AMERICAN REBEL HOLDINGS INC SEC Filings

American Rebel Holdings entered into multiple financing and restructuring transactions involving debt and equity. A new Securities Purchase Agreement with 1800 Diagonal Lending provides a $124,200 promissory note carrying an original issue discount and fees that yield $100,000 in cash, with scheduled repayments totaling $147,487. On default, the note becomes immediately due at a premium, with default interest up to 22% and a right for 1800 to convert unpaid principal into stock at a 25% discount, subject to a 4.99% ownership cap.

With Streeterville Capital, the company partitioned a prior $5,470,000 secured note into new notes of $175,000 and $155,000, then exchanged those for 652,254 and 1,000,000 shares, reducing the original note’s balance. The disclosure also details a separate $6,235,000 secured convertible note held by Streeterville, bearing 10% interest, secured by subsidiary guarantees, a deposit account control agreement, and restrictive covenants on additional financings.

An Exchange and Settlement Agreement with Agile Capital Funding converts all amounts due under a prior $787,500 loan into 1,069,710 shares at $0.1725 per share, fully satisfying that obligation. Additional unregistered issuances include stock to an executive upon preferred share conversion, debt-for-equity exchanges with Streeterville and Agile, payments in shares to Silverback Capital, and a conversion by 1800 Diagonal Lending of $40,000 of principal into 352,035 shares, all claimed as exempt private offerings.

American Rebel Holdings, Inc. entered into new financing and debt-for-equity arrangements. The company borrowed $152,950 from 1800 Diagonal Lending, LLC under a promissory note with net proceeds of $125,000 after a $19,950 original issue discount and $8,000 in fees, with scheduled repayments totaling $181,628 through September 2027.

Upon an event of default, the note becomes immediately due at 150% of outstanding amounts and may be convertible into restricted common stock at a 25% discount to market, subject to a 4.99% ownership cap. Separately, the company and Streeterville Capital, LLC exchanged portions of a prior $5,470,000 secured note for three new partitioned notes, which were then swapped for 546,601, 745,784 and 762,745 common shares at per-share prices of $0.1427, $0.1542 and $0.2491, respectively, in unregistered transactions relying on Section 4(a)(2) and Regulation D.

American Rebel Holdings, Inc. entered into two high-cost short-term financing arrangements and completed several debt and preferred stock exchanges into common stock. On June 9, 2026, it issued a fifteen‑month promissory note to Quick Capital, LLC with gross principal of $155,294.12, an original issue discount and fees that yielded $132,000 in proceeds and a one‑time 18.75% guaranteed interest, payable in fifteen monthly installments of $12,294.12.

On June 12, 2026, the company issued a $124,200 promissory note to 1800 Diagonal Lending, LLC, receiving $100,000 and agreeing to repay $147,487.00 through ten payments, with default provisions allowing conversion into discounted common stock. Both notes cap each lender’s ownership at 4.99% and require the company to reserve multiple times the shares potentially issuable on conversion.

The company also exchanged 105 shares of Series E Preferred Stock for 1,129,031 common shares valued at $105,000, and partitioned $159,000 from a prior secured note into new notes that were concurrently exchanged for 1,340,640 common shares. Additional conversions by 1800 under a prior note resulted in issuances of 355,050, 976,389 and 387,254 shares at prices around $0.0563 per share, contributing to further equity dilution.

American Rebel Holdings, Inc. reported a deeper net loss for the three months ended March 31, 2026 while carrying a heavy debt load and a working capital deficit. Revenue was $1,985,191 compared with $2,511,324 a year earlier, and cost of goods sold exceeded revenue, producing a negative gross margin of $394,045.

Total operating expenses rose to $3,749,027 from $3,255,473, driving an operating loss of $4,143,072. Including $1,345,882 of interest expense and a $903,573 loss on debt extinguishment, net loss reached $6,854,231 versus $5,059,256 in the prior-year quarter.

At March 31, 2026, the company held total assets of $30,724,380, including $14,233,758 of property and equipment and $2,350,294 of cash, cash equivalents and restricted cash. Total liabilities were $23,538,582, with $15,280,182 in working capital loans and an overall working capital deficit of $16,697,295.

Management discloses substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, high-cost debt and reliance on external financing. The company also received notice that its request to continue listing on Nasdaq was denied, and trading in its securities was scheduled to be suspended on May 13, 2026.

American Rebel Holdings, Inc. disclosed a series of exchange transactions with Streeterville that convert preferred stock and portions of a secured note into common stock. Between April 30 and May 6, 2026, Streeterville received several blocks of shares at prices ranging from $0.24 to $0.396 per share.

The exchanges covered 323.5 shares of Series E Preferred Stock on April 30 and additional Series E shares through May 5, plus partitioned portions of a $5,470,000 secured promissory note into new notes that were also swapped for common stock. On April 30 and May 5, 2026, Streeterville and ARH Sub jointly instructed Lakeside Bank to release a total of $500,000 from a controlled deposit account to the Company. As of May 8, 2026, American Rebel had 10,521,333 shares of common stock issued and outstanding, excluding 1,724,262 shares remaining to be issued to Streeterville.

American Rebel Holdings entered into a $270,000 original-issue-discount promissory note, receiving $189,000 in cash and owing a single $270,000 payment by April 6, 2028, plus a $10,000 monitoring fee. The note carries 105%–130% payoff provisions in default and a 135% premium if prepaid, and may be convertible by mutual agreement into Series D Convertible Preferred Stock at $7.50 per share, with each preferred share convertible into five common shares, subject to a 4.99% ownership cap.

The company agreed to reserve 36,000 Series D preferred shares and 180,000 related common shares. It also exchanged 445.5 and 120 shares of Series E Preferred Stock with Streeterville for 405,000 and 202,702 common shares, respectively, and reported multiple Series D preferred conversions into common. Additional common shares were issued to Silverback Capital Corporation and Streeterville, and total common stock outstanding is now 5,655,420 shares. The company highlighted Nasdaq’s resumption of trading after a halt tied to Publicly Held Shares and bid-price deficiencies, noting a recent 1-for-100 reverse stock split and a 3,218,299-share issuance to CEDE & Co. to address Nasdaq’s Publicly Held Shares requirement. Management also reported strong American Rebel Light Beer sales at the 2026 NHRA Gatornationals, where the brand outsold every other beer at the track by 40%.

American Rebel Holdings, Inc. filed an Amendment No. 1 to its Annual Report for the year ended December 31, 2025. The amendment’s sole purpose is to add a link to Exhibit 97.1, the Executive Compensation Recovery Policy, which was inadvertently omitted from the original filing.

The company states that no financial statements or other disclosures from the original report are being changed or updated, and the amendment does not reflect any events after the original filing date. New certifications under Section 302 of the Sarbanes-Oxley Act are included, with certain paragraphs omitted because no financial statements are presented. Section 906 certifications are not included in this amendment.

The aggregate market value of voting and non-voting common equity held by non-affiliates was $8,647,718.94 as of June 30, 2025 based on a closing price of $504.00 per share, and 233,366 common shares were outstanding as of March 30, 2026.

American Rebel Holdings, Inc. (AREB) informs stockholders that holders of Series A Convertible Preferred Stock and Common Stock executed a written consent on April 8, 2026 approving an amendment to authorize a reverse stock split of common stock at a ratio of up to 1-for-250. The Board may file the Certificate of Amendment to effect the Reverse Stock Split on or after May 11, 2026 and has discretion to choose the final ratio and timing within twelve months.

The action was approved by holders controlling 123,412,013 votes attributable to Series A Preferred and 13 shares of Common Stock, producing a total of 126,863,665 voting shares for purposes of this consent. As of April 8, 2026, American Rebel had 3,451,665 shares of Common Stock issued and outstanding. The company disclosed it received a Nasdaq notice for failing to maintain a $1.00 minimum bid price; the company appealed and a hearing was held on March 24, 2026, with results pending.

American Rebel Holdings, Inc. reports actions tied to its recent reverse stock split and Nasdaq listing compliance. On March 23, 2026, the company completed a 1-for-100 reverse stock split. On April 6, 2026, it issued 3,218,299 shares of common stock to CEDE & Co. to round fractional positions into whole shares, leaving 3,451,665 common shares issued and outstanding. These shares were issued in unregistered transactions relying on Section 4(a)(2) and/or Regulation D, and are characterized as restricted securities.

The company also describes Nasdaq’s additional deficiency letter following the reverse split, which noted an estimated 247,279 publicly held shares, below the 500,000 Publicly Held Shares requirement in Listing Rule 5550(a)(4). Nasdaq placed the stock in a Qualification Halt on March 23, 2026, to remain at least until the Publicly Held Shares requirement is met. The company states that the April 6 issuance is believed to cure this specific deficiency, although compliance with the minimum $1 bid price must still be maintained for 10 consecutive business days after any cure.