American Rebel Hldgs Inc SEC Filings

American Rebel Holdings, Inc. is furnishing an information statement describing stockholder approval by written consent to authorize a reverse stock split of its common stock at a ratio of up to 1-for-250. The Information Statement was mailed on March 2, 2026 to holders of record as of February 26, 2026, and the Board may file the amendment to effect the Reverse Stock Split on or after March 22, 2026.

The filing discloses 10,634,069 shares of common stock outstanding as of the Written Consent date and that Voting Stockholders holding a combined voting power of 123,412,509 votes (about 92.07% of total voting power) delivered consent on February 13, 2026. The Board says the Reverse Stock Split is intended primarily to increase the per-share trading price and respond to a February 4, 2026 Nasdaq notice regarding a sustained bid price below $1.00, and the Board has appealed the delisting determination.

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, 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 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 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. 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.

Form 144 notice for American Rebel Holdings, Inc. (AREBW): The filing notifies a proposed sale of 175,000 shares of common stock through WestPark Capital with an aggregate market value of $135,205. The filer reports 10,228,741 shares outstanding, and the approximate date of sale is listed as 09/23/2025. The securities were acquired on 08/01/2025 by conversion of Series A Convertible Preferred Stock, described as a conversion of fully paid preferred shares. No securities were reported sold by the filer in the past three months. The filing does not identify the selling person's name, relationship to the issuer, or signature details in the provided content.

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 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.