American Rebel Holdings, Inc. filed a Form S-1 covering the resale of up to 1,656,210 shares of common stock by existing holders. These shares are issuable upon conversion of Series D Convertible Preferred Stock that was previously granted for services, debt conversion and an acquisition of membership interests. The company is not selling any shares in this transaction and will receive no proceeds, though it will cover registration expenses.
Common stock outstanding was 7,966,021 shares before this resale and would be 9,622,231 shares if all registered shares are issued. American Rebel designs and sells branded safes, personal security products and apparel and is expanding into beverages through American Rebel Light Beer, produced under a brewing agreement.
The filing highlights an accumulated deficit, prior financial restatements, identified material weaknesses in internal control, extensive Nasdaq compliance history and significant potential dilution. Control is concentrated through super-voting Series A Preferred Stock, which carries about 94% of stockholder voting power.
American Rebel Holdings, Inc. reports a series of debt-for-equity and settlement transactions, equity grants, and press releases. The company exchanged portions of a prior $5,470,000 secured promissory note with Streeterville Capital for 197,122 and 282,485 common shares tied to partitioned notes of $100,000 and $125,000. It also amended a settlement with Silverback Capital to lower the conversion floor price to $0.51 per share.
Under an exchange and settlement agreement, a $787,500 term loan with Agile Capital Funding was settled for 30,240 shares of Series D Convertible Preferred Stock valued at $7.50 per share. Multiple lenders, including Boot Capital and 1800 Diagonal Lending, converted promissory note principal into common stock, while various unregistered issuances relied on Securities Act exemptions. The COO’s annual salary was raised to $352,000, a prior restricted stock award for an affiliate president was rescinded and replaced with a new 100-share fully vested grant, and several business and capital-structure press releases were furnished.
American Rebel Holdings CEO Charles A. Ross Jr., who also serves as a director, acquired 73,439 shares of Series D Convertible Preferred Stock on December 31, 2025. Each preferred share is valued at $7.50 and was issued under the company's Amended and Restated 2025 Stock Incentive Plan as payment for $550,791.96 in accrued bonuses and other owed amounts.
Each preferred share is convertible into 5 shares of common stock, corresponding to 367,195 shares of common stock underlying the grant at an effective conversion price of $1.50 per common share. The filing states there is no expiration date for the Series D Convertible Preferred Stock, and Ross holds these derivative securities directly.
American Rebel Holdings disclosed that President and COO Corey Lambrecht received an award of 69,381 shares of Series D Convertible Preferred Stock on December 31, 2025. Each preferred share is valued at $7.50 and is convertible into 5 shares of common stock, representing up to 346,905 common shares if fully converted.
The Series D shares were issued in payment of $520,351.28 of accrued bonuses, other owed amounts and board member fees, rather than cash. The preferred stock and its underlying common shares were reserved under the company’s Amended and Restated 2025 Stock Incentive Plan, and the Series D Convertible Preferred Stock has no expiration date.
American Rebel Holdings disclosed several transactions involving its Series D Convertible Preferred Stock and strategic agreements. The company exercised an option on December 26, 2025 to buy additional membership interests in RAEK Data, LLC, increasing its fully diluted ownership by 2.0% for a purchase price of $1,000,000, paid in 133,334 Series D Preferred shares with a stated value of $7.50 per share.
Effective December 31, 2025, American Rebel entered into an exclusive beer-category sponsorship agreement with True Speed Enterprises, owned by Tony Stewart, for a fee of $750,007.50, paid in 100,001 Series D Preferred shares, with the sponsorship running through December 31, 2026. The company agreed to file a Form S-1 to register the resale of common stock underlying the Series D Preferred issued in this relationship.
The board also approved an Amended and Restated 2025 Stock Incentive Plan capping issuances under the plan at 1,250,000 common shares, including shares issuable upon conversion of currently outstanding preferred stock issued for services. On December 31, 2025, the company issued or authorized multiple unregistered Series D Preferred share issuances to RAEK, True Speed entities, a former president, and several executives and directors in exchange for sponsorship value, accrued debt, bonuses, fees, and loan interest.
American Rebel Holdings has obtained written consent from holders of a majority of its voting power to approve a reverse stock split of its common stock at a ratio of up to 1-for-25, together with an amendment to its articles of incorporation.
The board can choose the exact ratio and timing within twelve months and intends to use the split primarily to raise the share price to meet the Nasdaq Capital Market minimum bid requirement of $1.00 per share and help maintain the listing.
The split will not change the par value of the stock, fractional shares will be rounded up to whole shares, and preferred stock voting and conversion terms, including the high-vote Series A preferred, will remain unchanged, increasing the number of authorized but unissued common shares available for future use.
American Rebel Holdings entered into a subordinated working capital term loan of $787,500 to finance inventory for its Champion Safe subsidiary. The loan requires weekly payments of $40,500 starting December 18, 2025, for total repayment of $1,134,000 by June 25, 2026, and included a $37,500 administrative fee plus a 5% default interest premium.
The lender received a second-lien secured promissory note that, on or after June 4, 2026, can be converted into common stock at $1.02 per share, with 2,893,010 shares reserved for potential issuance, which could increase the share count if conversion occurs. The company states this arrangement fits within a permitted working capital exception under its existing Streeterville Capital financing, so no additional consent was required, and funds were received on December 11, 2025.
American Rebel Holdings, Inc. (AREB) reported that a Nasdaq Hearings Panel has confirmed the company is now in compliance with Nasdaq Listing Rule 5550(b)(1), which sets the minimum stockholders’ equity requirement for continued listing. The confirmation triggers a mandatory one-year monitoring period beginning November 21, 2025, during which any new failure to meet this equity rule would lead Nasdaq Staff to issue an immediate Delist Determination Letter, without further cure or compliance time, though the company could request a new hearing.
The company cautions that statements about continued compliance, maintaining or enhancing stockholders’ equity, and its growth and operating outlook for 2026 and beyond are forward-looking and subject to risks and uncertainties. American Rebel also disclosed that, effective November 21, 2025, it moved its principal executive office to 218 3rd Avenue North, #400, Nashville, Tennessee 37210.
American Rebel Holdings, Inc. has filed an amended Form S-1 registering up to 15,119,681 shares of common stock for resale by existing selling stockholders. These shares consist mainly of stock issuable upon conversion of Series D Convertible Preferred Stock and a warrant, plus a small number of already outstanding shares.
The company is not selling shares itself and will not receive proceeds from stockholder resales, other than up to approximately $1,687,500 in cash if the related warrants are exercised. American Rebel positions itself as a patriotic lifestyle brand built around U.S.-made safes, personal security products, apparel, and its American Rebel Light Beer.
The filing highlights continued net losses and an accumulated deficit of $93,513,226 as of September 30, 2025, material weaknesses in internal control that led to prior restatements, significant potential dilution from preferred stock and financing activities, and super-voting Series A Preferred Stock that concentrates control with management, as well as ongoing Nasdaq listing compliance risks.
American Rebel Holdings (AREB) filed its Q3 2025 report, showing continued losses and higher leverage alongside a large asset purchase. Q3 revenue was $1.88M (vs. $2.34M a year ago), with a quarterly net loss of $5.23M. For the nine months, revenue was $7.23M (vs. $9.64M) and net loss was $28.43M.
Total assets rose to $31.74M (from $10.01M at year-end) driven by acquiring a Nashville commercial building; property and equipment net reached $14.29M. Liabilities increased to $28.37M, including $19.20M in working capital loans (vs. $4.94M). Cash and restricted cash were $3.35M, with $2.62M restricted.
The company disclosed a going concern uncertainty, citing a working capital deficit of $17.65M and accumulated deficit of $93.51M as of September 30, 2025. The filing notes 2024 quarterly comparatives include adjustments and should not be relied upon. Safes comprised 90.0% of Q3 revenue, beverages 5.0%. Shares outstanding were 6,136,970 as of November 7, 2025.