American Rebel Holdings, Inc. filings document the company's public-company capital structure, financing agreements, securities issuances, governance actions, and Nasdaq listing matters. Recent Form 8-K disclosures cover promissory notes, exchange agreements involving Series E Preferred Stock and debt, unregistered common stock issuances, and material agreements with financing counterparties.
The filing record also includes disclosures on the company's 1-for-100 reverse stock split, round-lot share rounding mechanics, common stock and publicly traded warrants, Nasdaq deficiency and trading-status communications, and S-1 registration-statement topics such as shareholder voting matters, risk factors, governance, and capital-structure disclosure.
American Rebel Holdings outlined a debt-for-equity move and serious Nasdaq listing risks following its 1-for-100 reverse stock split. The company exchanged $250,012.50 of an $11.7 million note for 33,335 common shares and allowed the investor to exchange up to an additional $250,000 of note principal into stock at $7.50 per share, capped at 4.99% beneficial ownership.
Nasdaq notified the company that, after the reverse split, publicly held shares were below the 500,000 threshold, providing an additional basis for delisting and triggering a Qualification Halt on trading that will remain until compliance is regained. As of March 23, 2026, American Rebel reports 227,554 common shares outstanding, including 45,000 shares issued upon conversion of 9,000 shares of Series D preferred stock, while it seeks relief from a Nasdaq Hearings Panel.
American Rebel Holdings is implementing a 1-for-100 reverse stock split of its common stock and publicly traded warrants, effective at 12:00 a.m. Eastern on March 23, 2026. Shares and warrants will begin trading on a split-adjusted basis that day, with common stock continuing under “AREB” and warrants under “AREBW.”
The split is intended to increase the share price to support Nasdaq’s $1.00 minimum bid requirement ahead of a Nasdaq delisting hearing scheduled for March 24, 2026. Fractional shares will be rounded up, and holders of at least 100 pre-split shares are protected from falling below 100 post-split. The move reduces outstanding common shares from about 24.8 million to roughly 247,988, excluding additional rounding shares, while authorized share counts and preferred stock terms largely remain unchanged.
American Rebel Holdings entered into a new financing deal and completed a private stock sale. The company borrowed $124,200 via a promissory note that generated $100,000 in net proceeds after an original issue discount and fees, with scheduled repayments totaling $147,487.00 through June 2027. If the company defaults, the lender can demand 150% of the outstanding amount and may convert the note into discounted common stock, capped at 4.99% ownership. Separately, on March 12, 2026, American Rebel sold 70,000 shares of Series D Convertible Preferred Stock at $7.50 per share for cash proceeds of $525,000, with 350,000 common shares underlying the preferred. As of March 13, 2026, 24,798,798 common shares were outstanding.
American Rebel Holdings, Inc. reported new financing actions with Streeterville Capital on February 25, 2026. The company directed Lakeside Bank to release $250,000 from a controlled deposit account tied to a previously issued $5,470,000 secured promissory note, providing additional cash to the business.
On the same date, American Rebel and Streeterville executed five exchange agreements converting 490 shares of Series E Preferred Stock, previously issued under an August 2025 note purchase agreement, into 2,450,000 shares of common stock. These common shares were issued in a private, unregistered transaction relying on Section 4(a)(2) and/or Regulation D exemptions, and are restricted securities subject to resale limitations.
American Rebel Holdings, Inc. is furnishing an information statement describing stockholder approval by written consent to authorize a reverse stock split of its common stock at a ratio of up to 1-for-250. The Information Statement was mailed on March 2, 2026 to holders of record as of February 26, 2026, and the Board may file the amendment to effect the Reverse Stock Split on or after March 22, 2026.
The filing discloses 10,634,069 shares of common stock outstanding as of the Written Consent date and that Voting Stockholders holding a combined voting power of 123,412,509 votes (about 92.07% of total voting power) delivered consent on February 13, 2026. The Board says the Reverse Stock Split is intended primarily to increase the per-share trading price and respond to a February 4, 2026 Nasdaq notice regarding a sustained bid price below $1.00, and the Board has appealed the delisting determination.
American Rebel Holdings, Inc. reported several financing and strategic updates. The company and Streeterville Capital released $500,000 from a controlled deposit account and restructured a $5,470,000 secured note by carving out Partitioned Notes totaling $304,000 and $130,000, which were exchanged for 1,385,595 and 650,000 common shares, respectively. Holders of 260,001 shares of Series D Convertible Preferred Stock also converted into 1,300,005 common shares, all in unregistered transactions under Section 4(a)(2) and Regulation D, adding meaningful equity dilution.
The company highlighted growth of American Rebel Light Beer, including a new Missouri distribution partnership with Wil Fischer Distributing, broader multistate distribution, and a limited-edition 250th Anniversary Patriot Pack planned for spring 2026. The disclosures also reference a completed 1‑for‑20 reverse stock split on February 2, 2026, the company’s receipt of a Nasdaq delisting notice, and an upcoming appeal, while noting contingency planning for a potential move to OTC Markets if Nasdaq listing is not maintained.
American Rebel Holdings, Inc. is furnishing an information statement describing a Written Consent dated February 13, 2026 that approved a board-authorized reverse stock split of its common stock at a ratio of up to 1-for-250. The Written Consent was delivered by holders controlling 123,412,509 votes versus 10,634,069 shares outstanding for voting purposes, representing 92.07% of total voting power.
The split is intended to increase the per-share trading price and address Nasdaq minimum bid requirements after the company received a notice for failing to maintain a $1.00 minimum bid price; the board may implement the split at any time within 12 months and may decline to proceed. The amendment becomes effective upon filing with the Nevada Secretary of State after required waiting periods.
American Rebel Holdings obtained written consent from holders of Common Stock and Series A Convertible Preferred Stock with 123,412,509 votes, or 92.07% of total voting power, to approve an amendment authorizing a reverse stock split of its Common Stock at a ratio of up to 1-for-25. There were 10,634,069 shares of Common Stock outstanding as of the consent date, each with one vote, while each Series A Preferred share carries 1,000 votes. The Board may implement the split at any time within 12 months by filing an amendment in Nevada, at least 20 days after mailing this information statement, or may choose not to proceed.
The reverse split is intended primarily to raise the trading price of the stock and help maintain the Nasdaq Capital Market listing after the company received a delisting notice for failing to meet the $1.00 minimum bid requirement. The split will uniformly reduce outstanding Common Stock, avoid fractional shares through rounding up, leave par value and preferred stock conversion ratios unchanged, and increase the number of authorized but unissued Common shares available for future use, which could affect control dynamics. Stockholders are not being asked to vote and have no appraisal or dissenters’ rights.
American Rebel Holdings filed an 8-K detailing Nasdaq’s decision to delist its common stock and warrants after the shares traded below the $1.00 minimum bid price for 30 consecutive business days and the company conducted multiple reverse stock splits with a cumulative 1-for-90,000 ratio.
The board initially planned to transition to OTC Markets, but on February 11, 2026 formally appealed the Nasdaq delisting, which keeps AREB and AREBW trading on Nasdaq pending a hearing. The filing also notes the February 2, 2026 1-for-20 reverse split, conversion of 80,000 Series D preferred shares into 400,000 common shares, issuance of 5,868,547 common shares for round-lot rounding, and a total of 10,434,069 common shares outstanding. Embedded forward-looking statements highlight contingency plans for an OTC move, recent nine‑month 2025 revenue of $7,231,439, a net loss of $(28,427,026), a working capital deficit of $(17,650,023), and substantial doubt about the company’s ability to continue as a going concern.
American Rebel Holdings reports that Nasdaq has determined to delist its common stock (AREB) and warrants (AREBW) after the shares failed to maintain a minimum $1.00 bid price for 30 consecutive business days and the company completed multiple reverse stock splits, triggering ineligibility for a compliance period under Nasdaq rules. Unless a hearing request is filed by February 11, 2026, the securities are expected to be delisted at the open on February 13, 2026. The board has chosen not to request a hearing. The company expects its stock to be quoted on the OTCID market under AREB and plans to apply for trading on the OTCQB, though approval is not assured, which may materially affect trading price and volume.
Separately, the company reports several unregistered equity issuances. On February 5, 2026, holders converted 54,000 Series D Convertible Preferred shares into 270,000 common shares, and Silverback Capital Corporation (SCC) requested 273,000 common shares, representing approximately $229,814.20 under a settlement agreement. On February 6, 2026, 42,934 Series D shares converted into 214,670 common shares, and SCC requested 150,000 common shares for about $111,567.00. On February 9, 2026, 35,000 Series D shares converted into 175,000 common shares, and SCC requested 149,500 common shares for about $111,195.11. These issuances were made under Securities Act exemptions and result in additional common stock outstanding.