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.
American Rebel Holdings, Inc. (Nasdaq: AREB/AREBW) has filed Amendment No. 2 to its Form S-1 registration statement dated June 20, 2025. The filing seeks to register up to 4,760,316 shares of common stock for resale by existing shareholders. The bulk of the registration (3,677,548 shares) stems from an April 4, 2025 Securities Purchase Agreement that included common stock, pre-funded warrants, Series A warrants, Series B warrants and placement-agent warrants. A further 1,082,768 shares relate to piggy-back registration rights.
No primary shares are being sold by the Company; therefore, American Rebel will not receive proceeds from secondary sales. If all warrants are exercised for cash, the Company could raise up to approximately $8.55 million.
The prospectus highlights several capital-structure features important to investors:
- The Board is authorized to issue up to 600 million common shares and 10 million preferred shares without further shareholder approval (subject to the 20% Nasdaq rule).
- Series A Convertible Preferred Stock (124,812 shares held by management) carries 1,000-to-1 voting power versus common stock, giving management control of more than 79% of total voting rights. The preferred is convertible, after vesting, at 500-to-1 into common shares, creating further dilution potential.
- Two reverse stock splits have been executed recently: 1-for-9 (Oct 2 2024) and 1-for-25 (Mar 31 2025).
American Rebel remains a non-accelerated filer and smaller reporting company. On June 18 2025, AREB closed at $1.62 per share. The Company warns that “investing in our securities involves a high degree of risk,” with detailed risk factors beginning on page 15.
Key takeaway: The amendment facilitates potential liquidity for existing holders but introduces further dilution risk to common shareholders, while the super-voting preferred structure consolidates management control.