American Rebel takes $135K GS Capital convertible note

Accepted by SEC EDGAR 08/07/2026 - 02:45 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

American Rebel Holdings entered into a Securities Purchase Agreement with GS Capital Partners for a $135,000 Convertible Promissory Note that includes a $13,500 original issue discount, resulting in $121,500 of net proceeds to the company before approximately $5,000 in legal and other expenses. The note matures on July 13, 2027 and calls for seven equal principal installments of $22,178.57, beginning on the 181st day after the July 31, 2026 issue date and then every 30 days for six months.

The note is convertible into common stock at 75% of the lowest trading price during the five trading days before each conversion, and the company has reserved up to 3,701,799 shares for potential conversions. As a commitment fee, American Rebel issued 59,000 shares of common stock to GS Capital Partners at a stated value of $0.20 per share, and on August 6, 2026 Silverback Capital Corporation requested 500,000 shares of common stock representing a payment of approximately $65,700. The company states that these securities were issued or will be issued in private transactions relying on Section 4(a)(2) and/or Regulation D exemptions and are treated as restricted securities.

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, or exhibit attachments filed with this report.

Key Figures

Convertible Note Principal: $135,000 Original Issue Discount: $13,500 Net Proceeds: $121,500 +5 more

8 metrics

Convertible Note Principal $135,000 Original principal amount of GS Capital Partners Convertible Promissory Note

Original Issue Discount $13,500 Discount applied to the $135,000 convertible note

Net Proceeds $121,500 Net proceeds to the company before approximately $5,000 in expenses

Installment Amount $22,178.57 Amount of each of seven scheduled principal installments on the note

Commitment Fee Shares 59,000 shares Common shares issued to GS Capital Partners as a commitment fee

Commitment Fee Share Value $0.20 Stated per-share value for the 59,000 commitment fee shares

Conversion Reserve Shares 3,701,799 shares Common shares reserved for potential conversion of the note

Silverback Share Request 500,000 shares Shares requested by Silverback Capital Corporation for a payment of about $65,700

Key Terms

Convertible Promissory Note, original issue discount, Section 4(a)(2), Regulation D, +1 more

5 terms

Convertible Promissory Note financial

"the Company issued to the Investor a Convertible Promissory Note in the original principal"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"The Note bears an original issue discount of $13,500, resulting in net proceeds"

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.

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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did American Rebel Holdings (AREB) enter into on July 31, 2026?

American Rebel entered into a Securities Purchase Agreement with GS Capital Partners for a $135,000 Convertible Promissory Note. The note includes a $13,500 original issue discount, providing $121,500 in net proceeds before about $5,000 of related expenses.

What are the key terms of the GS Capital convertible note for AREB?

The note matures on July 13, 2027 and requires seven equal principal payments of $22,178.57 starting 181 days after July 31, 2026. It is convertible at 75% of the lowest trading price over the five trading days before each conversion.

How many American Rebel (AREB) shares are reserved for potential note conversions?

American Rebel has reserved up to 3,701,799 shares of common stock for potential conversion of the GS Capital convertible note. This reservation is intended to cover shares that may be issued under the 75% market-based conversion formula.

What unregistered equity issuances did American Rebel (AREB) disclose?

American Rebel issued 59,000 shares of common stock to GS Capital Partners at $0.20 per share as a commitment fee. In addition, Silverback Capital Corporation requested 500,000 shares of common stock representing a payment of approximately $65,700.

Under which securities law exemptions is AREB issuing these securities?

The company states that the securities were, or will be, issued under Section 4(a)(2) and/or Regulation D of the Securities Act, as transactions not involving a public offering. The shares are characterized as restricted securities under Rule 144(a)(3).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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) July 31, 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: None

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.

GS Capital SPA and Note

On July 31, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with GS Capital Partners, LLC (the “Investor”), pursuant to which the Company issued to the Investor a Convertible Promissory Note in the original principal amount of $135,000 (the “Note”).

The Note bears an original issue discount of $13,500, resulting in net proceeds of $121,500 to the Company before payment of approximately $5,000 in legal and other transaction-related expenses.

The Note matures on July 13, 2027, unless earlier converted or repaid in accordance with its terms. Principal payments shall be made in seven (7) installments, each in the amount of $22,178.57 commencing on the 181st day anniversary following the Issue Date (July 31, 2026) and continuing thereafter each thirty (30) days for six (6) months.

The Note is convertible into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price of the Company’s common stock during the five (5) trading days prior to the applicable conversion date, subject to adjustment as set forth in the Note.

In connection with the transaction, the Company agreed to issue 59,000 shares of its common stock to the Investor as a commitment fee for the Note.

The Company also agreed to reserve a sufficient number of shares of its common stock for issuance upon conversion of the Note, currently estimated at up to 3,701,799 shares.

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 August 6, 2026, Silverback Capital Corporation (“SCC”) requested the issuance of 500,000 shares of Common Stock to SCC, representing a payment of approximately $65,700.

On August 5, 2026, the Company issued GS Capital Partners 59,000 shares of common stock, valued at $0.20 per share, as a commitment fee for the Note set forth in Item 1.01 above.

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		GS Capital Securities Purchase Agreement dated July 31, 2026
10.2		GS Capital Note dated July 31, 2026
104		Cover Page Interactive Data File

2

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: August 7, 2026	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr.
		Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 84.2 KB
• EX-10.2 EX-10.2 147.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB