American Rebel Holdings (AREB) adds $135,000 note and new share issuances
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.
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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
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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).