[10-Q] American Rebel Holdings, Inc. Warrants Quarterly Earnings Report
American Rebel Holdings, Inc. reported consolidated assets of $15.03 million at June 30, 2025, up from $10.01 million at year-end 2024, driven largely by $4.625 million of restricted cash held under a Streeterville Capital arrangement. Cash and cash equivalents were $457,212, producing total cash, cash equivalents and restricted cash of $5.08 million.
Revenue for the six months ended June 30, 2025 was $5.35 million versus $7.30 million a year earlier, and the company recorded a net loss of $23.20 million for the six-month period, which includes a $12.32 million loss on debt extinguishment. Accumulated deficit totaled $88.28 million and working capital showed a deficit of $(4.64) million. The filing discloses a Bank of America forbearance and related litigation seeking approximately $1.91 million. Management states there is substantial doubt about the company’s ability to continue as a going concern.
American Rebel Holdings, Inc. ha registrato attività consolidate pari a $15.03 milioni al 30 giugno 2025, in aumento rispetto a $10.01 milioni alla chiusura del 2024, trainate in larga misura da $4.625 milioni di liquidità vincolata detenuti nell'ambito di un accordo con Streeterville Capital. La liquidità e gli equivalenti di cassa ammontavano a $457,212, portando il totale di liquidità, equivalenti di cassa e liquidità vincolata a $5.08 milioni.
I ricavi per i sei mesi terminati il 30 giugno 2025 sono stati $5.35 milioni rispetto a $7.30 milioni dell'anno precedente, e la società ha riportato una perdita netta di $23.20 milioni per il periodo semestrale, che include una perdita per estinzione del debito di $12.32 milioni. Il deficit accumulato ammontava a $88.28 milioni e il capitale circolante mostrava un deficit di $(4.64) milioni. Il deposito indica una forbearance di Bank of America e contenziosi correlati che richiedono circa $1.91 milioni. La direzione dichiara l'esistenza di sostanziali dubbi sulla capacità della società di continuare come impresa in funzionamento.
American Rebel Holdings, Inc. informó activos consolidados por $15.03 millones al 30 de junio de 2025, frente a $10.01 millones al cierre de 2024, impulsados en gran parte por $4.625 millones de efectivo restringido mantenidos bajo un acuerdo con Streeterville Capital. El efectivo y equivalentes de efectivo fueron $457,212, lo que dejó un total de efectivo, equivalentes y efectivo restringido de $5.08 millones.
Los ingresos para los seis meses terminados el 30 de junio de 2025 fueron $5.35 millones frente a $7.30 millones un año antes, y la compañía registró una pérdida neta de $23.20 millones para el periodo semestral, que incluye una pérdida por extinción de deuda de $12.32 millones. El déficit acumulado totalizó $88.28 millones y el capital de trabajo mostró un déficit de $(4.64) millones. El expediente revela una forbearance de Bank of America y litigios relacionados que reclaman aproximadamente $1.91 millones. La dirección señala que existen dudas sustanciales sobre la capacidad de la compañía para continuar como empresa en funcionamiento.
American Rebel Holdings, Inc.는 2025년 6월 30일 기준 연결자산이 $15.03백만으로, 2024년 연말의 $10.01백만에서 증가했으며, 이는 주로 Streeterville Capital과의 계약으로 보유 중인 $4.625백만의 제한된 현금에 의해 견인되었습니다. 현금 및 현금성자산은 $457,212였고, 현금·현금성자산 및 제한된 현금의 합계는 $5.08백만이었습니다.
2025년 6월 30일로 종료된 6개월 동안의 수익은 $5.35백만으로 전년 동기의 $7.30백만에 비해 감소했으며, 회사는 이 반기 동안 $23.20백만의 순손실을 기록했는데, 이에는 $12.32백만의 부채 소멸로 인한 손실이 포함되어 있습니다. 누적 적자는 $88.28백만에 이르렀고 운전자본은 $(4.64)백만의 적자를 보였습니다. 제출 서류는 Bank of America의 채무 유예(forbearance)와 약 $1.91백만을 청구하는 관련 소송을 공개하고 있습니다. 경영진은 회사의 계속기업으로서의 존속 능력에 대해 중대한 의문이 있다고 명시하고 있습니다.
American Rebel Holdings, Inc. a déclaré des actifs consolidés de $15.03 millions au 30 juin 2025, contre $10.01 millions à la fin de 2024, principalement en raison de $4.625 millions de liquidités restreintes détenues dans le cadre d'un accord avec Streeterville Capital. Les liquidités et équivalents de liquidités s'élevaient à $457,212, portant le total des liquidités, équivalents et liquidités restreintes à $5.08 millions.
Le chiffre d'affaires pour les six mois clos le 30 juin 2025 s'est élevé à $5.35 millions contre $7.30 millions un an plus tôt, et la société a enregistré une perte nette de $23.20 millions pour la période semestrielle, qui comprend une perte sur extinction de dette de $12.32 millions. Le déficit accumulé s'élevait à $88.28 millions et le fonds de roulement présentait un déficit de $(4.64) millions. Le dépôt révèle une forbearance de Bank of America et des litiges connexes réclamant environ $1.91 million. La direction indique qu'il existe un doute substantiel quant à la capacité de la société à poursuivre son activité en tant qu'entité en continuité d'exploitation.
American Rebel Holdings, Inc. meldete zum 30. Juni 2025 konsolidierte Vermögenswerte in Höhe von $15.03 Millionen, gegenüber $10.01 Millionen zum Jahresende 2024. Dies wurde hauptsächlich durch $4.625 Millionen an gesperrten Barmitteln begünstigt, die im Rahmen einer Vereinbarung mit Streeterville Capital gehalten werden. Zahlungsmittel und Zahlungsmitteläquivalente beliefen sich auf $457,212, womit sich Zahlungsmittel, Zahlungsmitteläquivalente und gesperrte Barmittel auf insgesamt $5.08 Millionen summierten.
Die Umsatzerlöse für die sechs Monate zum 30. Juni 2025 betrugen $5.35 Millionen gegenüber $7.30 Millionen im Vorjahr, und das Unternehmen verzeichnete einen Nettverlust von $23.20 Millionen für den Halbjahreszeitraum, der einen Verlust aus Schuldenablösung in Höhe von $12.32 Millionen umfasst. Das kumulierte Defizit belief sich auf $88.28 Millionen und das Working Capital wies ein Defizit von $(4.64) Millionen auf. Die Einreichung offenbart eine Forbearance von Bank of America und damit zusammenhängende Rechtsstreitigkeiten, die etwa $1.91 Millionen fordern. Das Management äußert erhebliche Zweifel an der Fähigkeit des Unternehmens, als Fortführungsunternehmen weiterzubestehen.
- Total assets increased to $15.03 million from $10.01 million at December 31, 2024, reflecting financing activity and restricted cash inflows
- $4.625 million restricted cash from the Streeterville Capital arrangement provides a designated liquidity buffer held under a deposit control agreement
- Net cash provided by financing activities of $8.20 million during the six months improved reported liquidity to $5.08 million total cash, cash equivalents and restricted cash
- Six-month net loss of $23,196,999 and accumulated deficit of $88,283,199 indicate continued unprofitability
- Large non-cash loss on debt extinguishment of $12,317,785 materially increased reported losses for the period
- Working capital deficit of $(4,637,940) and substantial doubt about the company’s ability to continue as a going concern
- Bank of America litigation and forbearance with a claim of approximately $1,906,742 and terminated access to prior LOC creates near-term legal and liquidity risk
- Extensive short-term, high-cost debt and conversion features (multiple promissory notes with OIDs, fees, and conversion rights) raise refinancing, interest and dilution risks
Insights
TL;DR: Large six-month loss, heavy non-cash debt extinguishment charges, and reliance on high-cost financing create substantial near-term financial risk.
Revenue declined year-over-year for the six-month period to $5.35 million while operating expenses and non-operating charges produced a six-month net loss of $23.20 million. A $12.32 million loss on debt extinguishment materially drove the period loss, and financing provided material cash inflows: net cash from financing activities was $8.20 million, producing total cash and restricted cash of $5.08 million. However, accrued interest rose and working capital remains negative at $(4.64) million. The Streeterville Capital note created $4.625 million in restricted cash but includes redemption and security features that could accelerate cash outflows. Overall impact: negative.
TL;DR: Multiple related-party loans, substantial stock conversions, reaudits and non-reliance disclosures raise governance and disclosure concerns.
Filing discloses numerous related-party advances, officer loan balances, and conversions of debt into equity (including Silverback and other lenders) that materially changed the capital structure during the period. The company dismissed its prior auditor and engaged a new firm to reaudits; comparative 2024 quarterly figures are noted as non-reliable for investors. Reverse stock splits and many conversion features tied to short-term notes increase potential dilution. These items are governance-relevant and affect shareholder rights and transparency. Impact: negative on governance and investor confidence.
American Rebel Holdings, Inc. ha registrato attività consolidate pari a $15.03 milioni al 30 giugno 2025, in aumento rispetto a $10.01 milioni alla chiusura del 2024, trainate in larga misura da $4.625 milioni di liquidità vincolata detenuti nell'ambito di un accordo con Streeterville Capital. La liquidità e gli equivalenti di cassa ammontavano a $457,212, portando il totale di liquidità, equivalenti di cassa e liquidità vincolata a $5.08 milioni.
I ricavi per i sei mesi terminati il 30 giugno 2025 sono stati $5.35 milioni rispetto a $7.30 milioni dell'anno precedente, e la società ha riportato una perdita netta di $23.20 milioni per il periodo semestrale, che include una perdita per estinzione del debito di $12.32 milioni. Il deficit accumulato ammontava a $88.28 milioni e il capitale circolante mostrava un deficit di $(4.64) milioni. Il deposito indica una forbearance di Bank of America e contenziosi correlati che richiedono circa $1.91 milioni. La direzione dichiara l'esistenza di sostanziali dubbi sulla capacità della società di continuare come impresa in funzionamento.
American Rebel Holdings, Inc. informó activos consolidados por $15.03 millones al 30 de junio de 2025, frente a $10.01 millones al cierre de 2024, impulsados en gran parte por $4.625 millones de efectivo restringido mantenidos bajo un acuerdo con Streeterville Capital. El efectivo y equivalentes de efectivo fueron $457,212, lo que dejó un total de efectivo, equivalentes y efectivo restringido de $5.08 millones.
Los ingresos para los seis meses terminados el 30 de junio de 2025 fueron $5.35 millones frente a $7.30 millones un año antes, y la compañía registró una pérdida neta de $23.20 millones para el periodo semestral, que incluye una pérdida por extinción de deuda de $12.32 millones. El déficit acumulado totalizó $88.28 millones y el capital de trabajo mostró un déficit de $(4.64) millones. El expediente revela una forbearance de Bank of America y litigios relacionados que reclaman aproximadamente $1.91 millones. La dirección señala que existen dudas sustanciales sobre la capacidad de la compañía para continuar como empresa en funcionamiento.
American Rebel Holdings, Inc.는 2025년 6월 30일 기준 연결자산이 $15.03백만으로, 2024년 연말의 $10.01백만에서 증가했으며, 이는 주로 Streeterville Capital과의 계약으로 보유 중인 $4.625백만의 제한된 현금에 의해 견인되었습니다. 현금 및 현금성자산은 $457,212였고, 현금·현금성자산 및 제한된 현금의 합계는 $5.08백만이었습니다.
2025년 6월 30일로 종료된 6개월 동안의 수익은 $5.35백만으로 전년 동기의 $7.30백만에 비해 감소했으며, 회사는 이 반기 동안 $23.20백만의 순손실을 기록했는데, 이에는 $12.32백만의 부채 소멸로 인한 손실이 포함되어 있습니다. 누적 적자는 $88.28백만에 이르렀고 운전자본은 $(4.64)백만의 적자를 보였습니다. 제출 서류는 Bank of America의 채무 유예(forbearance)와 약 $1.91백만을 청구하는 관련 소송을 공개하고 있습니다. 경영진은 회사의 계속기업으로서의 존속 능력에 대해 중대한 의문이 있다고 명시하고 있습니다.
American Rebel Holdings, Inc. a déclaré des actifs consolidés de $15.03 millions au 30 juin 2025, contre $10.01 millions à la fin de 2024, principalement en raison de $4.625 millions de liquidités restreintes détenues dans le cadre d'un accord avec Streeterville Capital. Les liquidités et équivalents de liquidités s'élevaient à $457,212, portant le total des liquidités, équivalents et liquidités restreintes à $5.08 millions.
Le chiffre d'affaires pour les six mois clos le 30 juin 2025 s'est élevé à $5.35 millions contre $7.30 millions un an plus tôt, et la société a enregistré une perte nette de $23.20 millions pour la période semestrielle, qui comprend une perte sur extinction de dette de $12.32 millions. Le déficit accumulé s'élevait à $88.28 millions et le fonds de roulement présentait un déficit de $(4.64) millions. Le dépôt révèle une forbearance de Bank of America et des litiges connexes réclamant environ $1.91 million. La direction indique qu'il existe un doute substantiel quant à la capacité de la société à poursuivre son activité en tant qu'entité en continuité d'exploitation.
American Rebel Holdings, Inc. meldete zum 30. Juni 2025 konsolidierte Vermögenswerte in Höhe von $15.03 Millionen, gegenüber $10.01 Millionen zum Jahresende 2024. Dies wurde hauptsächlich durch $4.625 Millionen an gesperrten Barmitteln begünstigt, die im Rahmen einer Vereinbarung mit Streeterville Capital gehalten werden. Zahlungsmittel und Zahlungsmitteläquivalente beliefen sich auf $457,212, womit sich Zahlungsmittel, Zahlungsmitteläquivalente und gesperrte Barmittel auf insgesamt $5.08 Millionen summierten.
Die Umsatzerlöse für die sechs Monate zum 30. Juni 2025 betrugen $5.35 Millionen gegenüber $7.30 Millionen im Vorjahr, und das Unternehmen verzeichnete einen Nettverlust von $23.20 Millionen für den Halbjahreszeitraum, der einen Verlust aus Schuldenablösung in Höhe von $12.32 Millionen umfasst. Das kumulierte Defizit belief sich auf $88.28 Millionen und das Working Capital wies ein Defizit von $(4.64) Millionen auf. Die Einreichung offenbart eine Forbearance von Bank of America und damit zusammenhängende Rechtsstreitigkeiten, die etwa $1.91 Millionen fordern. Das Management äußert erhebliche Zweifel an der Fähigkeit des Unternehmens, als Fortführungsunternehmen weiterzubestehen.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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AMERICAN REBEL HOLDINGS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
| Page No. | ||
| PART I. FINANCIAL INFORMATION | 3 | |
| Item 1. | Interim Consolidated Financial Statements (Unaudited) | 3 |
| Consolidated Balance Sheets of American Rebel Holdings, Inc. at June 30, 2025 (Unaudited) and December 31, 2024 (Audited) | 3 | |
| Consolidated Statements of Operations of American Rebel Holdings, Inc. for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) | 4 | |
| Consolidated Statements of Stockholders Equity (Deficit) of American Rebel Holdings, Inc. for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) | 5 | |
| Consolidated Statements of Cash Flows of American Rebel Holdings, Inc. for the Six Months Ended June 30, 2025 and 2024 (Unaudited) | 6 | |
| Notes to the Condensed Financial Statements (Unaudited) | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 41 |
| Item 4. | Controls and Procedures | 41 |
| PART II. OTHER INFORMATION | 42 | |
| Item 1. | Legal Proceedings | 42 |
| Item 1A. | Risk Factors | 42 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 43 |
| Item 3. | Defaults Upon Senior Securities | 46 |
| Item 4. | Mine Safety Disclosure | 47 |
| Item 5. | Other Information | 47 |
| Item 6. | Exhibits | 48 |
| Signatures | 52 | |
| 2 |
Part I. Financial Information
Item 1.- Interim Condensed Consolidated Financial Statements (Unaudited)
AMERICAN REBEL HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | - | |||||||
| Accounts receivable, net | ||||||||
| Prepaid expense | ||||||||
| Inventory | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, net | ||||||||
| OTHER ASSETS: | ||||||||
| Lease deposits and other | ||||||||
| Right-of-use lease assets | ||||||||
| Intangible assets, net | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and other payables | $ | $ | ||||||
| Accrued expense and other | ||||||||
| Accrued interest | ||||||||
| Deferred revenue | ||||||||
| Loan – Officers – related party | ||||||||
| Loans – Working capital, net | ||||||||
| Loan – Director – related party | ||||||||
| Loans | ||||||||
| Line of credit | ||||||||
| Right-of-use lease liability, current | ||||||||
| Total Current Liabilities | ||||||||
| Right-of-use lease liability, long-term | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock, $ | ||||||||
| Preferred Shares A | ||||||||
| Preferred Shares B | ||||||||
| Preferred Shares D | ||||||||
| Preferred Shares, value | ||||||||
| Common Stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See Notes to Financial Statements and Note 1 regarding non-reliance on financial information.
| 3 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross margin | ( | ) | ||||||||||||||
| Expenses: | ||||||||||||||||
| Consulting/payroll and other costs | ||||||||||||||||
| Compensation expense – officers – related party | - | - | ||||||||||||||
| Compensation expense – officers – deferred comp – related party | ||||||||||||||||
| Compensation expense | ||||||||||||||||
| Rental expense, warehousing, outlet expense | ||||||||||||||||
| Product development costs | ||||||||||||||||
| Marketing and brand development costs | ||||||||||||||||
| Administrative and other | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Gain/(loss) on sale of equipment | - | - | - | ( | ) | |||||||||||
| Other income | - | - | - | |||||||||||||
| Loss on debt extinguishment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on settlement of liability | ( | ) | - | ( | ) | - | ||||||||||
| Net income (loss) before income tax provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income tax | - | - | ||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted income (loss) per share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
See Notes to Financial Statements and Note 1 regarding non-reliance on financial information.
| 4 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025 AND 2024 (UNAUDITED)
| Common Stock | Common Stock Amount | Preferred Stock | Preferred Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||||||||
| For the Three Months Ended June 30, 2025 and 2024 | ||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Series A compensation expense | - | - | - | - | - | |||||||||||||||||||||||
| Issuance of Series D preferred stock and common stock for liabilities settlement | - | |||||||||||||||||||||||||||
| Issuance of Common stock in private placement | - | - | - | |||||||||||||||||||||||||
| Conversion of notes payable into Common Stock | - | - | - | |||||||||||||||||||||||||
| Conversion of Series D Preferred stock | ( | ) | ( | ) | - | |||||||||||||||||||||||
| Offering costs | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Series A compensation expense | - | - | - | - | ||||||||||||||||||||||||
| Issuance of Series D preferred stock through the settlement and conversion of Revenue Interest Purchase note payable | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| For the Six Months Ended June 30, 2025 and 2024 | ||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Series A compensation expense | - | - | - | - | - | |||||||||||||||||||||||
| Issuance of Common Stock for liabilities settlement | - | |||||||||||||||||||||||||||
| Issuance of Common stock in private placement | - | - | - | |||||||||||||||||||||||||
| Issuance of Series D Preferred Stock for liabilities settlement | - | |||||||||||||||||||||||||||
| Issuance of Common stock in connection with consulting and financing arrangement | - | - | - | |||||||||||||||||||||||||
| Conversion of Series D Preferred Stock into Common Stock | ( | ) | ( | ) | - | - | ||||||||||||||||||||||
| Conversion of notes payable into Common Stock | - | - | - | |||||||||||||||||||||||||
| Offering costs | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Effect of reverse stock split round lot shares | - | - | ( | ) | - | - | ||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common Stock | Common Stock Amount | Preferred Stock | Preferred Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||||||||
| Balance - December 31, 2023 | $ | | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Balance | $ | | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Series A compensation expense | - | - | - | - | - | |||||||||||||||||||||||
| Issuance of Series D preferred stock through the settlement and conversion of Revenue Interest Purchase note payable | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See Notes to Financial Statements and Note 1 regarding non-reliance on financial statements.
| 5 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| June 30, 2025 | June 30, 2024 | |||||||
| For the Six Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Non-cash, in-kind interest settled | - | |||||||
| (Gain) loss on disposition of property | - | |||||||
| Deferred compensation in connection with Series A preferred shares | ||||||||
| Loss on debt extinguishment | ||||||||
| Loss on settlement of liability | - | |||||||
| Settlement of revenue interest purchase note through issuance of preferred stock | - | |||||||
| Adjustments to reconcile net loss to cash (used in) operating activities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expense and other | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Lease deposits and other | ( | ) | - | |||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue | - | |||||||
| Right-of-use lease liabilities | ( | ) | - | |||||
| Net Cash (Used in) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
| Disposition of property and equipment | ( | ) | ( | ) | ||||
| Net Cash Provided by Investing Activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
| Offering costs | ( | ) | - | |||||
| Proceeds from line of credit | - | |||||||
| Proceeds from loans - officer - related party | - | |||||||
| Proceeds from loans - director - related party | ||||||||
| Proceeds from working capital loans, net | ||||||||
| Repayments of working capital loans, net | ( | ) | ( | ) | ||||
| Origination fees | ( | ) | - | |||||
| Proceeds of loans – officer - related party | - | |||||||
| Payments on line of credit | ( | ) | - | |||||
| Proceeds from issuance of Common stock | - | |||||||
| Net Cash Provided by Financing Activities | ||||||||
| CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ) | ||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | ||||||||
| RESTRICTED CASH AT END OF PERIOD | - | |||||||
| TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for: | ||||||||
| Interest | ||||||||
| Income taxes | - | - | ||||||
See Notes to Financial Statements and Note 1 regarding non-reliance on financial information.
| 6 |
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2205
(Unaudited)
NOTE 1 – PREVIOUSLY ISSUED FINANCIAL STATEMENTS
On May 3, 2024, the SEC entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC (“Borgers”) and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers and Borgers (collectively, “BF Borgers”) from appearing or practicing before the SEC as an accountant (the “Order”). As a result of the Order, BF Borgers may no longer serve as the Company’s independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect to audit reports.
As reported in the Current Report on Form 8-K filed with the Commission on May 6, 2024, in light of the Order, the Audit Committee (the “Committee”) of the Board of Directors of the Company on May 6, 2024, unanimously approved to dismiss, and dismissed BF Borgers as the Company’s independent registered public accounting firm.
On May 14, 2024, the Committee approved the engagement of GBQ Partners LLC (“GBQ”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and the reaudits of the years ended December 31, 2023 and 2022.
The Company filed its Form 10-K/A with the reaudits of the years ended December 31, 2023 and 2022 with the SEC on January 29, 2025.
The Company has included the comparative three and six months ended June 30, 2024 in this filing; however, these figures have not been restated due to the undue burden it would place on the Company. The Company has not restated its Form 10-Q for the period ended June 30, 2024 due to the undue burden this would also have on the Company. The impact of any adjustments to the quarters ended March 31, 2024 and June 30, 2024 were included in the three months ended September 30, 2024 Form 10-Q. Accordingly, the accompanying consolidated statement of operations, the consolidated statement of stockholders’ equity/(deficit) for the three and six months ended June 30, 2024, the consolidated statement of cash flows for the six months ended June 30, 2024, and the accompanying notes for the three and six months ended June 30, 2024 should not be relied upon.
NOTE 2 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The
Company was incorporated on
Nature of Operations
The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.), the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). The Company established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold the licenses with respect to the beer business. American Rebel Beer launched in 2024.
| 7 |
To varying degrees, the development of geopolitical conflicts, supply chain disruptions, government actions to slow rapid inflation in recent years and predictable sales cycles have produced varying effects on the business. The economic effects from these events over the long term cannot be reasonably estimated at this time. Accordingly, estimates used in the preparation of the financial statements, including those associated with the evaluation of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to the Company (through accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods.
Interim Financial Statements and Basis of Presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2024, and notes thereto contained, filed on April 9, 2025.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, the Champion Entities, and ARH Sub, LLC, a Utah limited liability company (“ARH Sub”) formed in June 2025 to facilitate the Streeterville Capital Note (see Note 10). All significant intercompany accounts and transactions have been eliminated.
Year-end
The Company’s year-end is December 31.
Cash and Cash Equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.
Restricted Cash
Restricted cash consists of amounts held in separate accounts that are legally or contractually restricted as to use. These restrictions may relate to collateral requirements, escrow arrangements, or other specific purposes and are not available for general operating activities. Restricted cash is included in the reconciliation of cash, cash equivalents, and restricted cash in the statement of cash flows, in accordance with ASC 230.
Inventory and Inventory Deposits
Finished goods inventory primarily consists of backpacks, jackets, and related accessories, safes, and packaged beer available for sale. Raw materials primarily consists of component parts used in the assembly of safes and packaging materials. Apart from safes, the Company’s finished goods are manufactured or otherwise produced by outside parties to the Company’s specifications. Inventory is carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. From time-to-time, the Company makes deposit payments on certain inventory purchases that are presented separately in the accompanying consolidated financial statements as inventory deposits until the goods are received into inventory.
| 8 |
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the asset, which ranges from five to fifteen years.
Revenue Recognition and Accounts Receivable
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Additionally, the Company offers extended warranties for the locking mechanism of its safes, which are separately purchased by customers. Warranty income is recognized over time based on the estimated useful life of the locks, which approximates 10 years. Unrecognized warranty income is presented as deferred revenue in the accompanying consolidated financial statements. Warranty income recognized was not significant for the three and six months ended June 30, 2025 and 2024.
The
carrying amount of accounts receivable is reduced by an allowance for bad debts and expected credit losses, as necessary, that reflects
management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience,
current conditions and, as applicable, reasonable supportable forecasts. Actual results could vary from the estimate. Accounts are charged
against the allowance when management deems them to be uncollectible. The allowance for doubtful accounts was approximately $
The following table sets forth the approximate percentage of revenue by primary category:
SCHEDULE OF REVENUE PERCENTAGE
| Percentage of revenue | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| For
the Three Months Ended June 30, | For
the Six Months Ended June 30, | |||||||||||||||
| Percentage of revenue | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Safes | % | % | % | % | ||||||||||||
| Soft goods | % | % | % | % | ||||||||||||
| Beverages | % | % | % | % | ||||||||||||
| Total | % | % | % | % | ||||||||||||
| Percentage of revenue | % | % | % | % | ||||||||||||
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2025 and December 31, 2024, respectively. The respective carrying value of certain financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
| 9 |
The three levels of inputs used to measure fair value are as follows:
Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
Stock-Based Compensation
The Company records stock-based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expense related to the grant date fair value of its employee stock awards. The Company recognizes the cost of employee share-based awards over the requisite service period, which represents the vesting period of the award. Stock-based compensation primarily relates to the Company’s Series A Preferred Stock awards.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.
Earnings Per Share
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year and the effect of pre-funded warrants issued. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Because the Company incurred net losses for each of the years presented, the effect of dilutive securities, excluding pre-funded warrants, have been excluded as the effect on EPS is antidilutive.
Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive.
SCHEDULE OF EARNINGS PER SHARE
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||
| Shares used in computation of basic earnings per share for the year ended | ||||||||
| Pre-funded warrants | - | |||||||
| Total denominator | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Fully diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| 10 |
Six
Months Ended | Six
Months Ended | |||||||
| Shares used in computation of basic earnings per share for the year ended | ||||||||
| Pre-funded warrants | - | |||||||
| Total denominator | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Fully diluted loss per share | $ | ( | ) | $ | ( | ) | ||
In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be antidilutive.
Income Taxes
The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. For the three and six months ended June 30, 2025 and 2024, respectively, no income tax expense has been recorded given significant losses incurred and resulting valuation allowance on such losses.
Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The
Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of
tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of June
30, 2025 and December 31, 2024, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions
with
Leases
ASC 842 requires lessees to recognize substantially all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.
| 11 |
Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.
Operating
leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s
condensed consolidated balance sheets. The Company had
Recent Accounting Pronouncements
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We are currently evaluating the potential impact of this guidance on our consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Concentration Risk
The Company did not have any vendor or customer concentrations as of June 30, 2025 or December 31, 2024.
NOTE 3 – GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the
recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the
growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has
been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development,
branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses for the three
and six months ended June 30, 2025 of ($
The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability.
Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. As indicated in the footnotes to the consolidated financial statements, most of the current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for the Company to enter into new debt agreements. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
| 12 |
These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 4 – PREPAID EXPENSE
Prepaid expenses include the following:
SCHEDULE OF PREPAID EXPENSES
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Tony Stewart racing prepaid | $ | $ | - | |||||
| Barham Enterprises prepaid | - | |||||||
| Charlotte Motors Speedway prepaid | - | |||||||
| MZ Digital prepaid | - | |||||||
| Other prepaids | ||||||||
| Total prepaid expense | $ | $ | ||||||
Prepaid expenses represent payments made by the Company for which the related benefits will be recognized in future periods. These amounts are expensed over the periods in which the benefits are expected to be realized. Prepaid expenses are classified as current assets on the condensed consolidated balance sheets.
NOTE 5 – INVENTORY AND DEPOSITS
Inventory and deposits include the following:
SCHEDULE OF INVENTORY AND DEPOSITS
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Inventory – raw materials | $ | $ | ||||||
| Inventory – finished goods | ||||||||
| Less reserve for excess and obsolete inventory | ( | ) | ( | ) | ||||
| Total Inventory | $ | $ | ||||||
The Company accounts for excess and obsolete inventory with a reserve that is established based on management’s estimates of the net realizable value of the related products. These reserves are product specific and are based upon analyses of product lines that are slow moving or expected to become obsolete due to significant product enhancements.
When
inventory is physically disposed of, the Company accounts for the write-offs by making a debit to the reserve and a credit to inventory
for the standard cost of the inventory item. The valuation reserve is applied as an estimate to specific product lines. Since the inventory
item retains its standard cost until it is either sold or written off, the reserve estimates will differ from the actual write-off. There
were
Included
in finished goods is approximately $
| 13 |
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment include the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Plant, property and equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Property and equipment gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | $ | $ | ||||||
For
the three and six months ended June 30, 2025 and 2024, the Company recognized $
NOTE 7 – ACCRUED EXPENSE AND OTHER
Accrued expense and other includes the following:
SCHEDULE OF ACCOUNTS ACCRUED EXPENSE
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accrued officer bonus | $ | $ | ||||||
| Accrued liabilities - Champion | ||||||||
| Accrued liabilities - Beer | - | |||||||
| Accrued officer compensation | ||||||||
| Tony Stewart Racing | - | |||||||
| Other accrued expenses | ||||||||
| Total accrued expense and other | $ | $ | ||||||
Accrued expenses represent obligations for goods and services received that have not yet been invoiced or paid as of the reporting date. These liabilities are recorded when incurred in accordance with the accrual basis of accounting and are classified as current liabilities on the condensed consolidated balance sheets.
NOTE 8 – RELATED PARTY NOTES PAYABLE AND RELATED PARTY TRANSACTIONS
Employment Agreements
Charles
A. Ross, Jr. serves as the Company’s Chief Executive Officer. Compensation for Mr. Ross was $
Doug
E. Grau served as the Company’s President and Interim Principal Accounting Officer through June 30, 2025 (see Note 16). Compensation
for Mr. Grau was $
Corey
Lambrecht serves as the Company’s Chief Operating Officer. Compensation for Mr. Lambrecht was $
| 14 |
There
were no new stock awards granted and issued to Messrs. Ross, Grau and Lambrecht during 2025 and 2024. Additionally, the aforementioned
officers advanced the Company approximately $
Series A Convertible Preferred Stock
The
Company, in connection with its employment agreements, as amended, reserved for the issuance of
Per
Mr. Lambrecht’s employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4th upon the signing
of Mr. Lambrecht’s employment, another 1/4th on January 1, 2024, another 1/4th on January 1, 2025 and the remaining 1/4th on January
1, 2026. Mr. Lambrecht’s employment agreement has a term running from November 20, 2023 through December 31, 2026, a term of 37
and ½ months. For the three months ended June 30, 2025 and 2024, the Company recognized $
Mr.
Ross’s amended employment agreement had an effective date of November 20, 2023. The share-award grant will vest 1/5th on January
1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028.
Mr. Ross’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term
of 37 and ½ months. For the three months ended June 30, 2025 and 2024, the Company recognized $
Mr.
Grau’s amended employment agreement had an effective date of November 20, 2023, with a termination date of July 1, 2025 (see Note
16). The share-award grant will vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January
1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Grau’s amended employment agreement has an effective term running from
November 20, 2023 through June 30, 2025 (see Note 16) For the three months ended June 30, 2025 and 2024, the Company recognized $
For
the three and six months ended June 30, 2025,
Stock-Based Compensation
The Company, in connection with various employment and independent directors’ agreements, is required to issue shares of its common stock as payment for services performed or to be performed. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to employees and other related parties or control persons and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for services performed to have been satisfied by the initial grant, thereby incurring the cost immediately from the grant.
| 15 |
Stock-based
compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC
718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the
date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized
as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option,
warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price
that investors may have been paying for the Company’s common stock on that date in its various exempt private placement offerings.
Stock-based compensation expense totaled $
Taxable value of the stock-based compensation is recorded in accordance with the Internal Revenue Service’s regulations as it pertains to employees, control persons and others whereby they receive share-based payments. This may not always align with what the Company records these issuances in accordance with GAAP. There are no provisional tax agreements or gross-up provisions with respect to any of our share-based payments to these entities. The payment or withholding of taxes is strictly left to the recipient of the share-based payments, or the modification of share-based payments.
Director’s Note
On
June 28, 2024, the Company entered into a short-term loan with a director, Lawrence Sinks (“Mr. Sinks”), evidenced by a promissory
note in the principal amount of $
NOTE 9 – LINE OF CREDIT – FINANCIAL INSTITUTION
During
February 2023, the Company entered into a $
SCHEDULE OF LINE OF CREDIT
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Line of credit from a financial institution. | $ | $ | ||||||
| Total recorded as a current liability | $ | $ | ||||||
The
balance at the maturity was approximately $
On
May 30, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”). Subject to the terms of the
Forbearance Agreement, Bank of America has agreed to forbear, during the Forbearance Period (as defined below), from exercising certain
of their available remedies under the Credit Agreement with respect to or arising out of the Company’s failure to make payment
on the outstanding principal amount on the Line of Credit. As a result of the uncured default, Bank of America filed a complaint against
the Company on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less
than $
| ● | On the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; | |
| ● | The
Company made a principal payment in the amount of $ | |
| ● | Should
the Company fail to pay Bank of America all remaining unpaid principal, accrued interest,
fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement
and the Forbearance Agreement by close of business on June 30, 2025, the Company may, upon
an additional payment of $ |
| 16 |
NOTE 10 – NOTES PAYABLE – WORKING CAPITAL
The Company has several working capital loan agreements in place, which are described in detail below.
SCHEDULE OF WORKING CAPITAL
| June 30, 2025 | December 31, 2024 | |||||||
| Working capital loan agreement with a limited liability company domiciled in the state of Virginia. The working capital loan requires an initial payment of $ | - | |||||||
| The Company has entered a number of working capital loan agreements structured as Revenue Interest Purchase Agreements (“revenue participation interest”, “RIP”). These working capital loans provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments ranging from $ | - | |||||||
| On November 11, 2024, the Company entered into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and Altbanq Lending LLC (the “Seller”), pursuant to which the Purchaser agreed to purchase from the Seller a portion ($ | - | |||||||
| Standard Merchant Cash Advance Agreement (the “Factoring Agreement”), with an accredited investor lending source (“Financier”). Under the Factoring Agreement, our wholly-owned subsidiary sold to Financier a specified percentage of its future receipts (as defined by the Factoring Agreement, which include any and future revenues of Champion Safe Company, Inc. (“Champion”), another wholly-owned subsidiary of the Company, and the Company) equal to $ | - | |||||||
| Working Capital loan agreement with an accredited investor lending source and a subsidiary to that accredited investor lending source as collateral agent, which provides for a term loan in the amount of $ | ||||||||
| 17 |
| On September 4, 2024, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On August 8, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On August 27, 2024 through September 16, 2024, the Company entered into four loan advances with an investor. The principle of the advances ranged from $ | - | |||||||
| On October 4, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On October 30, 2024, the Company entered into a Securities Purchase Agreement with Alumni Capital LP, a Delaware limited partnership (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - |
| 18 |
| On November 6, 2024, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On November 11, 2024, the Company entered into a twelve-month promissory note with an accredited investor (the “Lender”) in the principal amount of $ | - | |||||||
| On December 13, 2024, the Company entered into a three-month promissory note with an accredited investor (the “Lender”) in the principal amount of $ | ||||||||
| On January 10, 2025, the Company entered into two six-month promissory notes with accredited investors (the “Lenders”) in the principal amounts of $ | - | - |
| 19 |
| On February 10, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On March 3, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On April 7, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On April 10, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | - | |||||||
| On May 27, 2025, the Company entered into five two year promissory notes with five accredited investors in the gross principal amount of $ | - | |||||||
| On June 26, 2025, the “Company entered into a note purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC pursuant to which the Company issued and sold to the Lender a secured promissory note in the original principal amount of $ | - | |||||||
| Less: note discount | ( | ) | ( | ) | ||||
| Total recorded as a current liability | $ | $ |
| 20 |
Accrued
interest was approximately $
For
the three and six months ended June 30, 2025, the Company recognized a net loss on debt extinguishment totaling $
SCHEDULE OF FAIR VALUE MEASUREMENT
| Description | Fair Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Common stock | $ | $ | $ | $ | - | |||||||||||
Level 2 fair value measurements in the table above were primarily measured through the Company’s publicly traded common stock price, which is an observable input in determining fair value.
NOTE 11 – INTANGIBLE ASSETS
As
of June 30, 2025 and December 31, 2024, the Company had intangible assets, representing a trade name subject to amortization over a
The Company will review its trade name intangible asset for impairment periodically (based on indicators of impairment) and determine whether impairment is to be recognized within its consolidated statement of operations. No impairment charge was recognized during the three and six months ended June 30, 2025 and 2024.
NOTE 12 – SHARE CAPITAL
The
Company is authorized to issue
The share numbers and pricing information in this report have been adjusted to reflect the effects of the following reverse stock splits, which occurred during 2024 and 2025:
| ● | On
October 2, 2024, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of | |
| ● | On
March 31, 2025, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of |
Silverback Conversions
During
the six months ended June 30, 2025, the Company issued
In April 2025, the Company completed a series of stock conversions with SCC pursuant to the terms of existing convertible instruments. During this period, Silverback converted a significant portion of its holdings into shares of the Company’s common stock.
Debt to Equity Conversions
The
conversions occurred over multiple tranches throughout April 2025, during which the Company’s stock price experienced substantial
volatility. The trading price of the Company’s common stock ranged from a low of approximately $
Shares Issuances
On
January 10, 2025, the Company entered into two six-month promissory notes with accredited investors in the principal amounts of $
| 21 |
On
January 10, 2025, the Company authorized the issuance of
On
January 14, 2025, the Company authorized the issuance of
On
February 10, 2025, the Company authorized the issuance of
On
February 10, 2025, the Company authorized the issuance of
On
February 27, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19,
2025, sent the Company a second closing notice for the exchange of $
On
March 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a third closing notice for the exchange of $
On
March 5, 2025, the Company authorized the issuance of
On
March 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a fifth closing notice for the exchange of $
On
March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a sixth closing notice for the exchange of $
On
March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a seventh closing notice for the exchange of $
On
March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company an eighth closing notice for the exchange of $
On
March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a nineth closing notice for the exchange of $
On
March 13, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a tenth closing notice for the exchange of $
On
March 17, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company an eleventh closing notice for the exchange of $
| 22 |
On
March 18, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a twelfth closing notice for the exchange of $
On
March 19, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a thirteenth closing notice for the exchange of $
On
March 24, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a fifteenth closing notice for the exchange of $
On
March 26, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a seventeenth closing notice for the exchange of $
On
March 28, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a twentieth closing notice for the exchange of $
On
March 31, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a twenty-first closing notice for the exchange of $
On
April 2, 2025, SCC requested the issuance of
On
April 2, 2025, SCC requested the issuance of
On
April 2, 2025, the Company entered into a second Settlement Agreement and Stipulation (the “ Second Settlement Agreement”)
with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement,
SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $
On
April 3, 2025, SCC requested the issuance of
On
April 4, 2025, SCC requested the issuance of
On
April 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a twenty-third closing notice for the exchange of $
| 23 |
On
April 4, 2025, the Company entered into a conversion agreement with a current noteholder, whereby the noteholder agreed to convert all
$
On
April 4, 2025, the Company entered into definitive agreements for the purchase and sale of an aggregate of
On
April 7 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a twenty-third closing notice for the exchange of $
On
April 8, 2025, Coventry Enterprises converted a portion of their debt into
On
April 9, 2025, Coventry Enterprises converted a portion of their debt into
On
April 9, 2025, Coventry Enterprises converted a portion of their debt into
On
April 9, 2025, 1800 Diagonal Lending converted a portion of their debt into
On
April 10, 2025, Coventry Enterprises converted a portion of their debt into
On
April 10, 2025, Coventry Enterprises converted a portion of their debt into
On
April 10, 2025, Coventry Enterprises converted a portion of their debt into
On
April 10, 2025, the Company authorized the issuance of
On
April 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025,
sent the Company a twenty-fifth closing notice for the exchange of $
On
April 11, 2025, Coventry Enterprises converted a portion of their debt into
On
April 13, 2025, the Company received a conversion notice from a current noteholder, whereby the noteholder converted all $
On
April 14, 2025, the Company authorized the issuance of
On
April 14, 2025, the Company authorized the issuance of
| 24 |
On
April 14, 2025, Coventry Enterprises converted a portion of their debt into
On
April 15, 2025, SCC requested the issuance of
On
April 16, 2025, SCC requested the issuance of
On
April 23, 2025, SCC requested the issuance of
On
April 24, 2025, SCC requested the issuance of
On
April 24, 2025, SCC requested the second issuance of
On
April 25, 2025, SCC requested the issuance of
On
April 28, 2025, SCC requested the issuance of
On
May 6, 2025, SCC requested the issuance of
On
May 6, 2025, 1800 Diagonal Lending converted a portion of their debt into
On
May 30, 2025, a lender, pursuant to an OID Note dated November 11, 2024, converted $
Shares Reserved for Issuance Pursuant to Certain Executive Employment Agreements
The
Company in connection with its employment agreement with Messrs. Ross, Grau and Lambrecht reserved for issuance
LTIP Shares
On
April 9, 2025, the Company registered an aggregate of
| 25 |
New Preferred Stock Series and Designations and Reg. A+ Offering
On
May 10, 2024, the Company’s board of directors approved the designation of a new Series D Convertible Preferred Stock (the “Series
D Designation”). The Series D Designation was filed by the Company with the Secretary of State of Nevada on May 10, 2024, and designated
Stated
Value. Each share of Series D Preferred Stock has an initial stated value of $
Conversion
at Option of Holder. Each share of Series D Preferred Stock shall be convertible into shares of Common Stock at a fixed ratio
of 1:5 (
Forced
Conversion – If the closing price of the Company’s Common Stock during any ten consecutive trading day period has
been at or above $
Voting Rights. The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of the Company’s stockholders (other than as required by law). The Company may not amend its articles of incorporation or the Series D Designation (whether by merger, consolidation, or otherwise) to materially and adversely change the rights, preferences or voting power of the Series D Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the Company’s outstanding shares of Series D Preferred Stock, voting together as a class.
Conversion of Revenue Interest Loan for Preferred Stock Series D and Potential Issuance of Common Stock Equivalents from the Conversion of Series D
On
May 13, 2024 the Company and the holder of one of the Revenue Interest Loans entered into a settlement and conversion agreement (“Securities
Exchange Agreement”), whereby the Company issued
The Securities Exchange Agreement is intended to be effected as an exchange of securities issued by the Company pursuant to Section 3(a)(9) of the Securities Act. For the purposes of Rule 144, the Company acknowledges that the holding period of the Securities Exchange Agreement (and upon conversion thereof, if any, into shares of the Company’s common stock) may be tacked onto the holding period of the Series D Preferred Stock received by the holder. The Company agrees not to take a position contrary to this unless required by regulatory authorities and their determination to the contrary.
On
July 10, 2024, the Company entered into a separately negotiated Conversion Agreement (the “Conversion Agreement”) with the
Series D convertible preferred stock holder, pursuant to which the holder agreed to convert the
Refer to Note 8 – Notes Payable – Working Capital, for additional information regarding the settlement of debt liabilities through the issuances of Series D Preferred Stock, common stock, pre-funded warrants and convertible notes during the six months ended June 30, 2025.
| 26 |
NOTE 13 – LEASES AND LEASED PREMISES
Rental Payments under Non-cancellable Operating Leases and Equipment Leases
The Company, through its purchase of Champion, acquired several long-term leases for two manufacturing facilities, three office spaces, five distribution centers, and five retail spaces. Four of its distribution centers also have retail operations for which it leases its facilities. Lease terms on the various spaces’ range from a month-to-month lease (30 days) to a long-term lease expiring in September of 2028.
Rent
expense for operating leases totaled approximately $
The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates.
Right of Use Assets and Lease Liabilities
Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term.
The Company’s operating leases are comprised primarily of facility leases. and as such we have no finance leases for our vehicles or equipment currently at this time.
Balance sheet information related to our leases is presented below:
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES
| Balance Sheet location | June 30, 2025 | December 31, 2024 | ||||||||
| Operating leases: | ||||||||||
| Right-of-use lease assets | Right-of-use operating lease assets | $ | $ | |||||||
| Right-of-use lease liability, current | Other current liabilities | $ | $ | |||||||
| Right-of-use lease liability, long-term | Right-of-use operating lease liability | $ | $ | |||||||
As of June 30, 2025, weighted-average remaining lease term and discount rate were as follows:
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES
| June 30, 2025 | ||||
| Weighted Average Remaining Lease Term: | ||||
| Operating leases | ||||
| Weighted Average Discount Rate: | ||||
| Operating leases | % | |||
The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE
| Operating leases | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total future minimum lease payments, undiscounted | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of future minimum lease payments | $ | |||
| 27 |
NOTE 14 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
During the six months ended June 30, 2025 and 2024, various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters is not expected to have a material effect on the Company’s consolidated financial statements.
Liberty Safe and Security Products, Inc.
On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products. As of the date of this Report, the complaint has not been served on the Company or Champion Safe. In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty. Management believes that this lawsuit is without merit; however has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming. At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.
Bank of America
On
May 30, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”). Subject to the terms of the
Forbearance Agreement, Bank of America has agreed to forbear, during the Forbearance Period (as defined below), from exercising certain
of their available remedies under the Credit Agreement with respect to or arising out of the Company’s failure to make payment
on the outstanding principal amount on the Line of Credit. As a result of the uncured default, Bank of America filed a complaint against
the Company on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less
than $
| ● | On the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; | |
| ● | The
Company made a principal payment in the amount of $ | |
| ● | Should
the Company fail to pay Bank of America all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses
and other amounts owing under the Credit Agreement and the Forbearance Agreement by close of business on June 30, 2025, the Company
may, upon an additional payment of $ |
| ○ | Principal
balance: $ | ||
| ○ | Interest:
$ | ||
| ○ | Default
interest: $ |
Legal
fees: $
| 28 |
The
Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect
on the condensed consolidated financial statements. As of June 30, 2025 and December 31, 2024 there were
Nasdaq Compliance
As
previously disclosed, on February 19, 2025, the Company received a letter (the “Notification Letter”) from The Nasdaq Stock
Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”)
because the stockholders’ equity of the Company as of September 30, 2024, as reported in the Company’s Quarterly Report on
Form 10-Q filed with the SEC on February 7, 2025, was below the minimum requirement of $
Pursuant to Nasdaq’s Listing Rules, the Company had 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company submitted a Compliance Plan within the required time and amended it subsequently to provide additional information to Nasdaq.
On June 11, 2025, the Company received a letter from Nasdaq accepting the Compliance Plan and granting an extension through August 18, 2025 to evidence compliance with the Rule.
In the event the Company fails to evidence compliance within the extension period, the Company will have the right to a hearing before Nasdaq’s Hearing Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
Executive Employment Agreements and Independent Contractor Agreements
The Company has written employment agreements with various other executive officers. All payments made to its executive officers and significant outside service providers are analyzed and determined by the board of directors’ compensation committee; some payments made to independent contractors (or officer payments characterized as non-employee compensation) may be subject to backup withholding or general withholding of payroll taxes, may make the Company responsible for the withholding and remittance of those taxes. Generally outside service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis and Company policy.
NOTE 15 – SEGMENT REPORTING
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance.
The Company views its operations and manages its business as one operating segment engaged in patriotic goods comprised of safes, soft goods, and beer. The Company’s Chief Executive Officer, as the CODM, regularly reviews the entity-wide financial and operational performance as a single unit. No financial information is disaggregated into separate lines of business. The CODM makes resource allocation and business process decisions regarding the overall level of resources available and how to best deploy the resources.
| 29 |
The single segment’s principal measure of segment profit and loss is consolidated revenue, gross margin, and total operating expenses. The CODM considers actual and forecasted numbers when evaluating performance.
NOTE 16 – SUBSEQUENT EVENTS
The Company evaluated all events that occurred after the balance sheet date of June 30, 2025, through the date the financial statements were issued and determined that there were the following subsequent events:
1800 Diagonal Note
On
July 7, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“1800”),
pursuant to which 1800 made a loan to the Company, evidenced by a promissory note in the principal amount of $
Boot Capital Note
On
July 7, 2025, the Company entered into a Securities Purchase Agreement with Boot Capital LLC, an accredited investor (“Boot”),
pursuant to which Boot made a loan to the Company, evidenced by a promissory note in the principal amount of $
Sale of Unregistered Securities
On
June 30, 2025, a lender, pursuant to an OID Note dated December 13, 2024, converted $
| 30 |
Departure and Appointment of Interim Principal Accounting Officer
July 1, 2025, Doug Grau stepped down from his roles as President and Interim Principal Accounting Officer of the Company. His resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. Mr. Grau will continue to work with the Company, as President of a new to be formed wholly-owned subsidiary, American Rebel Productions, LLC. Effective July 1, 2025, the Company appointed Darin Fielding, chief financial officer of the Company’s Champion Safe subsidiary, as Principal Accounting Officer. Mr. Fielding’s appointment reflects the planned leadership transition. Also effective July 1, 2025, Corey Lambrecht, the Company’s current Chief Operating Officer and a Director, assumed the additional role of President.
Series A Conversion
On August 1, 2025, Corey Lambrecht converted
Series D Conversion
On August 11, 2025,
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “may,” “could,” “should,” “anticipate,” “expect,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “believe,” “foresee,” “outlook,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include, but are not limited to, the following:
| ● | our ability to maintain compliance with the continued listing standards of Nasdaq; | |
| ● | the effect of new tariffs on our business and financial condition; | |
| ● | we consummated the purchase of our safe manufacturer and sales organizations, and future acquisitions and operations of new manufacturing facilities and/or sales organizations might prove unsuccessful and could fail; | |
| ● | risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures; | |
| ● | our failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further, material adverse consequences to our business, our financial condition, results of operations and our cash flows; | |
| ● | our success depends on our ability to introduce new products that track customer preferences; | |
| ● | if we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights; | |
| ● | as a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage, we depend on the availability and regulation of ammunition and firearm storage; | |
| ● | as we continue to integrate the purchase of our safe manufacturer and sales organization, any compromised operational capacity may affect our ability to meet the demand for our safes, which in turn may affect our generation of revenue; | |
| ● | shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations; | |
| ● | we do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs; | |
| ● | our inability to effectively meet our short- and long-term obligations; | |
| ● | given our limited corporate history, it is difficult to evaluate our business and future prospects, and increases the risks associated with an investment in our securities; | |
| ● | our inability to raise additional financing for working capital; | |
| ● | our ability to generate sufficient revenue in our targeted markets to support operations; | |
| ● | significant dilution resulting from our financing activities; | |
| ● | the actions and initiatives taken by both current and potential competitors; | |
| ● | our ability to diversify our operations; | |
| ● | the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; | |
| ● | changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; | |
| ● | the deterioration in general of global economic, market and political conditions; | |
| ● | the inability to efficiently manage our operations; | |
| ● | the inability to achieve future operating results; | |
| ● | the unavailability of funds for capital expenditures; | |
| ● | the inability of management to effectively implement our strategies and business plans; and | |
| ● | the other risks and uncertainties detailed in this report. |
Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
This Quarterly Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Quarterly Report are made as of the date of this Quarterly Report and should be evaluated with consideration of any changes occurring after the date of this Quarterly Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Except as otherwise indicated by the context, references in this report to “Company,” “American Rebel Holdings,” “American Rebel,” “we,” “us” and “our” are references to American Rebel Holdings, Inc. and its operating subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, ARH Sub, LLC, Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC and Champion Safe De Mexico, S.A. de C.V. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis should be read along with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). As described in Note 1 to the Financial Statements, we have included the comparative three and six months ended June 30, 2024 in this filing; however, these figures have not been restated due to the undue burden it would place on us. Additionally, we have not restated our Form 10-Q for the period ended June 30, 2024 due to the undue burden this would also have on us. The impact of any adjustments to the quarter ended June 30, 2024 have been included in the three months ended September 30, 2024. Accordingly, the accompanying consolidated statement of operations and the consolidated statement of stockholders’ equity/(deficit) for the three and six months ended June 30, 2024 and the consolidated statement of cash flows for the six months ended June 30, 2024, and the accompanying notes for the three and six months ended June 30, 2024, including references thereon within Management’s Discussion and Analysis, should not be relied upon.
Apart from the matter above, the Financial Statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.
Description of Our Business
Overview
We are boldly positioning ourselves as America’s Patriotic Brand. We have identified the market opportunity to design, manufacture, and market beverages and innovative concealed carry products and safes. We access our market uniquely through our positioning as America’s Patriotic Brand and the appeal of our products as well as through the profile and public persona of our founder and Chief Executive Officer, Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest-growing bow company in 2007 and 2008. Andy has released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit show Counting Cars in February 2014 has been viewed by over 2 million times. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.
As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below or elsewhere in this Quarterly Report. We believe that the perception that many people have of a public company makes it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders.
The Company operates primarily as a designer, manufacturer and marketer of beverages, branded safes and personal security and self-defense products. Additionally, the Company designs and produces branded apparel and accessories.
We believe that when it comes to their homes, consumers place a premium on their security and privacy. Our products are designed to offer our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style, which is synonymous with the American Rebel brand.
Our safes and personal security products are constructed primarily of U.S.-made steel. We believe our products are designed to safely store firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories and other valuables, and we aim to make our products accessible at various price points for home and office use. We believe our products are designed for safety, quality, reliability, features and performance.
To enhance the strength of our brand and drive product demand, we work with our manufacturing facilities and various suppliers to emphasize product quality and mechanical development in order to improve the performance and affordability of our products while providing support to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.
We believe that safes are becoming a ‘must-have appliance’ in a significant portion of households. We believe our current safes provide safety, security, style and peace of mind at competitive prices.
In addition to branded safes, we offer an assortment of personal security products as well as apparel and accessories for men and women under the Company’s American Rebel brand. Our backpacks utilize what we believe is a distinctive sandwich-method concealment pocket, which we refer to as Personal Protection Pocket, to hold firearms in place securely and safely. The concealment pockets on our Freedom 2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.
We believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in part through Andy Ross, who has written, recorded and performs a number of songs about the American spirit of independence. We believe our customers identify with the values expressed by our Chief Executive Officer through the “American Rebel” brand.
Through our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including our website and e-commerce platforms such as Amazon.com.
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American Rebel is boldly positioning itself as “America’s Patriotic Brand” in a time when national spirit and American values are being rekindled and redefined. American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach and preach good common practices of gun ownership. American Rebel products keep you concealed and safe inside and outside the home. American Rebel Safes protect your firearms and valuables from children, theft, fire and natural disasters inside the home; and American Rebel Concealed Carry Products provide quick and easy access to your firearm utilizing American Rebel’s Proprietary Protection Pocket in its backpacks and apparel outside the home. The initial company product releases embrace the “concealed carry lifestyle” with a focus on concealed carry products, apparel, personal security and defense. “There’s a growing need to know how to protect yourself, your family, your neighbors or even a room full of total strangers,” says Andy Ross. “That need is in the forethought of every product we design.”
The “concealed carry lifestyle” refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere you go. The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote from Richard F. Teerlink, Harley’s chairman and former chief executive, “It’s not hardware; it is a lifestyle, an emotional attachment. That’s what we have to keep marketing to.” As an American icon, Harley has come to symbolize freedom, rugged individualism, excitement and a sense of “bad boy rebellion.” American Rebel – America’s Patriotic Brand has significant potential for branded products as a lifestyle brand. Its innovative Concealed Carry Product line and Safe line serve a large and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes. One such opportunity is American Rebel Light Lager. American Rebel Light Beer is “America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.” Management believes a significant opportunity exists to enter the $110+ billion-dollar beer industry with a premium domestic beer. Current distribution agreements are in place for the states of Kansas and Tennessee and portions of Ohio and Connecticut.
American Rebel Safes
Keeping your guns in a location only appropriate trusted members of the household can access should be one of the top priorities for every responsible gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect expensive firearms and other valuables such as jewelry and important documents, the price is justified.
American Rebel produces large floor safes in a variety of sizes as well as small portable keyed safes. Additional opportunities exist for us to develop Wall Safes and Handgun Boxes.
Reasons gun owners should own a gun safe:
| ● | If you are a gun owner and you have children, many states have a law in place that require you to store your gun locked in a safe, away from children. This will prevent your children from getting the gun and hurting themselves or someone else. | |
| ● | Some states have a law in place that require you to keep your gun locked away when it is not in use, even if you don’t have children in your home. California has a law that requires you to have your gun locked in a firearms safety device that is considered safe by the California Department of Justice (DOJ). When you buy a safe, you should see if it has approval from the California DOJ. | |
| ● | Many gun owners own more guns than insurance will cover. Many insurance companies only cover $3,000 worth of guns. Are your weapons worth more? If so, you should invest in a gun safe to make sure your guns are protected from fire, water, and thieves. | |
| ● | Many insurance companies may give you a discount if you own a gun safe. If you own a gun safe or you purchase one, you should see if your insurance company is one that offers a discount for this. A safe can protect your guns and possibly save you money. | |
| ● | Do people know you own guns? You might not know that many burglaries are carried out by people they know. | |
| ● | If a person you know breaks into your home, steals your gun, and murders someone, you could be charged with a crime you didn’t commit, or the victim’s family could sue you. | |
| ● | Gun safes can protect your guns in the event your home goes up in flames. When buying a safe, you should see if it will protect your firearm or any other valuables from fire damage. | |
| ● | You might be the type of person that has a gun in your home for protection. A gun locked in a safe can still offer you protection. There are quick access gun safes on the market. With a quick access gun safe, you can still retrieve your gun in a few seconds, but when it is not needed, it will be protected. |
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A gun safe is the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents. Bills or ballot measures to require safe storage have been discussed in Delaware, Washington, Oregon, Missouri and Virginia; and various laws are on the books in California and Massachusetts. Even a figure as staunchly pro-gun as Texas’s Republican lieutenant governor, Dan Patrick, called on gun-owning parents to lock up their weapons after the Santa Fe shooting. The gun safe industry is experiencing rapid growth and innovation. Andy Ross and the rest of the American Rebel team are committed to fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes.
Below is a summary of the different safes we offer:
| i. | Large Safes – our current large model safe collection consists of six premium safes. All of our large safes share the same high-quality workmanship, are constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and reinforced door edges. Each of these safes provide up to 75 minutes of fire protection at 1200 degrees Fahrenheit. Our safes offer a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the interior may have shelves and the other side set up to accommodate long guns. There are optional additions such as Rifle Rod Kits and Handgun Hangers to increase the storage capacity of the safe. These large safes offer greater capacity for secure storage and protection, and our safes are designed to prevent unauthorized access, including in the event of an attempted theft, natural disaster or fire. We believe that a large, highly visible safe acts as a deterrent to any prospective thief. |
| ii. | Personal Safes – the safes in our compact safe collection are easy to operate and carry as they fit into briefcases, desks or under vehicle seats. These personal safes meet Transportation Security Administration (“TSA”) airline firearm guidelines and fit comfortably in luggage when required by travel regulations. | |
| iii. | Vault Doors – our U.S.-made vault doors combine style with theft and fire protection for a look that fits any decor. Newly-built, higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders. Whether it’s in the context of a safe room, a shelter, or a place to consolidate valuables, our American Rebel in- and out-swinging vault doors provide maximum functionality to facilitate a secure vault room. American Rebel vault doors are constructed of 4 ½” double steel plate thickness, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire protection. Active boltworks, which is the locking mechanism that bolts the safe door closed so that it cannot be pried open and three external hinges that support the weight of the door, are some of the features of the vault door. For safety and when the door is used for a panic or safe room, a quick release lever is installed inside the door. | |
| iv. | Dispensary Safes - our HG-INV Inventory Safe, a safe tailor-made for the cannabis community, provides cannabis and horticultural plant home growers a reliable and safe solution to protect their inventory. Designed with medical marijuana or recreational cannabis dispensaries in mind and increasing governmental and insurance industry regulation to lock inventory after hours, we believe our HG-INV Inventory Safe delivers a high-level user experience. |
Upcoming Product Offerings
To further complement our diverse product offerings, we intend to introduce additional products throughout 2025.
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Below is a summary of potential upcoming product offerings:
i. Biometrics Safes – we intend to introduce a line of handgun boxes with biometrics, Wi-Fi and Bluetooth technologies. These Biometric Safes have been designed, engineered and are ready for production.
ii. 2A Lockers – we have developed a unique steel lockbox with a 5-point locking mechanism to provide a secure place to lock up ammunition and other items that may not require the safety and security of a safe, but prevents unauthorized access. We believe there is a strong market for this product that is priced between $349 - $449 depending on the model.
iii. Wall Safes – wall safes can be easily hidden and provide “free” storage space since they are able to be tucked into the space between your wall and studs.
iv. Economy Safe Line – we are exploring enhancing our safe line through the introduction of entry level safes built in North America to compete with other safes imported from overseas.
Our results of operations and financial condition may be impacted positively and negatively by certain general macroeconomic and industry wide conditions
Recent Developments
Establishment of American Rebel Beer
On August 9, 2023, we entered into a Master Brewing Agreement with Associated Brewing. Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being American Rebel Light Beer. American Rebel Light Beer launched regionally in 2024. We paid a setup fee and security deposit to Associated Brewing. We established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses and conduct operations for our beer business.
Expansion into New Business Categories
Expanding Scope of Operations Activities by Offering Servicing Dispensaries and Brand Licensing
We continually seek to target new consumer segments for our safes. As we believe that safes are becoming a must-have household appliance, we strive to establish authenticity by selling our products to additional groups, and to expand our direct-to-consumer presence through our website and our showroom currently in Lenexa, Kansas.
Further, we expect the cannabis dispensary industry to be a material growth segment for our business. Several cannabis dispensary operators have expressed interest in the opportunity to help them with their inventory locking needs. Cannabis dispensaries have various insurance requirements and local ordinances requiring them to secure their inventory when the dispensary is closed. Dispensary operators have been purchasing gun safes and independently taking out the inside themselves to allow them to store cannabis inventory. Recognizing what seems to be a growing need for cannabis dispensary operators, we have designed a safe tailor-made for the cannabis industry. American Rebel has a long list of dispensary operators, growers, and processors interested in the Company’s inventory control solutions. We believe that dispensary operators, growers, and processors are another fertile new growth market for our Vault Doors products, as many in the cannabis space have chosen to install entire vault rooms instead of individual inventory control safes—the American Rebel Vault Door has been the choice for that purpose.
Further, we believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues to grow in popularity, we anticipate generating additional revenues from licensing fees earned from third parties who wish to engage the American Rebel community. While the Company does not currently generate material revenues from licensing fees, our management team believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market their tools under our distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American Rebel branded tools as they would continue to sell both of the lines of tools. Conversely, American Rebel could potentially benefit as a licensee of products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.
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Results of Operations
From inception through June 30, 2025, we have generated an accumulated deficit of $88,663,449. We expect to incur additional losses during fiscal year ending December 31, 2025, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
| For the Three Months Ended | ||||||||||||||||
| June 30, 2025 | June 30, 2024 | $ Change | % Change | |||||||||||||
| Revenue | $ | 2,842,596 | $ | 3,255,393 | (412,797 | ) | -13 | % | ||||||||
| Cost of goods sold | 2,873,969 | 3,224,738 | (350,769 | ) | -11 | % | ||||||||||
| Gross margin | (31,373 | ) | 30,655 | (62,028 | ) | -202 | % | |||||||||
| Expenses: | ||||||||||||||||
| Consulting/payroll and other costs | 973,753 | 445,166 | 528,587 | 119 | % | |||||||||||
| Compensation expense – officers – related party | - | 212,500 | (212,500 | ) | -100 | % | ||||||||||
| Compensation expense – officers – deferred comp – related party | 164,063 | 1,344,125 | (1,180,062 | ) | -88 | % | ||||||||||
| Rental expense, warehousing, outlet expense | 48,253 | 80,515 | (32,262 | ) | -40 | % | ||||||||||
| Product development costs | 648,357 | 337,771 | 310,586 | 92 | % | |||||||||||
| Marketing and brand development costs | 970,806 | 299,655 | 671,151 | 224 | % | |||||||||||
| Administrative and other | 1,324,575 | 1,228,163 | 96,412 | 8 | % | |||||||||||
| Depreciation and amortization expense | 37,100 | 30,681 | 6,419 | 21 | % | |||||||||||
| Total operating expenses | 4,166,907 | 3,978,576 | 188,331 | 5 | % | |||||||||||
| Operating income (loss) | (4,198,280 | ) | (3,947,921 | ) | (250,359 | ) | 6 | % | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | (430,183 | ) | (1,055,282 | ) | 625,099 | -59 | % | |||||||||
| Interest income | 855 | 199 | 656 | 330 | % | |||||||||||
| Gain/(loss) on sale of equipment | - | - | - | 0 | % | |||||||||||
| Other income | - | - | - | 0 | % | |||||||||||
| Loss on debt extinguishment | (11,817,991 | ) | (250,000 | ) | (11,567,991 | ) | 4,627 | % | ||||||||
| Loss on settlement of liability | (1,692,144 | ) | - | (1,692,144 | ) | 100 | % | |||||||||
| Net income (loss) before income tax provision | (18,137,743 | ) | (5,253,004 | ) | (12,884,739 | ) | 245 | % | ||||||||
| Provision for income tax | - | 0 | % | |||||||||||||
| Net income (loss) | $ | (18,137,743 | ) | $ | (5,253,004 | ) | (12,884,739 | ) | 245 | % | ||||||
| Basic and diluted income (loss) per share | $ | (5.34 | ) | $ | (201.01 | ) | ||||||||||
| Weighted average common shares outstanding - basic and diluted | 3,398,854 | 26,133 | ||||||||||||||
Revenue (‘Sales’) and cost of goods sold (‘Cost of Sales’)
For the three months ended June 30, 2025, we reported Revenues of $2,842,596 compared to Revenues of $3,255,393 for the three months ended June 30, 2024. The decrease in Revenues of $412,797 (or (13%) period over period) for the current period compared to the three months ended June 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the three months ended June 30, 2025, we reported Cost of Goods Sold of $2,873,969 compared to Cost of Goods Sold of $3,224,738 for the three months ended June 30, 2024. The decrease in Cost of Goods Sold of $350,769 (or (11%) period over period) for the current period is primarily attributable to the decrease in revenue. For the three months ended June 30, 2025, we reported Gross Margin of $(31,373), compared to Gross Margin of $30,655 for the three months ended June 30, 2024. The decrease in Gross Margin of $62,028 (or (202%) period over period) for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the three months ended June 30, 2025 was (1)% compared to 1% for the three months ended June 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past twelve months and this is in line with what we have experienced in our business.
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Operating Expenses
Total operating expenses for the three months ended June 30, 2025 were $4,166,907 compared to $3,978,576 for the three months ended June 30, 2024 as further described below. Overall, we experienced a $188,331 increase in operating expenses period over period. This increase is primarily due to an increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.
For the three months ended June 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $1,137,816 compared to consulting/payroll and other costs (along with officer compensation) of $2,001,791 for the three months ended June 30, 2024. The decrease in consulting/payroll and other costs of $(863,975) was due to the adjustment in the deferred compensation expense due to common stock equivalents on our Series A preferred stock as identified and corrected during the period ended September 30, 2024 upon finalization of the 2023 re-audit. The Company expects to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.
For the three months ended June 30, 2025, we incurred rental expense, warehousing, outlet expense of $48,253, compared to rental expense, warehousing, outlet expense of $80,515 for the three months ended June 30, 2024. The decrease in rental expense, warehousing, outlet expense of $32,262 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.
For the three months ended June 30, 2025, we incurred product development expenses of $648,357 compared to product development expenses of $337,771 for the three months ended June 30, 2024. The increase in product development expenses of $310,586 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.
For the three months ended June 30, 2025, we incurred marketing and brand development expenses of $970,806 compared to marketing and brand development expenses of $299,655 for the three months ended June 30, 2024. The increase in marketing and brand development expenses of $671,151 (or 224% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
For the three months ended June 30, 2025, we incurred administrative and other expense of $1,324,575 compared to administrative and other expense of $1,228,163 for the three months ended June 30, 2024. The increase in administrative and other expense of $96,412 (or 8% period over period) relates directly to increased professional fees including accounting and legal fees.
For the three months ended June 30, 2025, we incurred depreciation and amortization expense of $37,100 compared to depreciation and amortization expense of $30,681 for the three months ended June 30, 2025. The increase primarily relates to amortization related to intangible assets.
Other income and expenses
For the three months ended June 30, 2025, we incurred interest expense of $430,183 compared to interest expense of $1,055,282 for the three months ended June 30, 2024. The decrease in interest expense of $625,099 is due to a significant number of notes we have entered into and subsequently converted or modified.
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For the three months ended June 30, 2025, we incurred a loss on debt extinguishment of $11,817,991 and loss on settlement of liability of $1,692,144. This is due to the conversion of debt into equity, which was not present during the three months ended June 30, 2024.
Net Loss
Net loss for the three months ended June 30, 2025 amounted to $18,137,743, resulting in a loss per share of $(5.34), compared to a net loss of $5,253,004 for the three months ended June 30, 2024, resulting in a loss per share of $(201.01) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is primarily due to a myriad of expenses that we incurred in the quarter, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as the significant loss on debt extinguishment as mentioned above.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
| For the Six Months Ended | ||||||||||||||||
| June 30, 2025 | June 30, 2024 | $ Change | % Change | |||||||||||||
| Revenue | $ | 5,353,920 | $ | 7,299,230 | (1,945,310 | ) | -27 | % | ||||||||
| Cost of goods sold | 5,096,240 | 6,427,252 | (1,331,012 | ) | -21 | % | ||||||||||
| Gross margin | 257,680 | 871,978 | (614,298 | ) | -70 | % | ||||||||||
| Expenses: | ||||||||||||||||
| Consulting/payroll and other costs | 1,712,730 | 997,079 | 715,651 | 72 | % | |||||||||||
| Compensation expense – officers – related party | - | 425,000 | (425,000 | ) | -100 | % | ||||||||||
| Compensation expense – officers – deferred comp – related party | 328,126 | 2,478,125 | (2,149,999 | ) | -87 | % | ||||||||||
| Rental expense, warehousing, outlet expense | 105,366 | 232,181 | (126,815 | ) | -55 | % | ||||||||||
| Product development costs | 741,824 | 436,400 | 305,424 | 70 | % | |||||||||||
| Marketing and brand development costs | 1,666,297 | 564,710 | 1,101,587 | 195 | % | |||||||||||
| Administrative and other | 2,795,160 | 1,908,677 | 886,483 | 46 | % | |||||||||||
| Depreciation and amortization expense | 72,875 | 54,996 | 17,879 | 33 | % | |||||||||||
| Total operating expenses | 7,422,378 | 7,097,168 | 325,210 | 5 | % | |||||||||||
| Operating income (loss) | (7,164,698 | ) | (6,225,190 | ) | (939,508 | ) | 15 | % | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | (1,154,126 | ) | (1,479,141 | ) | 325,015 | -22 | % | |||||||||
| Interest income | 1,119 | 711 | 408 | 57 | % | |||||||||||
| Gain/(loss) on sale of equipment | - | (662 | ) | 662 | -100 | % | ||||||||||
| Other income | 18,000 | - | 18,000 | 100 | % | |||||||||||
| Loss on debt extinguishment | (12,317,785 | ) | (250,000 | ) | (12,067,785 | ) | 4,827 | % | ||||||||
| Loss on settlement of liability | (2,579,509 | ) | - | (2,579,509 | ) | 100 | % | |||||||||
| Net income (loss) before income tax provision | (23,196,999 | ) | (7,954,282 | ) | (15,242,717 | ) | 192 | % | ||||||||
| Provision for income tax | - | - | - | 0 | % | |||||||||||
| Net income (loss) | $ | (23,196,999 | ) | $ | (7,954,282 | ) | (15,242,717 | ) | 192 | % | ||||||
| Basic and diluted income (loss) per share | $ | (7.15 | ) | $ | (304.38 | ) | ||||||||||
| Weighted average common shares outstanding - basic and diluted | 3,244,240 | 26,133 | ||||||||||||||
Revenue (‘Sales’) and cost of goods sold (‘Cost of Sales’)
For the six months ended June 30, 2025, we reported Revenues of $5,353,920 compared to Revenues of $7,299,230 for the six months ended June 30, 2024. The decrease in Revenues of $1,945,310 (or (27%) period over period) for the current period compared to the six months ended June 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the six months ended June 30, 2025, we reported Cost of Goods Sold of $5,096,240 compared to Cost of Goods Sold of $6,427,252 for the six months ended June 30, 2024. The decrease in Cost of Goods Sold of $1,331,012 (or (21%) period over period) for the current period is primarily attributable to the decrease in revenue. For the six months ended June 30, 2025, we reported Gross Margin of $257,680, compared to Gross Margin of $871,978 for the six months ended June 30, 2024. The decrease in Gross Margin of $614,298 (or (70%) period over period) for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the six months ended June 30, 2025 was 5% compared to 12% for the six months ended June 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past twelve months and this is in line with what we have experienced in our business.
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Operating Expenses
Total operating expenses for the six months ended June 30, 2025 were $7,422,378 compared to $7,097,168 for the six months ended June 30, 2024 as further described below. Overall, we experienced a $325,210 increase in operating expenses period over period. This increase is primarily due to an increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.
For the six months ended June 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $2,040,856 compared to consulting/payroll and other costs (along with officer compensation) of $3,900,204 for the six months ended June 30, 2024. The decrease in consulting/payroll and other costs of $(1,859,348) was due to the adjustment in the deferred compensation expense due to common stock equivalents on our Series A preferred stock as identified and corrected during the period ended September 30, 2024 upon finalization of the 2023 re-audit. The Company expects to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.
For the six months ended June 30, 2025, we incurred rental expense, warehousing, outlet expense of $105,366, compared to rental expense, warehousing, outlet expense of $232,181 for the six months ended June 30, 2024. The decrease in rental expense, warehousing, outlet expense of $126,815 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.
For the six months ended June 30, 2025, we incurred product development expenses of $741,824 compared to product development expenses of $436,400 for the six months ended June 30, 2024. The increase in product development expenses of $305,424 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.
For the six months ended June 30, 2025, we incurred marketing and brand development expenses of $1,666,297 compared to marketing and brand development expenses of $564,710 for the six months ended June 30, 2024. The increase in marketing and brand development expenses of $1,101,587 (or 195% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
For the six months ended June 30, 2025, we incurred administrative and other expense of $2,795,160 compared to administrative and other expense of $1,908,677 for the six months ended June 30, 2024. The increase in administrative and other expense of $886,483 (or 46% period over period) relates directly to increased professional fees including accounting and legal fees.
For the six months ended June 30, 2025, we incurred depreciation and amortization expense of $72,875 compared to depreciation and amortization expense of $54,996 for the three months ended June 30, 2025. The increase primarily relates to amortization related to intangible assets.
Other income and expenses
For the six months ended June 30, 2025, we incurred interest expense of $1,154,126 compared to interest expense of $1,479,141 for the six months ended June 30, 2024. Interest expense remained relatively consistent period over period due to the significant number of debt arrangements we had outstanding under both periods.
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For the six months ended June 30, 2025, we incurred a loss on debt extinguishment of $12,317,785 and loss on settlement of liability of $2,579,509 compared to a loss on extinguishment of debt of $250,000 for the six months ended June 30, 2024. This is due to several additional conversions of debt into equity during the six months ended June 30, 2025.
Net Loss
Net loss for the six months ended June 30, 2025 amounted to $23,196,999, resulting in a loss per share of $(7.15), compared to a net loss of $7,954,282 for the six months ended June 30, 2024, resulting in a loss per share of $(304.38) (adjusted for various reverse stock splits). The increase in the net loss for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is primarily due to a myriad of expenses that we incurred, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as the significant loss on debt extinguishment as mentioned above.
Liquidity and Capital Resources
We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital decreased by $4,302,288 period over period where we had a working capital deficit of $(8,940,228) at December 31, 2024 compared to a working capital deficit balance of $(4,637,940) at June 30, 2025. This working capital decrease was due to increased expenses launching new products and slowing sales in its legacy business. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.
During the six months ended June 30, 2025, we reduced anticipated cash outflows of $25.3 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.
As we continue with the launch of American Rebel Beer and continue to maintain the American Rebel branded safes and concealed carry product line, as well our Champion line of products, we expect to continue to devote significant resources in the areas of capital expenditures, marketing, sales, and operational expenditures. We may from time to time incur significant capital needs for these expenditures and for our business. We cannot fully predict what those needs will be and the impact to our business.
We expect to require additional funds to further develop our business and acquisition plan, including the launch of additional products in addition to aggressively marketing our safes and concealed carry product line. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will raise additional funds through equity or debt offerings or otherwise in order to meet our expected future liquidity requirements. Any such financing that we undertake will likely be dilutive to existing stockholders.
In addition, we expect to need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may also seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines.
Promissory Notes – Working Capital
Over the past twelve months, we entered into various working capital notes with a total balance of $6,860,490 as of June 30, 2025. The promissory notes have various terms – refer to Note 8 of our consolidated financial statements for the specific terms of each promissory note.
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Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Management has determined that the Company has no critical accounting estimates.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
An evaluation was carried out under the supervision and with the participation of the Company’s management, including the CEO and Interim Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the CEO and Interim Principal Accounting Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.
Management has concluded that there is a material weakness in internal control over financial reporting due to deficiencies in the design and operation of internal controls. The material weakness resulted in material adjustments to the financial statements included in the Original Form 10-K for the years ended December 31, 2023 and 2022, which were driven by the following: (1) inadequate management reviews, and (2) insufficient technical accounting competencies within the organization.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis. As a result of the material weakness, our CEO and Interim Principal Accounting Officer have concluded that, as of June 30, 2025, the end of the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the period ended June 30, 2025 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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Part II: Other Information
Item 1 - Legal Proceedings
On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products. As of the date of this Report, the complaint has not been served on the Company or Champion Safe. In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty. Management believes that this lawsuit is without merit; however has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming. At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.
On May 30, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”). Subject to the terms of the Forbearance Agreement, Bank of America has agreed to forbear, during the Forbearance Period (as defined below), from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Company’s failure to make payment on the outstanding principal amount on the Line of Credit. As a result of the uncured default, Bank of America filed a complaint against the Company on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,743, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank of America , and any other relief that the Court deemed just and proper (collectively, the “Litigation”). Subject to the terms of the Forbearance Agreement, Bank of America will abstain from pursuing its claims against the Company in the Litigation through the Forbearance Period (defined below), provided that the Company breach any terms of the Forbearance Agreement. Further, the Company executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement. Bank of America agrees to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on June 30, 2025 (the “Forbearance Period”) on the following terms and conditions:
| ● | On the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; | |
| ● | The Company made a principal payment in the amount of $100,000 on the execution of the Forbearance Agreement; and | |
| ● | Should the Company fail to pay Bank of America all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement and the Forbearance Agreement by close of business on June 30, 2025, the Company may, upon an additional payment of $100,000 to Bank of America by close of business on July 1, 2025, extend the Forbearance Period for an additional 30 days through and including July 31, 2025. |
From time to time, however, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
Item 1a – Risk Factors
Factors that could cause or contribute to differences in our future financial and operating results include those discussed in the risk factors set forth in Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2024. These risks are not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may also have an adverse effect on the Company. If any of the risks actually occur, our business, results of operations, cash flows or financial condition could suffer.
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Item 2 - Unregistered Sales of Equity Securities
On April 2, 2025, SCC requested the issuance of 34,000 shares of Common Stock to SCC, representing a payment of approximately $28,050.
On April 2, 2025, SCC requested the issuance of 35,000 shares of Common Stock to SCC, representing a payment of approximately $28,875.
On April 2, 2025, the Company entered into a second Settlement Agreement and Stipulation (the “ Second Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement, SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $4,690,773.09 (the “Payables”) and will exchange such Payables for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares shall be priced at 75% of the average of the three lowest traded prices during the five trading day period prior to a share request, which is subject to a floor price of $2.92. The Company agreed to issue SCC 2,800 shares of Common Stock as a settlement fee.
On April 3, 2025, SCC requested the issuance of 36,000 shares of Common Stock to SCC, representing a payment of approximately $29,700.
On April 4, 2025, SCC requested the issuance of 31,956 shares of Common Stock to SCC, representing a payment of approximately $26,363.70.
On April 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $72,500 of assigned note portion for 87,879 shares of the Company’s common stock. The shares under this request were never issued and on April 9, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a revised twenty-third closing notice for the exchange of $99,000 of assigned note portion for 100,763 shares of the Company’s common stock.
On April 4, 2025, the Company entered into a conversion agreement with a current noteholder, whereby the noteholder agreed to convert all $617,100 of the principal amount owed under its OID Note dated January 10, 2025 into 82,280 shares of Series D Convertible Preferred Stock.
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On April 4, 2025, the Company entered into definitive agreements for the purchase and sale of an aggregate of 724,640 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 724,640 shares of common stock and short-term series B warrants to purchase up to 2,173,920 shares of common stock at a purchase price of $3.45 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants will have an exercise price of $2.95 per share and will be exercisable immediately upon issuance. The series A warrants will expire five years from the date of issuance and the short-term series B warrants will expire eighteen months from the date issuance. The private placement closed on April 8, 2025.
On April 7 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $60,000 of assigned note portion for 72,727 shares of the Company’s common stock. The shares under this request were never issued and on April 9, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a revised twenty-fourth closing notice for the exchange of $50,000 of assigned note portion for 50,891 shares of the Company’s common stock.
On April 8, 2025, Coventry Enterprises converted a portion of their debt into 20,000 shares of common stock.
On April 9, 2025, Coventry Enterprises converted a portion of their debt into 27,000 shares of common stock.
On April 9, 2025, Coventry Enterprises converted a portion of their debt into 49,083 shares of common stock.
On April 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 49,083 shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 61,000 shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 20,000 shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 25,000 shares of common stock.
On April 10, 2025, the Company authorized the issuance of 50,050 shares of common stock to an accredited investor upon the conversion of 10,010 shares of Series D Convertible Preferred Stock.
On April 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-fifth closing notice for the exchange of $66,022.56 of assigned note portion for 31,552 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a twenty-sixth closing notice for the exchange of $26,191.62 of assigned note portion for 12,514 shares of the Company’s common stock. This last closing notice repaid all the note balances currently due.
On April 11, 2025, Coventry Enterprises converted a portion of their debt into 96,000 shares of common stock.
On April 13, 2025, the Company received a conversion notice from a current noteholder, whereby the noteholder converted all $107,500 of the amount owed under its OID Note dated January 10, 2025 into 14,333 shares of Series D Convertible Preferred Stock.
On April 14, 2025, the Company authorized the issuance of 82,437 shares of common stock, valued at $5.58 per share, to a financier pursuant to the terms of a settlement and conversion agreement.
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On April 14, 2025, the Company authorized the issuance of 72,581 shares of common stock, valued at $5.58 per share, to a lender pursuant to the terms of a settlement and conversion agreement.
On April 14, 2025, Coventry Enterprises converted a portion of their debt into 95,000 shares of common stock.
On April 15, 2025, SCC requested the issuance of 25,200 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $105,651, plus 2,800 shares of Common Stock as a settlement fee (a total of 28,000 shares of Common Stock).
On April 16, 2025, SCC requested the issuance of 93,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $406,014.75.
On April 23, 2025, SCC requested the issuance of 95,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $277,400.
On April 24, 2025, SCC requested the issuance of 200,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $584,000.
On April 24, 2025, SCC requested the second issuance of 200,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a second payment of approximately $584,000.
On April 25, 2025, SCC requested the issuance of 220,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $642,400.
On April 28, 2025, SCC requested the issuance of 240,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $700,800.
On May 6, 2025, SCC requested the issuance of 245,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $715,400.
On May 6, 2025, 1800 Diagonal Lending converted a portion of their debt into 38,666 shares of common stock.
On May 30, 2025, a lender, pursuant to an OID Note dated November 11, 2024, converted $131,910 of the OID Note into 100,000 shares of the Company’s common stock. Further, on June 3, 3025, the lender converted the remaining $214,487.26 balance of the OID Note, including interest, into 184,934 shares of the Company’s common stock.
On June 30, 2025, a lender, pursuant to an OID Note dated December 13, 2024, converted $12,317.97 of interest owed on the OID Note into 11,790 shares of the Company’s common stock. Further, on July 9, 2025, the lender converted the remaining $150,554.76 balance of the OID Note, including interest, into 159,994 shares of the Company’s common stock.
Subsequent Issuances after Quarter-End
On July 12, 2025, a holder of 60,000 shares of Series D Preferred Stock converted such shares into 300,000 shares of common stock at a conversion price per share of $1.50.
Effective August 1, 2025, the Company entered into a 5-month strategic advisory agreement, pursuant to which the Company issued the advisor 4,000 shares of Series D Convertible Preferred Stock valued at $30,000.
On August 1, 2025, the Company authorized the issuance of 175,0000 shares of common stock to Corey Lambrecht, the Company’s President/COO and a director, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
On August 1, 2025, the Company authorized the issuance of 175,0000 shares of common stock to Charles A. Ross, Jr., the Company’s CEO and chairman, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
On August 11, 2025, a holder of 10,000 shares of Series D Preferred Stock converted such shares into 50,000 shares of common stock at a conversion price per share of $1.50.
On August 11, 2025, a holder of 10,000 shares of Series D Preferred Stock converted such shares into 50,000 shares of common stock at a conversion price per share of $1.50.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), Section 3(a)(10) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption therefrom.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the quarter ended June 30, 2025.
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Item 3 – Defaults upon Senior Securities
Bank of America Forbearance Agreement
As previously disclosed in the Form 8-K filed on June 10, 2025, on May 30, 2025, Champion Safe Company, Inc. (the “Borrower”), a wholly-owned subsidiary of American Rebel Holdings, Inc. (the “Company”), entered into a Forbearance Agreement (the “Forbearance Agreement”) by and among the Borrower, the guarantors identified therein (collectively, the “Guarantors”), and Bank of America, N.A. (the “Bank”) under the line of credit, dated as of February 10, 2023, by and among the Borrower, the Guarantors, and the Bank (the “Credit Agreement”).
Subject to the terms of the Forbearance Agreement, the Bank had agreed to forbear, until July 31, 2025, from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Borrower’s failure to make payment on the outstanding principal amount of the Term Loan on the Expiration Date, as amended (as defined in the Credit Agreement) (the “Identified Default”).
As a result of the uncured Identified Default, the Bank filed a complaint against Borrower and Guarantors on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,742.88, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank, and any other relief that the Court deemed just and proper (collectively, the “Litigation”).
Subject to the terms of the Forbearance Agreement, the Bank had agreed to abstain from pursuing its claims against Borrower and Guarantors in the Litigation through the Forbearance Period (defined below), provided that neither Borrower nor Guarantors breach any terms of the Forbearance Agreement. Further, the Borrower and Guarantors executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement.
Bank agreed to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on July 31, 2025 (the “Forbearance Period”) on the following terms and conditions:
● On the sooner to occur of (i) July 31, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; and
● Champion made a principal payment in the amount of $100,000.00 on the execution of the Forbearance Agreement and an additional $100,000 on June 30, 2025, which extended the original Forbearance Period from June 30, 2025 to July 31, 2025.
Champion did not make the final payment of all amounts owed under the Credit Agreement on July 31, 2025. As of July 25, 2025, the Bank issued a payoff statement showing:
| 1. | Principal Balance | $ | 1,642,129.00 | |||
| 2. | Interest | $ | 58,403.91 | |||
| 3. | Default Interest | $ | 94,352.56 | |||
| 4. | Legal Fees | $ | 28,046.95 (which increased to $36,129.04 by July 31, 2025) |
Total due to the Bank as of July 31, 2025 was $1,831,014.51 and accrues interest at the rate of $570.23 per day afterwards. This does not include any additional fees, expenses, penalties or costs.
Champion and the Company continue to work with the Bank towards an amicable resolution to this matter.
The foregoing description of the Forbearance Agreement does not purport to be complete and is subject to, and qualified, in its entirety by, the full text of the Forbearance Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2025.
Other Debts
The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses from operations and cash flow difficulties. The Company’s accumulated deficit was ($88,633,450) as of June 30, 2025 and ($65,086,200) as of December 31, 2024. The Company has experienced cash flow restraints and has missed payments due under several financing agreements. To date, the majority of lenders have been working with the Company towards amenable solutions to remedy any issues related to such agreements.
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The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability. The Company had previously had an effective Reg. A+ offering seeking to raise approximately $20.0 million; however, due to the termination of its prior PCAOB accountants and the requirement to re-audit its financial statements for the past two years for inclusion in the Reg. A+ offering documents the Company is unable to access any capital under the offering and the offering expired. The Company anticipates filing a new Reg. A+ offering in 2025.
Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. Most of the Company’s current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for it to enter into new debt agreements. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
Item 4 – Mine Safety Disclosures
Not applicable.
Item 5 – Other Information
On July 31, 2025, the Company entered into a two-year promissory notes with an accredited investor (the “Lender”) in the gross principal amount of $500,000 (the “Note”). An original issue discount of $75,000 and guaranteed interest of $75,000 was applied on the issuance date, resulting in net loan proceeds to the Company of $350,000, which were received on August 8, 2025. The Notes are required to be paid in one lump sum payment of $500,000 on or before July 31, 2027. In addition, on the 150th day after the issuance date of the Note, the Company shall pay the Lender a monitoring fee of $10,000.00.
Proceeds from the Note is intended to be utilized to support the Company’s ongoing refinancing efforts with Bank of America. Specifically, the Borrower intends to apply such proceeds toward extending the existing forbearance agreement with Bank of America through December 31, 2026, or such other date as may be mutually agreed upon between the Company and Bank of America. In the event the Company successfully negotiates a continued forbearance or full satisfaction of its obligations with Bank of America, any remaining available net proceeds shall be used for general corporate purposes, including but not limited to working capital, operational expansion, and strategic initiatives aligned with the Company’s business objectives.
Minor Default shall mean a specific type of default under the Note that occurs solely as a result of the Company’s failure to pay the monitoring fee when due, and such failure remains uncured for a period of thirty (30) calendar days following the due date. A Minor Default shall trigger acceleration of the Note, but the total amount due and payable shall be equal to one hundred five percent (105%) of the outstanding Principal amount of the Note, plus any accrued and unpaid Interest and fees, if any, as of the date of acceleration.
Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 130% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender pursuant to the conversion rights referenced below.
At any time after one hundred eighty days of the issuance date of the Note, upon five (5) business days’ written notice to Lender, the Company has the option of prepaying the outstanding principal amount of the Note, in whole or in part, by paying to the Lender a sum of money equal to one hundred thirty-five percent (135%) of the principal amount to be redeemed, together with any and all other sums due, accrued or payable to the Lender arising under the Note.
At any time after one hundred eighty days of the issuance date of the Note, the Company and the Lender may mutually agree to allow the Lender to convert the outstanding unpaid principal amount of the Note into restricted shares of Series D Convertible Preferred Stock of the Company at $7.50 per share (each share of Series D Convertible Preferred Stock in convertible into five shares of common stock). The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock into which the Series D Convertible Preferred Stock is convertible into. There are no warrants or other derivatives attached to the Note. The Company granted the Lender piggy-back registration rights on the shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock. The Company agreed to reserve a number of shares of Series D Convertible Preferred Stock, and common stock issuable upon conversion thereof, equal to three times the number of shares of Series D Convertible Preferred Stock (200,000 shares of Series D Convertible Preferred Stock in total), and common stock issuable upon conversion thereof (1,000,000 shares of common stock in total), which may be issuable upon conversion of the Note at all times.
The foregoing description of the Note and of all of the parties’ rights and obligations under the Note is qualified in their entirety by reference to the OID Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and of which is incorporated herein by reference.
In addition to the Note, the Company entered into a 5-month strategic advisory agreement with the Lender. As consideration for the advisory services, the Company issued the advisor 4,000 shares of Series D Convertible Preferred Stock valued at $30,000.
| 47 |
Item 6 – Exhibits
| Exhibit No. | Description | |
| 2.1 | Stock Purchase Agreement, dated June 8, 2016, by and among CubeScape, Inc., American Rebel, Inc., and certain individual named therein (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed June 15, 2016) | |
| 2.2 | Champion Safe Co., Inc. Stock Membership Interest Purchase Agreement dated June 29, 2022 (Incorporated by reference to Exhibit 2.1 to Form 8-K, filed July 6, 2022) | |
| 3.1 | Second Amended and Restated Articles of Incorporation effective January 22, 2022 (Incorporated by reference to Exhibit 3.4 to Form 10-K, filed March 31, 2022) | |
| 3.2 | Amended and Restated Bylaws of American Rebel Holdings, Inc. effective as of February 9, 2022 (Incorporated by reference to Exhibit 3.1 to Form 8-K, filed February 15, 2022) | |
| 3.3 | Certificate of Amendment to the Second Amended and Restated Articles effectuating 1-for-25 Reverse Stock Split (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on June 26, 2023) | |
| 3.4 | Certificate of Amendment to the Second Amended and Restated Articles of Incorporation effectuating 1-for-9 Reverse Stock Split effective October 2, 2024 (Incorporated by references to Exhibit 3.1 to Form 8-K filed on September 27, 2024) | |
| 3.5 | Certificate of Amendment to Second Amended and Restated Articles of Incorporation effective on March 31, 2025 (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on March 28, 2025) | |
| 3.6 | ARH Sub Operating Guidelines (Incorporated by reference to Exhibit 3.1 to Form 8-K filed on July 3, 2025) | |
| 4.1 | Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 24, 2020) | |
| 4.2 | Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 3, 2021) | |
| 4.3 | Amended Certificate of Designation of Series B Preferred Stock ((Incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 28, 2021) | |
| 4.5 | Warrant Agency Agreement with Action Stock Transfer dated February 9, 2022 (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed February 10, 2022) | |
| 4.6 | Form of Pre-funded Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed February 15, 2022) | |
| 4.7 | Line of Credit Agreement dated February 10, 2023 (Incorporated by reference to Exhibit 4.6 to Form 10-Q filed May 15, 2023) | |
| 4.8 | Financing Agreement dated April 14, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed May 1, 2023) | |
| 4.9 | Armistice Form of New Warrant A (Incorporated by reference to Exhibit 4.1 to Form 8-K/A, filed on September 8, 2023) | |
| 4.10 | Armistice Form of New Warrant B (Incorporated by reference to Exhibit 4.2 to Form 8-K/A, filed on September 8, 2023) | |
| 4.11 | Amended and Restated Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed on November 6, 2023) | |
| 4.12 | Certificate of Designation of Series C Preferred Stock (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 6, 2023) | |
| 4.13 | Alt Banq Financing Agreement dated December 28, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on January 3, 2024) | |
| 4.14 | Certificate of Designation of Series D Convertible Preferred Stock dated May 10, 2024 (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 16, 2024) | |
| 4.15 | April 2025 Private Placement Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 10, 2025) | |
| 4.16 | April 2025 Private Placement Form of Series A Warrant (Incorporated by reference to Exhibit 4.2 to Form 8-K filed on April 10, 2025) | |
| 4.17 | April 2025 Private Placement Form of Series B Warrant (Incorporated by reference to Exhibit 4.3 to Form 8-K filed on April 10, 2025) | |
| 4.18 | April 2025 Private Placement Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.4 to Form 8-K filed on April 10, 2025) | |
| 4.19 | Streeterville Capital OID Note dated June 26, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed July 3, 2025) | |
| 10.1† | Ross Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed March 5, 2021) | |
| 10.2† | Grau Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10. 2 to Form 8-K, filed March 5, 2021) | |
| 10.3† | 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed March 5, 2021) | |
| 10.4† | Ross Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.42 to Form 10-K, filed May 17, 2021) | |
| 10.5† | Grau Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.43 to Form 10-K, filed May 17, 2021) | |
| 10.6 | Armistice Form of Warrant (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 28, 2023) | |
| 10.7 | Armistice Form of Prefunded Warrant (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on June 28, 2023) | |
| 10.8 | Armistice Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on June 28, 2023) | |
| 10.9 | Tony Stewart Racing Nitro Sponsorship Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 7, 2023) | |
| 10.10 | Master Brewing Agreement dated August 9, 2023 (Incorporated by reference to Exhibit 10.16 to Form 10-Q filed on August 14, 2023) |
| 48 |
| 10.11 | Loan Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 10.17 to Form 10-Q filed on August 14, 2023) | |
| 10.12 | Form of Inducement Letter dated September 8, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 8, 2023) | |
| 10.13† | Lambrecht Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 24, 2023) | |
| 10.14† | Ross Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on November 24, 2023) | |
| 10.15† | Grau Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on November 24, 2023) | |
| 10.16 | $500,000 Revenue Interest Purchase Agreement dated December 19, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 22, 2023) | |
| 10.17 | New Loan Agreement dated January 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 5, 2024) | |
| 10.18 | 1800 Diagonal Note dated March 21, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 22, 2024) | |
| 10.19 | 1800 Diagonal Securities Purchase Agreement dated March 21, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 22, 2024) | |
| 10.20 | $100,000 Revenue Interest Purchase Agreement dated March 22, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 27, 2024) | |
| 10.21 | $100,000 Revenue Interest Purchase Agreement dated April 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 3, 2024) | |
| 10.22 | $100,000 Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.22 to Form 10-K filed on April 12, 2024) | |
| 10.23 | $300,000 Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.23 to Form 10-K filed on April 12, 2024) | |
| 10.24 | $75,000 Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.24 to Form 10-K filed on April 12, 2024) | |
| 10.25 | $500,000 Revenue Interest Purchase Agreement dated April 19, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K/A filed on April 25, 2024) | |
| 10.26 | KBI Securities Exchange Agreement dated May 13, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 16, 2024) | |
| 10.27 | 1800 Diagonal Note dated May 28, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 4, 2024) | |
| 10.28 | 1800 Diagonal Securities Purchase Agreement dated May 28, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 4, 2024) | |
| 10.29 | Coventry Enterprises, LLC Note dated June 14, 2024 (Incorporated by reference to Exhibit 10.29 to Form 10-Q filed on June 14, 2024) | |
| 10.30 | Coventry Enterprises, LLC Securities Purchase Agreement dated June 14, 2024 (Incorporated by reference to Exhibit 10.30 to Form 10-Q filed on June 14, 2024) | |
| 10.31 | Sinks Promissory Note dated June 28, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated July 2, 2024) | |
| 10.32 | Parkview Advance Futures Receivables Sale and Purchase Agreement dated July 2, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated July 11, 2024) | |
| 10.33 | Agile Lending Subordinated Business Loan and Security Agreement dated July 8, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated July 11, 2024) | |
| 10.34 | KBI Conversion Agreement dated July 10, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated July 11, 2024) | |
| 10.35 | Securities Exchange and Amendment Agreement No. 1 effective August 5, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated August 7, 2024) | |
| 10.36 | Securities Exchange and Amendment Agreement No. 2 effective August 5, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated August 7, 2024) | |
| 10.37 | $100,000 Amended RIP Agreement No. 1 effective August 5, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated August 7, 2024) | |
| 10.38 | $100,000 Amended RIP Agreement No. 2 effective August 5, 2024 (Incorporated by reference to Exhibit 10.4 to Form 8-K dated August 7, 2024) |
| 49 |
| 10.39 | $300,000 Amended RIP Agreement No. 3 effective August 5, 2024 (Incorporated by reference to Exhibit 10.5 to Form 8-K dated August 7, 2024) | |
| 10.40 | 1800 Diagonal Note dated August 8, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated August 13, 2024) | |
| 10.41 | 1800 Diagonal Securities Purchase Agreement dated August 8, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated August 13, 2024) | |
| 10.42 | Coventry Enterprises Note dated September 4, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated September 9, 2024) | |
| 10.43 | Coventry Enterprises Securities Purchase Agreement dated September 4, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated September 9, 2024) | |
| 10.44 | Coventry Enterprises Conversion Agreement dated September 4, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated September 9, 2024) | |
| 10.45 | 1800 Diagonal Note dated October 4, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 8, 2024) | |
| 10.46 | 1800 Diagonal Securities Purchase Agreement dated October 4, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated October 8, 2024) | |
| 10.47 | Investor Securities Exchange Agreement dated October 23, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 30, 2024) | |
| 10.48 | Alumni Capital Note dated October 30, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 1, 2024) | |
| 10.49 | Alumni Capital Securities Purchase Agreement dated October 30, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 1, 2024) | |
| 10.50 | Alumni Capital Warrant dated October 30, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated November 1, 2024) | |
| 10.51 | 1800 Diagonal Note dated November 6, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 8, 2024) | |
| 10.52 | 1800 Diagonal Securities Purchase Agreement dated November 6, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 8, 2024) | |
| 10.53 | Purchase and Exchange Agreement dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 13, 2024) | |
| 10.54 | $400,000 OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 13, 2024) | |
| 10.55 | $213,715 OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 6, 2025) | |
| 10.56 | AgileLending Subordinated Business Loan and Security Agreement (Incorporated by reference to Exhibit 10.56 to Form 10-K filed on April 9, 2025) | |
| 10.57 | Alumni Capital Amendment to Securities Purchase Agreement dated December 31, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 6, 2025) | |
| 10.58 | Silverback Capital Settlement Agreement and Stipulation dated December 26, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 13, 2025) | |
| 10.59 | $617,100 OID Note 1 dated January 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 13, 2025) | |
| 10.60 | $123,420 OID Note 2 dated January 10, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated January 13, 2025) | |
| 10.61 | 1800 Diagonal Note dated February 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 14, 2025) | |
| 10.62 | 1800 Diagonal Securities Purchase Agreement dated February 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated February 14, 2025) | |
| 10.63 | Amendment to Purchase and Exchange Agreement dated February 19, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 21, 2025) | |
| 10.64 | 1800 Diagonal Note dated March 3, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated March 5, 2025) | |
| 10.65 | 1800 Diagonal Securities Purchase Agreement dated March 3, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated March 5, 2025) | |
| 10.66 | April 2025 Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 10, 2025) | |
| 10.67 | April 2025 Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 10, 2025) | |
| 10.68 | 1800 Diagonal Note dated April 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 14, 2025) | |
| 10.69 | 1800 Diagonal Securities Purchase Agreement dated April 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed April 14, 2025) | |
| 10.70 | Form of OID Note dated May 27, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 30, 2025) | |
| 10.71 | Bank of America Forbearance Agreement dated May 30, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed June 11, 2025) | |
| 10.72 | Streeterville Capital Note Purchase Agreement dated June 26, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed July 3, 2025) | |
| 10.73 | Streeterville Capital DACA dated June 26, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed July 3, 2025) | |
| 10.74 | Streeterville Capital Guaranty dated June 26, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed July 3, 2025) | |
| 10.75 | Streeterville Capital Pledge Agreement dated June 26, 2025 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed July 3, 2025) | |
| 10.76 | 1800 Note dated July 7, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed July 14, 2025) |
| 50 |
| 10.77 | 1800 Securities Purchase Agreement dated July 7, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed July 14, 2025) | |
| 10.78 | Boot Note dated July 7, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed July 14, 2025) | |
| 10.79 | Boot Securities Purchase Agreement dated July 7, 2025 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed July 14, 2025) | |
| 10.80# | OID Note dated July 31, 2025 | |
| 31.1# | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2#** | Certification of Interim Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1#** | Certification of Chief Executive Officer and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 99.1 | Tony Stewart Sponsorship Expansion Press Release dated March 27, 2025 (Incorporated by reference to Exhibit 99.1 to Form 10-K filed April 9, 2025) | |
| 99.1 | Tony Stewart Sponsorship Expansion Press Release dated March 27, 2025 (Incorporated by reference to Exhibit 99.1 to Form 10-K filed April 9, 2025) | |
| 99.2 | Nationwide Ad Campaign Press Release dated March 28, 2025 (Incorporated by reference to Exhibit 99.2 to Form 10-K filed April 9, 2025) | |
| 99.3 | Andy Ross on South Florida Television Morning Shows Press Release dated April 2, 2025 (Incorporated by reference to Exhibit 99.3 to Form 10-K filed April 9, 2025) | |
| 99.4 | American Rebel Story Press Release dated April 3, 2025 (Incorporated by reference to Exhibit 99.4 to Form 10-K filed April 9, 2025) | |
| 99.5 | Up to $11 million Private Placement Press Release dated April 4, 2025 (Incorporated by reference to Exhibit 99.5 to Form 10-K filed April 9, 2025) | |
| 99.6 | Corporate Update Press Release dated April 7, 2025 (Incorporated by reference to Exhibit 99.6 to Form 10-K filed April 9, 2025) | |
| 99.7 | April 2025 Offering Closing Press Release, dated April 9, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed April 10, 2025) | |
| 99.7 | Andy Ross on Miami TV Press Release dated April 10, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed April 14, 2025) | |
| 99.8 | American Rebel Beer 4-Wide Nationals Press Release dated April 14, 2025 (Incorporated by reference to Exhibit 99.28 to Form 10-Q filed May 15, 2025) | |
| 99.9 | American Rebel Beer Launch Event in Bowling Green Kentucky Press Release dated April 15, 2025 (Incorporated by reference to Exhibit 99.29 to Form 10-Q filed May 15, 2025) | |
| 99.10 | Tony Stewart Las Vegas Win Press Release dated April 17, 2025 (Incorporated by reference to Exhibit 99.30 to Form 10-Q filed May 15, 2025) | |
| 99.11 | American Rebel Light Title Sponsor at Charlotte Motor Speedway Press Release dated April 21, 2025 (Incorporated by reference to Exhibit 99.31 to Form 10-Q filed May 15, 2025) | |
| 99.12 | American Rebel Beer North Carolina Distributor Press Release dated April 22, 2025 (Incorporated by reference to Exhibit 99.32 to Form 10-Q filed May 15, 2025) | |
| 99.13 | Andy Ross on NBC-TV West Palm Beach Press Release dated April 25, 2025 (Incorporated by reference to Exhibit 99.33 to Form 10-Q filed May 15, 2025) | |
| 99.14 | Champion Safe NRA Annual Meeting Press Release dated April 28, 2025 (Incorporated by reference to Exhibit 99.34 to Form 10-Q filed May 15, 2025) | |
| 99.15 | Mar-a-Lago Board Meeting Press Release dated April 29, 2025 (Incorporated by reference to Exhibit 99.35 to Form 10-Q filed May 15, 2025) | |
| 99.16 | Key Strategic Expansion Initiatives Press Release dated May 1, 2025 (Incorporated by reference to Exhibit 99.36 to Form 10-Q filed May 15, 2025) | |
| 99.17 | North Florida Distributor Agreement Press Release dated May 6, 2025 (Incorporated by reference to Exhibit 99.37 to Form 10-Q filed May 15, 2025) | |
| 99.18 | Indiana Distributor Agreement Press Release dated May 7, 2025 (Incorporated by reference to Exhibit 99.38 to Form 10-Q filed May 15, 2025) | |
| 99.19 | 4-Wide Nationals Replay Press Release dated May 8, 2025 (Incorporated by reference to Exhibit 99.39 to Form 10-Q filed May 15, 2025) | |
| 99.20 | 101st Airborne Division’s Week of the Eagles Concert Press Release dated June 10, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed June 12, 2025) | |
| 99.21 | Free Shipping on Beer Through June 30th Press Release dated June 12, 2025 (Incorporated by reference to Exhibit 99.2 to Form 8-K filed June 13, 2025) | |
| 99.22 | American Rebel Productions Press Release dated July 10, 2025 (Incorporated by reference to Exhibit 99.1 to Form 8-K filed July 14, 2025) | |
| 99.23 | Clark Beverage Group (Mississippi) Press Release dated July 10, 2025 (Incorporated by reference to Exhibit 99.2 to Form 8-K filed July 14, 2025) | |
| 99.24# | Clark Beverage Group Press Release #2 dated July 15, 2025 | |
| 99.25# | Champion Safe Colorado Dealer Expansion Press Release dated July 17, 2025 | |
| 99.26# | Eldora Speedway 42nd Annual Kings Royal Race Week Press Release dated July 18, 2025 | |
| 99.27# | Matt Hagan Win at Muckleshoot Casino Resort NHRA Finals Press Release dated July 22, 2025 | |
| 99.28# | American Rebel Beer Sales and Initial Placement Velocity Press Release dated July 23, 2025 | |
| 99.29# | Second National Media Blitz Press Release dated July 29, 2025 | |
| 99.30# | Total Wine & More Sales Growth Press Release dated August 5, 2025 | |
| 99.31# | Champion Safe 30% Sales Grown with Northwest Safe Press Release dated August 7, 2025 | |
| 99.32# | Knoxville Nationals Press Release dated August 8, 2025 | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema** | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase* | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# Filed herewith.
‡ Furnished herewith.
† Indicates management contract or compensatory plan or arrangement.
** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| 51 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 12, 2025
| AMERICAN REBEL HOLDINGS, INC. | ||||
| (Registrant) | ||||
| By: | /s/ Charles A. Ross, Jr. | By: | /s/ Darin Fielding | |
| Charles A. Ross, Jr., CEO | Darin Fielding | |||
| (Principal Executive Officer) | President (Interim Principal Accounting Officer) | |||
| 52 |
FAQ
What was American Rebel (AREBW) net loss for the six months ended June 30, 2025?
How much cash and restricted cash did AREBW report at June 30, 2025?
What is American Rebel’s accumulated deficit and working capital position?
What material non-operating charges affected AREBW’s results?
What legal or lender actions are disclosed in the filing?
Did the company disclose auditor or restatement issues?
