American Rebel Holdings, Inc. filed Amendment No. 2 to its Form S-1. The update is administrative and was made solely to remove Exhibit 23.1, which was erroneously filed. The company states that all other information included in the prior amendment remains unchanged.
The registration statement specifies that any sale of securities may occur from time to time after the registration becomes effective.
American Rebel Holdings (AREB) received a conditional Nasdaq extension. A Nasdaq Hearings Panel granted continued listing, provided the company demonstrates compliance with the Equity Rule by November 15, 2025.
To meet the condition, the company must file a public disclosure describing the transactions used to achieve compliance and indicate its equity position, which may include a balance sheet not older than 60 days with pro forma adjustments for significant events. The Panel requires prompt notice of any developments that could affect these terms. If the company does not satisfy the conditions by the deadline, its securities may be delisted from Nasdaq.
American Rebel Holdings (AREB) entered into a new financing and reported recent equity actions. On October 14, the company executed a Securities Purchase Agreement with 1800 Diagonal Lending, LLC for a promissory note with a principal amount of $183,280. After an original issue discount of $25,280 and $8,000 in fees, the company received net proceeds of $158,000. The note is scheduled to be repaid across fifteen payments through January 15, 2027, for a total payback of $217,645. Upon an event of default, the lender may convert at a 25% discount to market, subject to a 4.99% beneficial ownership cap; default interest is 22% per annum.
On October 3, the company completed a 1-for-20 reverse stock split and issued 4,053,452 shares to CEDE & Co. for round-lot adjustments. Conversions of Series D Convertible Preferred Stock on October 3, 6, and 10 resulted in additional common stock issuances. The company reports 5,421,049 common shares outstanding.
American Rebel Holdings, Inc. filed an S-1 registration statement that contains offering‑level summaries, ownership tables and limited financial metrics. The company reported a net tangible book value per share of $(0.46) as of June 30, 2025, and a pro forma net tangible book value per share of $0.15 after the offering. The ownership table shows concentrated insider holdings: one holder listed at 40.62% post‑offering and another at 19.66% post‑offering. The filing discloses a recent corporate action: a 1-for-20 reverse stock split effected on October 3, 2025. The document also lists routine issuance and filing activity, accounting fees of $20,000, and legal fees bringing a subtotal to $91,862. Several exhibits and prior SEC filings are referenced but detailed financial statements or forward guidance are not included in the excerpt provided.
American Rebel Holdings, Inc. filed a Form 8-K reporting material agreements and a corporate action communication. The filing lists three exhibits: a RAEK Minority Membership Interest Purchase Agreement dated September 30, 2025, a Horberg Securities Purchase Agreement dated October 1, 2025, and a Reverse Stock Split Press Release #2 dated October 2, 2025. The cover section shows the routine solicitation/pre‑commencement checkboxes are unchecked. The report is signed by Charles A. Ross, Jr. on October 3, 2025. No financial amounts, deal terms, or forward guidance are disclosed in the provided text.
Charles A. Ross, Jr., Chief Executive Officer and Director of American Rebel Holdings Inc. (AREB), reported a sale of common stock on 09/30/2025. The filing shows he disposed of 175,000 shares at an average price of $0.9426 per share, generating total aggregate proceeds of $164,961.93. After the reported transaction, he beneficially owns 100 shares. The Form 4 was signed 10/01/2025 and is a single-person filing.
Corey Lambrecht, a director and the company's President/COO, reported a sale of common stock in American Rebel Holdings, Inc. (AREB). The Form 4 discloses a sale of 165,049 shares at an average price of $0.97, generating total proceeds of $166,287. After the reported transaction the filing shows the reporting person beneficially owned 10,051 shares directly. The disclosure records the transaction date as 09/30/2025 and is submitted on the required Form 4.
American Rebel Holdings, Inc. reported that on September 25, 2025 it authorized the issuance of a total of 350,000 shares of common stock upon the conversion of Series A Convertible Preferred Stock held by two senior executives. The Company issued 175,000 common shares to Chairman and CEO Charles A. Ross, Jr. and 175,000 common shares to President, COO and director Corey Lambrecht, each in exchange for 350 shares of Series A Convertible Preferred Stock.
The common shares are being issued as unregistered securities in reliance on the private offering exemption in Section 4(a)(2) of the Securities Act of 1933, as amended. The Company states that the recipients are accredited investors with the experience and financial means to evaluate and bear the risks of their investment. The report also lists an exhibit referencing a press release titled “Bank of America Default Resolution” dated September 26, 2025.
American Rebel Holdings obtained written consent from majority voting stockholders to approve private placement transactions that may result in issuing up to 17,237,500 shares of common stock under Nasdaq Listing Rule 5635. No stockholder meeting will be held and no appraisal or dissenters’ rights are available.
The consents ratify a $5,470,000 secured note and related amendment with Streeterville Capital, including an exchange into a $1,300,000 convertible note, a warrant for 225,000 Series D preferred shares, and covenants limiting other financings. They also approve a $14,100,000 acquisition of 218 LLC, owner of a Nashville commercial building, funded with Series D preferred stock and an $11,700,000 note that can be converted into preferred and then common stock.
Because the potential share issuance exceeds 20% of existing common stock or voting power, Nasdaq rules required prior stockholder approval, which was obtained via written consent from holders controlling approximately 74.11% of voting power.
Corey Lambrecht, President and COO and a director of American Rebel Holdings, reported converting 350 shares of Series A Convertible Preferred Stock into 175,000 shares of common stock on 09/25/2025 at a stated price of $0.001 per share. After the conversion, Mr. Lambrecht beneficially owned 175,100 shares of common stock and 24,200 shares of Series A Convertible Preferred Stock, held directly. The Form 4 was signed 09/29/2025 and reflects an insider increasing common-stock holdings via conversion rather than an open-market purchase.