of American Rebel’s total outstanding common stock through such conversions at any time.

Filing Exhibits & Attachments

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