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.
American Rebel Holdings, Inc. filed an update describing new debt exchanges, multiple share issuances, a reverse stock split, and a limited-edition beer launch. The company agreed with Streeterville Capital to partition secured promissory notes totaling $330,070, which were exchanged for 253,900 common shares, reducing the balance of an original $5,470,000 note.
Between January 30 and February 5, 2026, several holders converted OID and Series D Convertible Preferred Stock into common shares and requested additional stock issuances, while the company completed a 1-for-20 reverse stock split. After these transactions, 3,581,352 common shares were outstanding. Separately, American Rebel announced a limited-edition American Rebel Light Beer “Patriot Pack” to honor the United States’ 250th birthday, scheduled for availability from mid-May through October 2026.
American Rebel Holdings, Inc. is registering up to 1,656,210 shares of common stock for resale by existing holders, all issuable upon conversion of Series D Convertible Preferred Stock. The company is not selling shares itself and will receive no proceeds; all sale proceeds go to the selling stockholders.
The registered shares arise from prior issuances for services, debt conversion and an acquisition. Common stock outstanding was 7,966,021 shares as of the offering summary, and would be 9,622,231 shares if all registered shares are issued. Three insiders hold Series A preferred stock with super‑voting rights equal to about 94% of stockholder votes and high conversion ratios into common shares.
American Rebel designs and sells safes, personal security products, apparel and “American Rebel Light” beer, marketed as a patriotic, better-for-you light lager. The filing highlights an accumulated deficit, material weaknesses in internal control, prior financial restatements, Nasdaq listing compliance history, potential dilution from financings and significant business risks, including competition, supply chain challenges and execution of its beer expansion strategy.
American Rebel Holdings detailed several capital structure moves, including debt-for-equity exchanges and a reverse stock split to support its Nasdaq listing. The company partitioned Secured Promissory Notes with original principal amounts totaling $2,234,400 and exchanged them for 7,008,773 common shares, plus another $7,617.54 note exchanged for 34,831 shares with Streeterville Capital.
It also issued 450,000 and 470,000 common shares to Silverback Capital Corporation under a settlement agreement. Separately, shareholders approved, and the board set, a 1‑for‑20 reverse stock split of common stock, effective at 12:00 a.m. Eastern on February 2, 2026, aimed at meeting Nasdaq’s $1.00 minimum bid price requirement. Existing preferred stock terms and relative ownership percentages remain largely unchanged aside from rounding adjustments.
American Rebel Holdings entered into several financing and capital structure transactions. It borrowed $181,700 from 1800 Diagonal Lending at an original issue discount and fees, receiving net proceeds of $150,000, with scheduled repayments totaling $215,768 through April 2027. If the company defaults, the lender can demand 150% of the outstanding balance and may convert the note into common stock at a 25% discount, capped at a 4.99% ownership limit.
The company also exchanged a partitioned secured note of $115,000 with Streeterville Capital for 351,789 common shares and recorded multiple additional note conversions into common stock, including issuances of 133,333, 100,000, 132,031, 157,330, 351,789 and 382,000 shares to its financing partners. Separately, the board approved a 1‑for‑20 reverse stock split of common shares, effective at 12:00 a.m. Eastern Time on February 2, 2026, intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement while largely preserving proportional ownership and voting power.