American Rebel (NASDAQ: AREB) appeals Nasdaq delisting and weighs OTC backup
Rhea-AI Filing Summary
American Rebel Holdings filed an 8-K detailing Nasdaq’s decision to delist its common stock and warrants after the shares traded below the $1.00 minimum bid price for 30 consecutive business days and the company conducted multiple reverse stock splits with a cumulative 1-for-90,000 ratio.
The board initially planned to transition to OTC Markets, but on February 11, 2026 formally appealed the Nasdaq delisting, which keeps AREB and AREBW trading on Nasdaq pending a hearing. The filing also notes the February 2, 2026 1-for-20 reverse split, conversion of 80,000 Series D preferred shares into 400,000 common shares, issuance of 5,868,547 common shares for round-lot rounding, and a total of 10,434,069 common shares outstanding. Embedded forward-looking statements highlight contingency plans for an OTC move, recent nine‑month 2025 revenue of $7,231,439, a net loss of $(28,427,026), a working capital deficit of $(17,650,023), and substantial doubt about the company’s ability to continue as a going concern.
Positive
- None.
Negative
- Nasdaq delisting risk and appeal dependency: Nasdaq issued a Staff Delisting Determination for AREB and AREBW due to a prolonged sub-$1.00 bid price and extensive reverse splits; continued listing now depends on the outcome of a Nasdaq Hearings Panel appeal.
- Severe dilution and structural fragility: Four reverse splits since October 2024 with a cumulative 1-for-90,000 ratio, followed by new common shares from preferred conversion and rounding issuances, signal heavy historical and recent dilution for existing stockholders.
- Going-concern warning and strained finances: Recent 10-Q figures show a $(28,427,026) nine‑month net loss, $(93,513,226) accumulated deficit, $(17,650,023) working capital deficit, low cash balances, high-interest debt, missed financing payments, and stated substantial doubt about the company’s ability to continue as a going concern.
Insights
Nasdaq listing risk, heavy dilution, and going-concern doubts create a high-risk profile.
American Rebel faces an immediate listing challenge: Nasdaq issued a delisting determination tied to a sub-
The board first opted to transition to OTC Markets, then reversed course and filed an appeal on
The capital structure is evolving: a 1-for-20 reverse split on
Financial disclosures from the
UNITED STATES
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on February 4, 2026, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2) (the “Rule”). As a result of non-compliance with the Rule, the Staff determined to delist the Company’s securities (common stock (“AREB”) and publicly traded warrants (“AREBW”)) from The Nasdaq Capital Market at the opening of business on February 13, 2026, unless the Company was to request an appeal of the determination by February 11, 2026.
The Company’s board of directors originally chose not to request a hearing before an independent Nasdaq Hearings Panel; however, on February 11, 2026, after consultation with strategic advisors to the Company, the board of directors decided to request a hearing and appeal the Staff’s delisting determination. The Company filed its hearing request with Nasdaq prior to the 4:00 p.m. Eastern Time on February 11, 2026 deadline. The filing of the hearing request will result in a stay of any suspension or delisting action pending the conclusion of the hearing process.
This report contains forward-looking statements, including, but not limited to, the timing of the hearing and the Company’s ability to appeal the delisting decision. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied by such forward-looking statements. In particular, the hearing may be scheduled, and the panel may issue a decision, more quickly than expected based on the typical time periods in published Nasdaq guidance, which shorter timeline(s) may be unfavorable for the Company and the continued listing of the Company’s common stock on The Nasdaq Capital Market. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update any forward-looking statement in this report, except as required by law.
Item 3.02 Unregistered Sales of Equity Securities.
On February 10, 2026, holders of 80,000 shares of Series D Convertible Preferred Stock converted such shares into 400,000 shares of common stock.
On February 2, 2026, the Company effectuated a 1-for-20 reverse stock split. On February 11, 2026, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 5,868,547 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.
The Company currently has 10,434,069 shares of common stock outstanding.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), 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.
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Item 7.01 Regulation FD Disclosure.
On February 11, 2026, the Company issued a press release titled “American Rebel Holdings Announces Strategic Transition to OTC Markets and Confirms Board Decision Not to Appeal Nasdaq Delisting Determination.” A copy of the press release is attached hereto as Exhibit 99.1.
On February 11, 2026, the Company issued a second press release titled “American Rebel Holdings Announces Board Decision to Appeal Nasdaq Delisting Determination.” A copy of the press release is attached hereto as Exhibit 99.2.
The press releases contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management’s expectations as of the date hereof. The Company does not undertake any responsibility for the adequacy, accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements.
The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Transition to OTC Markets Press Release dated February 11, 2026 | |
| 99.2 | Nasdaq Hearing Notice to Appeal Delisting Press Release dated February 11, 2026 | |
| 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: February 11, 2026 | By: | /s/ Charles A. Ross, Jr. |
| Charles A. Ross, Jr. | ||
| Chief Executive Officer | ||
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Exhibit 99.1
American Rebel Holdings Announces Strategic Transition to OTC Markets and Confirms Board Decision Not to Appeal Nasdaq Delisting Determination
Company remains fully reporting with the SEC; reaffirms growth strategy and longer-term goal to relist stronger on a national exchange
Nashville, Tennessee, Feb. 11, 2026 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (Nasdaq: AREB; AREBW) (“American Rebel” or the “Company”) today announced that its Board of Directors has determined that the Company will not appeal the Nasdaq Staff Delisting Determination received on February 4, 2026, and will instead pursue a structured transition to OTC Markets, where the Company expects to initially seek quotation on OTCID, with the goal of pursuing an upgrade to OTCQB (and potentially higher tiers) as eligibility requirements are met.
The Company emphasized that it intends to remain a fully reporting public company and will continue its commitment to timely and transparent disclosure to provide liquidity options for existing shareholders and stakeholders.
Strategic rationale
“After extensive consultation with our professional resource teams, we believe that—despite shareholder-friendly corporate actions designed to protect shareholders with minimum holdings—the volatility of the Nasdaq market and its impact on our share price, combined with increasingly stringent continued listing standards, including proposed minimum market capitalization and minimum bid price requirements, has created an untenable environment for most, if not all, small-cap companies,” said Andy Ross, Chairman and Chief Executive Officer of American Rebel Holdings, Inc. “We are fortunate to have strategic advisors and a clear plan to transition to the OTC Markets, initially at OTCID and then progressing to the OTCQB or OTCQX as we meet the requirements to strengthen visibility and liquidity. Our focus now is to recalibrate, access capital efficiently, and execute on our mid-term objective of relisting—bigger, better and stronger—while evaluating all platforms, including the NYSE and emerging exchange opportunities such as the Texas Stock Exchange.”
Business momentum and path forward
Over the Company’s nearly four-year Nasdaq tenure, American Rebel has executed meaningful strategic actions, including:
| ● | The acquisition of Champion Safe, strengthening the Company’s foundation and brand footprint; |
| ● | The launch and expansion of the Company’s Beverage Division, which management believes continues to grow at an accelerated pace; and |
| ● | Several strategic investments intended to support long-term value creation. |
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“American Rebel is making this decision from a position of determination and focus,” Ross added. “This is about prioritizing execution—building the business, expanding our brands, and pursuing growth initiatives with discipline—while maintaining public-company transparency and positioning the Company for a return to a national exchange.”
Nasdaq determination and timing
Nasdaq notified the Company that it is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Nasdaq indicated that the bid price of the Company’s listed securities closed below $1.00 per share for 30 consecutive business days from December 17, 2025 through January 30, 2026.
Nasdaq further indicated that, pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for a compliance period because the Company has effected a reverse stock split within the prior one-year period and/or effected one or more reverse stock splits within the prior two-year period with a cumulative ratio of 250-to-1 or more. Nasdaq noted that the Company has effected four reverse stock splits since October 2024 with a cumulative ratio of 1-for-90,000.
In addition, Nasdaq indicated that the Company’s warrants (AREBW) are subject to delisting pursuant to Nasdaq Listing Rule 5560(a), which requires the underlying security to be listed on Nasdaq.
Because the Company has determined not to appeal, Nasdaq has indicated the Company’s securities are scheduled to be suspended from trading on The Nasdaq Capital Market at the opening of business on February 13, 2026, and that Nasdaq intends to file a Form 25-NSE with the U.S. Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq.
The Company expects to provide additional updates regarding its OTC Markets transition as they become available. The Company cautions that quotation on OTC Markets is subject to the submission and approval of applicable forms and the actions of third-party broker-dealers, and therefore timing cannot be assured.
Q&A responses:
| ● | Q: Is the company going private? |
A: “No. We intend to remain a fully reporting public company.”
| ● | Q: Will shareholders lose their shares? |
A: “No. Shareholders retain ownership; we expect shares to transition to OTC quotation following Nasdaq’s suspension process, subject to OTC procedures.”
| ● | Q: Why not appeal? |
A: “Given the evolving small-cap listing environment and our strategic priorities, we believe the most value-focused path is to transition efficiently and execute on operations, financing, and growth.”
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| ● | Q: What’s the plan to relist? |
A: “Strengthen fundamentals, improve capital access, expand operating momentum, and evaluate relisting options as conditions and eligibility support it.”
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. is a diversified public company focused on building American-made brands and growth platforms. The Company operates across multiple initiatives, including its Safe business and its expanding Beverage Division, and remains committed to disciplined execution, strategic growth, and shareholder transparency.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing and impact of Nasdaq’s suspension and delisting process, the Company’s expected quotation on OTC Markets and pursuit of OTCQB or other tiers, access to capital, business momentum, and the Company’s goal of relisting on a national exchange. Forward-looking statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Factors that may cause such differences include, among others, market conditions, the Company’s ability to satisfy OTC Markets eligibility criteria, the availability and terms of financing, operational execution, regulatory developments, and other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to update forward-looking statements, except as required by law.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding: (i) the timing, process, and expected effects of Nasdaq’s suspension and delisting actions; (ii) the Company’s expected transition to OTC Markets, including anticipated initial quotation on OTCID and the Company’s ability to meet the standards for an OTCQB (or other tier) upgrade; (iii) expected liquidity, trading dynamics, and investor access following the transition from Nasdaq; (iv) the Company’s plans to recalibrate operations, access capital, strengthen its balance sheet, and execute strategic initiatives; (v) growth expectations for the Company’s operating businesses (including Champion Safe and the Company’s Beverage Division), distribution expansion, and commercialization efforts; (vi) the Company’s intentions and ability to remain a fully reporting public company; and (vii) the Company’s stated mid-term objective to pursue a future relisting on a national exchange, including evaluating all platforms.
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Forward-looking statements are based on management’s current expectations and assumptions as of the date of this release and involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: Nasdaq’s actions and timing with respect to the Company’s securities (including trading suspension, delisting, and related regulatory filings); the impact of delisting on market liquidity, volatility, shareholder value, analyst coverage, institutional participation, and the Company’s ability to raise capital on acceptable terms (or at all); the Company’s ability to obtain OTC quotation and maintain an active trading market, including the actions of third-party market makers and broker-dealers; the potential application of “penny stock” rules and other trading and suitability restrictions; the risk that the Company’s securities experience reduced liquidity, wider spreads, and greater price volatility; and the risk that planned strategic or financing initiatives take longer than expected, are more costly than expected, or are not completed.
Recent financial disclosures and related risks further inform these forward-looking statements. In the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025, the Company reported, among other things: revenue of $7,231,439 for the nine months ended September 30, 2025; a net loss of $(28,427,026) for the nine months ended September 30, 2025; an accumulated deficit of $(93,513,226) as of September 30, 2025; and a working capital deficit of $(17,650,023) as of September 30, 2025. The Company also disclosed that these factors raise substantial doubt regarding its ability to continue as a going concern. In addition, the Company reported cash and cash equivalents of $722,233 and restricted cash of $2,624,501 as of September 30, 2025, and total liabilities of $28,365,077 as of September 30, 2025. The Company has disclosed that it has experienced cash-flow restraints and has missed payments due under several financing agreements, and that most of the Company’s current debt instruments are charging high interest rates, any or all of which may limit flexibility and increase financing and execution risk. The Company’s future results may be materially affected by its ability to obtain additional capital, refinance or restructure obligations, manage debt service requirements, improve operating performance and margins, and execute growth initiatives.
Additional risks include, among others: continuing losses and negative or variable operating cash flows; supply chain, manufacturing, distribution, and inventory risks; customer demand, competitive pressures, and consumer spending patterns; the Company’s ability to integrate and operate acquired businesses; the ability to expand beverage distribution and build brand awareness efficiently; regulatory and compliance risks; litigation and dispute risks; the Company’s ability to maintain effective disclosure controls and internal controls; and financial reporting, auditing, and accounting risks, including matters the Company has previously disclosed relating to prior auditor issues, reaudits, and the cautionary disclosure that certain prior comparative period financial information included in its filings should not be relied upon.
All forward-looking statements in this press release speak only as of the date of this release. The Company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Investors are urged to consider the risks and uncertainties described from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
Investor Relations
American Rebel Holdings, Inc.
ir@americanrebel.com
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Exhibit 99.2
American Rebel Holdings, Inc (NASDAQ: AREB) Files Appeal of Nasdaq Delisting Determination, Preserving Listing Pending Hearing
American Rebel Appeals Nasdaq Delisting After Continued Strategic Stockholder Discussions, Ensuring Continued Trading of Common Shares on Nasdaq Under Symbol AREB
Nashville, Tennessee – February 11, 2026 – American Rebel Holdings, Inc. (NASDAQ: AREB, AREBW) (“American Rebel” or the “Company”) today announced that it has formally filed an appeal with Nasdaq in response to the Nasdaq Staff Delisting Determination dated February 4, 2026. The appeal was submitted ahead of the 4:00 p.m. ET deadline on February 11, 2026. As a result, the Company’s Nasdaq listing will be maintained during the appeal process, and trading of the Company’s common stock and warrants on The Nasdaq Capital Market will continue pending the outcome of the hearing.
| ● | Formal Appeal Filed: American Rebel submitted a formal hearing request to Nasdaq on February 11, 2026, ahead of the 4:00 p.m. Eastern Time deadline. The appeal stays any trading suspension or delisting action while the appeal is pending, allowing the Company’s securities to remain listed on Nasdaq during this process. | |
| ● | Listing Maintained Pending Outcome: By filing the appeal, the Company preserves its Nasdaq listing and will continue to trade under the symbols AREB (common stock) and AREBW (warrants) through the conclusion of the Nasdaq Hearings Panel review. | |
| ● | Reversal of Prior Decision: This decision to appeal reflects the outcome of continued, in-depth strategic discussions with stockholders and stakeholders. It reverses the Company’s prior announced plan not to appeal the Nasdaq determination. (On February 10, 2026, the Company had indicated it would not pursue an appeal and was preparing to transition to OTC Markets absent an appeal.) Following further analysis, extensive stockholder dialogue, and feedback received in the last 24 hours, management and the Board have reconsidered and now believe that pursuing the appeal is in the best interests of stockholders. | |
| ● | Stockholder-Focused Rationale: The Board’s decision to appeal was driven by stockholder feedback and a commitment to protecting investor value. Engagement with stockholders prompted the Company to seek every opportunity to maintain its Nasdaq listing, which is viewed as an asset for liquidity and visibility. The Company also considered the continuity of recently protected “round lot” stockholders (small stockholders whose holdings were safeguarded during the recent reverse stock split, concluding that an appeal better serves those investors by keeping the Company on a national exchange. |
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| ● | CEO Statement – Commitment to Listing and Long-Term Goals: American Rebel’s Chairman and CEO, Andy Ross, emphasized that the Company is listening to its stockholders and remains committed to maintaining its listing status and achieving its long-term relisting goals on a national exchange. Ross highlighted the importance of continuity for all stockholders – especially those small investors protected in the Company’s recent reverse split – and affirmed that the appeal aligns with the Company’s strategic plan to enhance stockholder value. | |
| ● | Context of Nasdaq Delisting Notice: For context, Nasdaq’s February 4, 2026 Staff Delisting Determination cited the Company’s failure to maintain the minimum $1.00 bid price for 30 consecutive business days (Nasdaq Listing Rule 5550(a)(2)) and noted that, because American Rebel had effected multiple reverse stock splits over the past two years with a cumulative ratio of 1-for-90,000, the Company was ineligible for the standard compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv. As a result, Nasdaq staff made the determination to delist the Company’s common stock and warrants, with a trading suspension scheduled for February 13, 2026, absent an appeal. | |
| ● | Hearing Process: With the appeal filed, the Company is preparing to present a comprehensive compliance plan to an independent Nasdaq Hearings Panel. The hearing is expected to be scheduled in the coming weeks. During this period, American Rebel’s Nasdaq listing remains active, and the Company intends to use this time to execute on its business plan and take any additional actions necessary to regain compliance with Nasdaq’s listing requirements. | |
| ● | Contingency Plans Remain in Place: While pursuing the appeal, the Company continues to prepare for a potential transition to OTC Markets if required, consistent with its previously disclosed contingency plans. Management stresses that this backup plan – which includes initially seeking quotation on the OTCID market and a potential elevation to OTCQB – remains available should the appeal not result in continued Nasdaq listing. However, at present the focus is firmly on achieving a positive outcome from the Nasdaq hearing in order to retain the listing for the benefit of all stockholders. |
Appeal and Reversal of Prior Decision
American Rebel’s appeal was formally lodged with Nasdaq on February 11, 2026, ahead of the stipulated deadline. By Nasdaq rule, the filing of an appeal automatically stays any suspension or delisting action until the Nasdaq Hearings Panel reaches a decision. This means that American Rebel’s stock and warrants will continue to trade on Nasdaq throughout the appeals process, ensuring uninterrupted market access for investors in the interim.
The decision to file an appeal represents a significant strategic reversal from the Company’s earlier stance. In a press release and Form 8-K filed on February 10, 2026, American Rebel had announced that its Board of Directors elected not to appeal the Nasdaq delisting notice and was preparing to transition the Company’s listing to the over-the-counter (OTC) market. That prior decision was based on careful consideration of the Company’s situation at the time and the challenges of meeting Nasdaq’s listing standards under prevailing market conditions. However, in the hours prior to and since that announcement, the Company engaged in intensive discussions with its stockholders, advisors, and other stakeholders, during which substantial feedback was received. Stockholders expressed strong support for taking all possible actions to remain on Nasdaq, citing the benefits of a national exchange listing in terms of liquidity, visibility, and investor confidence. After reassessing the situation in light of this input and further internal analysis, the decision was made to forward with an appeal before the deadline.
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“The message from our stockholders was loud and clear: they want us to fight to retain our Nasdaq listing, and we wholeheartedly agree,” said Andy Ross, Chairman and CEO of American Rebel. “Over the past day, our management team and Board have listened carefully to our investors and engaged in deep strategic discussions. As a result of those conversations and further analysis, we have concluded that appealing Nasdaq’s decision is the right course of action to protect stockholder value. By filing this appeal, we are keeping the Company’s listing active on Nasdaq, which we believe is critically important for our stockholders at this time.”
CEO Perspective: Stockholder Engagement and Commitment to Listing Status
Mr. Ross continued: “Our number one priority is our stockholders. We have been in close dialogue with many of our investors – large and small – and their input was invaluable in guiding this decision. This appeal is fundamentally about serving our stockholders’ best interests. It preserves continuity for all stockholders, especially those smaller investors whose ‘round lot’ positions we took steps to protect during our recent reverse stock split. We want to ensure that these stockholders, who now meet Nasdaq’s round-lot holder criteria thanks to our protective actions, continue to enjoy the benefits of a Nasdaq listing.
Maintaining our Nasdaq listing, even as we work through this appeal, provides stability and visibility for the Company and its investors. We are confident in the mid- and long-term prospects of American Rebel, and our long-term goal is unchanged – we intend to grow the Company and, if necessary, relist at a higher tier or on another national exchange in the future. For now, the appeal process gives us the opportunity to continue executing our business strategy without the immediate disruption of a delisting. We will leave no stone unturned in pursuing a positive outcome for our stockholders.
In parallel, we have contingency plans ready should the appeal not succeed – including a structured transition to OTC Markets, as previously communicated – but our focus today is on this appeal and keeping American Rebel on Nasdaq. We greatly appreciate the support and feedback of our stockholders and stakeholders, and we are more committed than ever to delivering value and transparency as we navigate this process.”
Nasdaq Delisting Determination Context
As previously disclosed, Nasdaq’s Staff Delisting Determination letter, dated February 4, 2026, was issued under Nasdaq Listing Rules 5810(c)(3)(A)(iv) and 5550(a)(2). The determination was prompted by the Company’s failure to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, which violated the continued listing requirement of Rule 5550(a)(2). Under normal circumstances, Nasdaq’s rules would grant a 180-day grace period to cure a bid price deficiency. However, because American Rebel had conducted multiple reverse stock splits within the past two years – four reverse splits since October 2024, with a cumulative ratio of 1-for-90,000 – Nasdaq invoked Listing Rule 5810(c)(3)(A)(iv). This rule stipulates that if a company undergoes one or more reverse stock splits over a two-year period that cumulatively exchanges 250 or more shares into one (250:1 or greater), the company is not eligible for any compliance grace period for a bid price deficiency. Consequently, Nasdaq staff immediately issued a delisting determination for American Rebel’s securities.
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The February 4 letter stated that, absent an appeal, the Company’s common stock (AREB) and warrants (AREBW) would be suspended from trading on Nasdaq at the opening of business on February 13, 2026, and a Form 25-NSE would be filed to formally delist the securities. The Company was given until February 11, 2026 to request a hearing to appeal the decision. As noted, a timely hearing request automatically stays the suspension and delisting pending the hearing outcome. Prior to today’s change in course, the Company’s Board had initially determined not to appeal the decision, which would have resulted in the Nasdaq suspension taking effect on February 13 and a transition of the Company’s stock to the OTC Markets thereafter. With the appeal filed, those delisting actions are on hold, and the Company will await the final ruling from the Nasdaq Hearings Panel to remain listed.
It should be noted that Nasdaq’s heightened scrutiny of micro-cap listings and recent rule changes were factors in the Company’s deliberations. Nasdaq has been tightening its continued listing standards – including proposed new rules (expected to take effect as early as March 2026) that would require immediate delisting of companies with a market capitalization below $5 million for 30 consecutive days. These trends underscore the challenging environment for small-cap companies on Nasdaq. American Rebel’s leadership remains cognizant of these challenges. The Company’s strategy – whether through the appeal or via an orderly OTC transition if necessary – is aimed at preserving stockholder value and positioning the Company for eventual relisting when it can meet the more stringent criteria. By pursuing the appeal, management is effectively using the available avenues to buy time and potentially surmount the immediate bid-price compliance issue, while continuing to advance the Company’s growth initiatives.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding: the Company’s decision to appeal Nasdaq’s delisting determination (after previously announcing an intention not to appeal), the expected maintenance of the Company’s Nasdaq listing during the appeal process, the Company’s plans to present a compliance strategy to the Nasdaq Hearings Panel, the Company’s belief that the appeal is in the best interests of stockholders, and the potential outcomes of the appeal – including the possibility that the Company may remain listed on Nasdaq or, alternatively, transition to the OTC Markets as a contingency as previously disclosed. Words such as “expect,” “believe,” “intend,” “plan,” “will,” “aim,” “anticipate,” “seek,” and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are based on current expectations, estimates and assumptions, and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied herein. Factors that could cause such differences include, without limitation: the outcome of the Nasdaq appeal process and the Company’s ability to satisfy any requirements imposed by the Nasdaq Hearings Panel; the Company’s ability to achieve and sustain compliance with Nasdaq listing standards (including maintaining the required bid price and other criteria) or, if applicable, to meet the eligibility criteria for quotation on OTC Markets and/or uplisting to OTCQB in the future; market conditions and volatility in the Company’s share price; the reaction of investors and business partners to the Company’s appeal decision; the Company’s ability to successfully execute its business plan and improve its financial condition; the availability and terms of any financing or strategic transactions necessary to regain compliance or support the Company’s operations; regulatory developments or changes in Nasdaq’s rules that may affect the Company’s listing status; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including its most recent Quarterly Report on Form 10-Q.
The Company can provide no assurance that the Nasdaq appeal will be successful or that it will ultimately be able to maintain its Nasdaq listing. If the appeal is not successful, the Company expects to proceed with transitioning its securities to the OTC Markets, which could have material implications for liquidity and stockholder value, as previously reported. No assurances can be made that an active market will develop or be sustained on the OTC market if such a transition occurs, or that the Company will satisfy the criteria for, or be approved to trade on, the OTCQB tier. Forward-looking statements reflect the Company’s good-faith beliefs and assumptions as of the date of this release. However, actual outcomes may vary, and readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release, whether as a result of new information, future events or otherwise.
Investor Relations
American Rebel Holdings, Inc.
ir@americanrebel.com
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FAQ
What Nasdaq action does American Rebel Holdings (AREB) describe in this 8-K?
How is American Rebel Holdings (AREB) responding to Nasdaq’s delisting notice?
What recent share structure changes did American Rebel Holdings (AREB) disclose?
What contingency plans does American Rebel Holdings (AREB) have if the Nasdaq appeal fails?
What does the filing reveal about American Rebel Holdings’ (AREB) recent financial condition?
How do American Rebel’s reverse stock splits affect its Nasdaq compliance situation?
Filing Exhibits & Attachments
7 documents