American Rebel Holdings (AREB) swaps debt and preferred for shares
Rhea-AI Filing Summary
American Rebel Holdings, Inc. restructured portions of its debt and preferred equity in July 2026. It agreed with Streeterville Capital to carve out a $126,000 secured partitioned note from an earlier $5,470,000 note and exchange that portion for 700,000 common shares, and later directed release of $100,000 held under a Deposit Account Control Agreement.
With Horberg Enterprises, the company exchanged 6,800 Series D preferred shares for 51 Series E shares, representing $51,000, then converted those into 386,145 common shares valued at $0.1321 per share. Other transactions included note conversions by 1800 Diagonal Lending into 396,039 and 214,003 shares at $0.1136 per share and an issuance of 1,000,000 shares to Silverback Capital. The board also approved a Second Amended and Restated Certificate of Designations for the Series E Preferred Stock, filed on July 24, 2026. All share issuances were unregistered, private offerings relying on Section 4(a)(2) and Regulation D exemptions, and the securities are restricted.
Positive
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Negative
- None.
Filing Explained
The filing distinguishes Silverback’s request for 1,000,000 shares from completed issuances: it reports 700,000 shares issued to Streeterville and 386,145 to Horberg, but does not state Silverback’s shares were issued, while the confirmed issuances increase total share count and reduce existing holders’ percentage ownership.
8-K Event Classification
5 items: 1.01, 2.03, 3.02, 5.03, 9.01
5 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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Partitioned Note principal: $126,000
Shares to Streeterville: 700,000 shares
DACA funds released: $100,000
+5 more
8 metrics
Partitioned Note principal
$126,000
Original principal amount of secured partitioned note exchanged for common shares in July 2026
Shares to Streeterville
700,000 shares
Common stock issued to Streeterville Capital under the Note Exchange at $0.18 per share
DACA funds released
$100,000
Amount released from Deposit Account Control Agreement to the company on July 27, 2026
Series D converted
6,800 shares
Series D Convertible Preferred Stock exchanged for 51 Series E Preferred shares worth $51,000
Series E converted
386,145 shares
Common shares issued to Horberg when 51 Series E Preferred shares were exchanged
Diagonal note conversion 1
396,039 shares at $0.1136
Shares issued on July 21, 2026 for $44,990.03 of principal converted by 1800 Diagonal Lending
Diagonal note conversion 2
214,003 shares at $0.1136
Shares issued on July 23, 2026 for $24,310.74 of principal converted by 1800 Diagonal Lending
Silverback share issuance
1,000,000 shares
Common stock issued to Silverback Capital Corporation representing approximately $120,500
Key Terms
Exchange Agreement, Deposit Account Control Agreement, Series D Convertible Preferred Stock, Series E Preferred Stock, +2 more
6 terms
Exchange Agreement regulatory
"entered into an Exchange Agreement with Streeterville Capital, LLC"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Deposit Account Control Agreement financial
"funds were sent to an account to be held under a Deposit Account Control Agreement"
Series D Convertible Preferred Stock financial
"exchange and convert 6,800 shares of Series D Convertible Preferred Stock"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
Series E Preferred Stock financial
"Second Amended and Restated Certificate of Designations of Series E Preferred Stock"
Series E preferred stock is a specific class of company shares created in a later funding round that gives holders priority over common shareholders for payments and assets, often including a fixed dividend and special conversion or voting rights. Think of it as a VIP ticket that gets paid first and may convert into regular shares later; investors watch these terms because they affect potential returns, risk in a sale or bankruptcy, and control of the company.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities described several share issuances"
Regulation D regulatory
"issuances were exempt from registration under Section 4(a)(2) and Regulation D"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did American Rebel Holdings (AREB) agree with Streeterville Capital in July 2026?
American Rebel agreed with Streeterville Capital to partition a $126,000 secured note from a prior $5,470,000 note and exchange that portion for 700,000 common shares. They also jointly instructed release of $100,000 from a Deposit Account Control Agreement to the company.
What preferred stock exchanges did Horberg Enterprises complete with AREB?
Horberg first exchanged 6,800 Series D Convertible Preferred shares for 51 Series E Preferred shares, representing $51,000. It then exchanged those 51 Series E shares for 386,145 common shares valued at $0.1321 per share, converting preferred holdings into common equity.
What debt conversions to common stock did 1800 Diagonal Lending LLC make with AREB?
1800 Diagonal Lending converted $44,990.03 of note principal into 396,039 shares at $0.1136 per share on July 21, 2026. On July 23, it converted another $24,310.74 into 214,003 shares, also at $0.1136 per share, reducing principal owed.
What unregistered equity issuance did Silverback Capital Corporation receive from AREB?
Silverback Capital Corporation was issued 1,000,000 shares of American Rebel common stock, representing a payment of approximately $120,500. This issuance was conducted as an unregistered, private offering relying on Section 4(a)(2) and/or Regulation D exemptions from Securities Act registration.
What change did AREB's board approve for Series E Preferred Stock in July 2026?
The board approved a Second Amended and Restated Certificate of Designations for the Series E Preferred Stock on July 8, 2026. This revised certificate was filed with the Nevada Secretary of State on July 24, 2026 and is included as Exhibit 4.1.