American Rebel Holdings WTS (AREBW) 8-K Filings

American Rebel Holdings (AREB) terminated its 2025 agreement to acquire 218 LLC and the related $11,700,000 secured note, relinquishing its ownership interests; 218 LLC and Gary Bowie are solely responsible for the seller’s and property’s liabilities. The company issued 218 LLC an unsecured, nonconvertible promissory note for $89,986.18 at 7.00% simple interest, with nine monthly interest-only payments of $524.92 beginning November 12, 2026, and unpaid principal plus accrued interest due July 12, 2027. 82,000 Series D preferred shares were surrendered for cancellation, and the company agreed to vacate the building’s fourth floor within 30 days.

Horberg Enterprises, LP exchanged 10,800 Series D shares for 81 Series E shares representing $81,000, then exchanged those for 1,756,507 common shares issued October 5, 2026. Streeterville Capital exchanged a $125,000 partitioned note from its June 2025 $5,470,000 note for 1,190,476 common shares issued October 6. On September 23, 2026, Streeterville and ARH Sub instructed Lakeside Bank to release $100,000 to the company. Silverback Capital Corporation requested two issuances of 500,000 shares, each described as representing a payment of approximately $32,775 on September 21 and $22,090 on October 5. The Lenexa facility was vacated October 1, except for signage removal.

AMERICAN REBEL HOLDINGS INC (AREB) reported a series of financing and governance actions, including debt-for-equity exchanges and a senior executive contract extension. The company agreed with Streeterville Capital, LLC to partition a $93,000 Secured Promissory Note from an existing $5,470,000 note and exchange that partitioned note for 697,674 common shares, reducing the original note’s outstanding balance accordingly.

Additional unregistered equity issuances included 25,000 shares of Series A – Super Voting Convertible Preferred Stock to President and COO Corey Lambrecht, multiple conversions by 1800 Diagonal Lending LLC of promissory-note principal into common stock at prices between $0.081075 and $0.1055 per share, and common shares to Silverback Capital Corporation as payment. Lambrecht’s employment agreement was amended and extended to December 31, 2029, with adjusted compensation. The company also highlighted American Rebel Light Beer marketing initiatives, including Pennsylvania distribution growth, sponsorship of Black Oak Amphitheater, and first regular-season NFL game-day service at Lincoln Financial Field, while exhibits reiterate prior disclosures of recurring losses, a working-capital deficit and substantial doubt about its ability to continue as a going concern.

AMERICAN REBEL HOLDINGS INC (symbol: AREB) is the issuer of record for a Form 8-K filing submitted to the SEC.

American Rebel Holdings entered into a Securities Purchase Agreement with GS Capital Partners for a $135,000 Convertible Promissory Note that includes a $13,500 original issue discount, resulting in $121,500 of net proceeds to the company before approximately $5,000 in legal and other expenses. The note matures on July 13, 2027 and calls for seven equal principal installments of $22,178.57, beginning on the 181st day after the July 31, 2026 issue date and then every 30 days for six months.

The note is convertible into common stock at 75% of the lowest trading price during the five trading days before each conversion, and the company has reserved up to 3,701,799 shares for potential conversions. As a commitment fee, American Rebel issued 59,000 shares of common stock to GS Capital Partners at a stated value of $0.20 per share, and on August 6, 2026 Silverback Capital Corporation requested 500,000 shares of common stock representing a payment of approximately $65,700. The company states that these securities were issued or will be issued in private transactions relying on Section 4(a)(2) and/or Regulation D exemptions and are treated as restricted securities.

American Rebel Holdings, Inc. restructured portions of its debt and preferred equity in July 2026. It agreed with Streeterville Capital to carve out a $126,000 secured partitioned note from an earlier $5,470,000 note and exchange that portion for 700,000 common shares, and later directed release of $100,000 held under a Deposit Account Control Agreement.

With Horberg Enterprises, the company exchanged 6,800 Series D preferred shares for 51 Series E shares, representing $51,000, then converted those into 386,145 common shares valued at $0.1321 per share. Other transactions included note conversions by 1800 Diagonal Lending into 396,039 and 214,003 shares at $0.1136 per share and an issuance of 1,000,000 shares to Silverback Capital. The board also approved a Second Amended and Restated Certificate of Designations for the Series E Preferred Stock, filed on July 24, 2026. All share issuances were unregistered, private offerings relying on Section 4(a)(2) and Regulation D exemptions, and the securities are restricted.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

American Rebel Holdings outlined a debt-for-equity move and serious Nasdaq listing risks following its 1-for-100 reverse stock split. The company exchanged $250,012.50 of an $11.7 million note for 33,335 common shares and allowed the investor to exchange up to an additional $250,000 of note principal into stock at $7.50 per share, capped at 4.99% beneficial ownership.

Nasdaq notified the company that, after the reverse split, publicly held shares were below the 500,000 threshold, providing an additional basis for delisting and triggering a Qualification Halt on trading that will remain until compliance is regained. As of March 23, 2026, American Rebel reports 227,554 common shares outstanding, including 45,000 shares issued upon conversion of 9,000 shares of Series D preferred stock, while it seeks relief from a Nasdaq Hearings Panel.

American Rebel Holdings, Inc. reported new financing actions with Streeterville Capital on February 25, 2026. The company directed Lakeside Bank to release $250,000 from a controlled deposit account tied to a previously issued $5,470,000 secured promissory note, providing additional cash to the business.

On the same date, American Rebel and Streeterville executed five exchange agreements converting 490 shares of Series E Preferred Stock, previously issued under an August 2025 note purchase agreement, into 2,450,000 shares of common stock. These common shares were issued in a private, unregistered transaction relying on Section 4(a)(2) and/or Regulation D exemptions, and are restricted securities subject to resale limitations.

American Rebel Holdings, Inc. reported several financing and strategic updates. The company and Streeterville Capital released $500,000 from a controlled deposit account and restructured a $5,470,000 secured note by carving out Partitioned Notes totaling $304,000 and $130,000, which were exchanged for 1,385,595 and 650,000 common shares, respectively. Holders of 260,001 shares of Series D Convertible Preferred Stock also converted into 1,300,005 common shares, all in unregistered transactions under Section 4(a)(2) and Regulation D, adding meaningful equity dilution.

The company highlighted growth of American Rebel Light Beer, including a new Missouri distribution partnership with Wil Fischer Distributing, broader multistate distribution, and a limited-edition 250th Anniversary Patriot Pack planned for spring 2026. The disclosures also reference a completed 1‑for‑20 reverse stock split on February 2, 2026, the company’s receipt of a Nasdaq delisting notice, and an upcoming appeal, while noting contingency planning for a potential move to OTC Markets if Nasdaq listing is not maintained.

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.

American Rebel Holdings reports that Nasdaq has determined to delist its common stock (AREB) and warrants (AREBW) after the shares failed to maintain a minimum $1.00 bid price for 30 consecutive business days and the company completed multiple reverse stock splits, triggering ineligibility for a compliance period under Nasdaq rules. Unless a hearing request is filed by February 11, 2026, the securities are expected to be delisted at the open on February 13, 2026. The board has chosen not to request a hearing. The company expects its stock to be quoted on the OTCID market under AREB and plans to apply for trading on the OTCQB, though approval is not assured, which may materially affect trading price and volume.

Separately, the company reports several unregistered equity issuances. On February 5, 2026, holders converted 54,000 Series D Convertible Preferred shares into 270,000 common shares, and Silverback Capital Corporation (SCC) requested 273,000 common shares, representing approximately $229,814.20 under a settlement agreement. On February 6, 2026, 42,934 Series D shares converted into 214,670 common shares, and SCC requested 150,000 common shares for about $111,567.00. On February 9, 2026, 35,000 Series D shares converted into 175,000 common shares, and SCC requested 149,500 common shares for about $111,195.11. These issuances were made under Securities Act exemptions and result in additional common stock outstanding.

American Rebel Holdings, Inc. filed an update describing new debt exchanges, multiple share issuances, a reverse stock split, and a limited-edition beer launch. The company agreed with Streeterville Capital to partition secured promissory notes totaling $330,070, which were exchanged for 253,900 common shares, reducing the balance of an original $5,470,000 note.

Between January 30 and February 5, 2026, several holders converted OID and Series D Convertible Preferred Stock into common shares and requested additional stock issuances, while the company completed a 1-for-20 reverse stock split. After these transactions, 3,581,352 common shares were outstanding. Separately, American Rebel announced a limited-edition American Rebel Light Beer “Patriot Pack” to honor the United States’ 250th birthday, scheduled for availability from mid-May through October 2026.

American Rebel Holdings, Inc. approved key capital structure moves. On September 16, 2025, the company issued 12,000 shares of Series D Convertible Preferred Stock, valued at $90,000, to Carter, Terry & Company Inc. as partial payment of commissions on a recent financing, relying on a private offering exemption. The company agreed to register the common shares underlying the Series D within thirty calendar days, and may instead satisfy the $90,000 obligation in cash before that registration.

The board set a 1-for-20 reverse stock split of the common stock, effective at 12:00 a.m. Eastern Time on October 3, 2025, with trading on a split-adjusted basis expected to begin that day. The reverse split is intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement. Fractional shares will be rounded up, and any current holder of 100 or more shares will not be reduced below 100 shares. Preferred stock authorization of 10,000,000 shares and existing preferred conversion ratios remain in place. As of September 17, 2025, the company had 10,228,741 common shares issued and outstanding.

American Rebel Holdings reports a new consulting deal and several issuances of unregistered securities. The company entered a Consulting Services Agreement with FMW Media Works under which FMW will provide media and other consulting services for twelve months. As compensation, American Rebel will pay FMW $10,000 per month and has issued 500,000 shares of common stock.

The company also issued and authorized multiple tranches of Series D Convertible Preferred Stock. These include 6,667 shares to Eventus Advisory Group LLC for $50,000 of accrued fees, 20,000 shares to DeMint Law, PLLC for $150,000 of accrued fees, additional shares to MZ Digital, LLC for accrued fees, and 40,000 shares sold to an accredited investor at $7.50 per share for $300,000 in cash. All securities were issued without registration under an exemption for private offerings to accredited or sophisticated investors.

American Rebel Holdings, Inc. entered into a minority membership interest purchase agreement with Sydona Enterprises, LLC, doing business as Schmitty’s Snuff, effective September 2, 2025. The company is issuing 426,155 shares of common stock and a prefunded warrant to purchase 1,183,191 shares of common stock at $0.01 per share to Schmitty’s, valuing the common stock at $1.25 per share and the prefunded warrants at $1.24 each, for an aggregate purchase price of $1,999,850.59.

In exchange, American Rebel is acquiring 31,603.20 common units of Schmitty’s, representing a 19.01% ownership interest in the Washington-based manufacturer and distributor of non-tobacco, non-nicotine oral products. Within five business days of signing, American Rebel agreed to file a Form S-1 registration statement to register the issued shares and the shares underlying the prefunded warrants, which include a 4.99% beneficial-ownership blocker on Schmitty’s holdings of American Rebel’s common stock.

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.

American Rebel Holdings agreed to buy a four-story commercial building at 218 3rd Avenue North in downtown Nashville for $14.1 million, using a mix of equity and debt.

The company will apply $2.1 million of the price through common stock and prefunded warrants, pay $300,000 in three cash installments, and issued a 12‑month 6% promissory note for $11.7 million. It plans to file a Form S‑1 to register shares for the down payment and 9,360,000 shares of common stock underlying conversion of the note. American Rebel also bought a $2.0 million slice of a secured Damon, Inc. note by issuing 2,000 shares of new Series E Preferred Stock, while granting those preferred shares a 10% annual return, senior ranking, and strong covenants limiting future financings and other corporate actions.

American Rebel Holdings, Inc. reported a material event indicating its securities will be scheduled for delisting from The Nasdaq Capital Market and will be suspended at the opening of business on August 29, 2025. The filing references the company's Common Stock ($0.001 par value) and Common Stock Purchase Warrants. The 8-K includes checkboxes showing that Rule 425, Rule 14a-12, Rule 14d-2(b), and Rule 13e-4(c) communications are not being asserted in this filing. The notice signals an imminent trading suspension on Nasdaq for the listed securities and serves as formal public disclosure of that event.

American Rebel Holdings, Inc. (AREBW) filed an 8-K reporting a material event that includes an attached Agile Capital Funding Securities Exchange Agreement dated August 15, 2025. The filing lists common stock and common stock purchase warrants among the securities referenced and includes a signature block executed by Charles A. Ross, Jr. on behalf of the company. The document appears to be a succinct disclosure that an agreement related to the companys securities has been executed and furnished as an exhibit to the 8-K.

American Rebel Holdings, Inc. (Nasdaq: AREB/AREBW) filed an 8-K after the 31-Jul-25 expiration of a Bank of America forbearance covering a February 2023 credit facility held by wholly-owned subsidiary Champion Safe.

• Default remains uncured: Champion did not pay the outstanding term-loan balance on 31-Jul-25. As of that date the Bank’s payoff statement shows $1,642,129 principal, $58,404 interest, $94,353 default interest and $36,129 legal fees, totaling $1.831 million; interest is accruing at $570.23 per day.
• Litigation risk: The Bank’s March 2025 complaint (Utah, Case No. 250401345) seeking ≥$1.907 million had been stayed during the forbearance. With the stay lapsed, acceleration and judgment are now possible.
• Capital structure change: On 01-Aug-25 the Company issued 350,000 common shares (175,000 each) to CEO Charles A. Ross Jr. and President/COO Corey Lambrecht upon conversion of 700 Series A preferred shares. The unregistered issuance relied on the Section 4(a)(2) exemption.

No earnings data were provided. Management states it is "working toward an amicable resolution" with the Bank, but no new agreement has been executed.