American Rebel (AREBW) revises 1800 Diagonal loan repayment terms

Rhea-AI Filing Summary

American Rebel Holdings amended a recent disclosure about a financing agreement with 1800 Diagonal Lending, LLC. The company entered into a Securities Purchase Agreement under which the lender provided a promissory note with a principal amount of $152,950. After an original issue discount of $19,950 and $8,000 of fees, the company received net loan proceeds of $125,000.

The note is to be repaid through ten scheduled payments, for a total payback of $181,637.00, starting with a large first payment followed by nine smaller monthly payments through November 30, 2026. If an event of default occurs, the note becomes immediately due at 150% of the then-outstanding principal plus accrued interest and default interest at 22% per year. Only if there is a default, the lender may convert unpaid principal into restricted common stock at a 25% discount to market, subject to a 4.99% ownership cap. The company also agreed to reserve four times the number of shares that could be issued upon conversion.

Insights

Capital structure and credit analyst

Small, high-cost note with default-triggered equity conversion and strict lender protections.

The company has taken on a promissory note with a principal of $152,950, generating net proceeds of $125,000 after discounts and fees. Contracted repayments totaling $181,637.00 through November 30, 2026 imply a relatively high effective cost of capital for this size of borrowing.

Protections for the lender are strong. On default, amounts become immediately due at 150% of outstanding principal plus accrued interest and default interest at 22% annually. In a default scenario, the lender can convert unpaid principal into restricted common shares at a 25% discount to market, subject to a 4.99% ownership cap, while the company must reserve four times the potentially issuable shares.

This structure concentrates risk around any future default, where repayment obligations and potential equity issuance could rise meaningfully. As long as payments are made as scheduled, the arrangement remains traditional debt, but investors may pay close attention to future liquidity and compliance with the payment schedule outlined through late 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 25, 2025

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41267		47-3892903
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5115 Maryland Way, Suite 303 Brentwood, Tennessee		37027
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 267-3235

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		AREB		The Nasdaq Stock Market LLC
Common Stock Purchase Warrants		AREBW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment to Form 8-K amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2025 (the “Original Form 8-K”). The amendment is being filed to amend the payment amounts set forth in the disclosure in Item 1.01, and to attach a revised Exhibit 10.1. No other changes have been made to the Original Form 8-K.

Item 1.01. Entry into a Material Definitive Agreement.

1800 Diagonal Note

On August 25, 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 $152,950 (the “Note”). An original issue discount of $19,950 and fees of $8,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $125,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in ten payments, with the first payment of $118,064.05 due on February 28, 2026, eight payments of $7,063.67 due on the thirtieth day of each month thereafter and a tenth payment of $7,063.59 on November 30, 2026 (a total payback to the Lender of $181,637.00).

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 150% 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) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referenced below.

Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.

The foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement, copies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		1800 Diagonal Note dated August 25, 2025
10.2		1800 Diagonal Securities Purchase Agreement dated August 25, 2025
104		Cover Page Interactive Data File

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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 hereunto duly authorized.

	AMERICAN REBEL HOLDINGS, INC.
Date:August 28, 2025	By:	/s/ Charles A. Ross, Jr.
		Charles A. Ross, Jr. Chief Executive Officer

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FAQ

What financing agreement did American Rebel (AREBW) enter into with 1800 Diagonal Lending?

American Rebel entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, under which the lender provided a promissory note with a principal amount of $152,950, resulting in net proceeds of $125,000 to the company after discounts and fees.

How and when must American Rebel repay the $152,950 note?

The note is to be repaid in ten payments for a total of $181,637.00, starting with a first payment of $118,064.05 on February 28, 2026, followed by eight payments of $7,063.67 each month and a final payment of $7,063.59 on November 30, 2026.

What happens if American Rebel defaults on the 1800 Diagonal note?

If an Event of Default occurs and continues, the note becomes immediately due and payable at 150% of the then-outstanding principal plus accrued and unpaid interest, plus default interest at 22% per annum on those amounts, along with any additional amounts related to conversion rights.

Can the 1800 Diagonal note be converted into American Rebel common stock?

The lender may convert the unpaid principal into restricted shares of American Rebel common stock only upon an event of default. The conversion price is at a 25% discount to the market price, and the lender agreed to limit its holdings to less than 4.99% of the company’s outstanding common stock.

Are there any warrants or derivatives attached to the 1800 Diagonal note for American Rebel?

No. The disclosure states there are no warrants or other derivatives attached to this note. However, the company agreed to reserve a number of common shares equal to four times the number of shares that may be issuable upon conversion of the note.

What does this 8-K/A amendment change in American Rebel’s prior disclosure?

The amendment is being filed to change the payment amounts described for the note under Item 1.01 and to attach a revised Exhibit 10.1. No other changes to the earlier report were indicated.