AREB.OTC.PinkAmerican Rebel Holdings INC

8-K: American Rebel Faces Nasdaq Delisting After Bid Price Failure

Sentiment:

Delisting Notice 10 February 2026 4:30 PM

📋All filings for American Rebel Holdings INC

American Rebel Holdings, Inc. will be delisted from Nasdaq on February 13, 2026, due to failing to meet the minimum bid price requirement and ineligibility for a compliance period after multiple reverse stock splits.

Capital raiseBetween February 5 and February 9, 2026, holders of Series D Convertible Preferred Stock converted a total of 131,934 shares into 659,670 shares of common stock.Between February 5 and February 9, 2026, Silverback Capital Corporation (SCC) requested the issuance of a total of 572,500 shares of common stock, representing payments totaling approximately $452,576.31, pursuant to a settlement agreement. These issuances were exempt from registration under Section 4(a)(2) and/or Regulation D.

Worse than expectedThe company is being delisted from Nasdaq, a major exchange, which is a significant negative event.The delisting is a direct result of failing to maintain the minimum bid price and a history of multiple reverse stock splits, indicating persistent underlying issues.The board's decision not to appeal confirms the severity and inevitability of the delisting.

Summary

Received notice from Nasdaq on February 4, 2026, regarding non-compliance with the minimum bid price rule ($1.00 per share) for 30 consecutive business days.
The company is ineligible for the standard 180-calendar-day compliance period due to having effected four reverse stock splits since October 2024, resulting in a cumulative ratio of 1-for-90,000.
Nasdaq will delist the company's common stock (AREB) and publicly traded warrants (AREBW) from The Nasdaq Capital Market at the opening of business on February 13, 2026.
The board of directors chose not to appeal the delisting determination.
The company expects its common stock to be immediately eligible for quotation on the OTCID market and intends to apply for trading on the OTCQB Venture Market.
Between February 5 and February 9, 2026, holders of Series D Convertible Preferred Stock converted a total of 131,934 shares into 659,670 shares of common stock.
During the same period, Silverback Capital Corporation (SCC) requested the issuance of a total of 572,500 shares of common stock, representing payments totaling approximately $452,576.31, pursuant to a settlement agreement.

Sentiment

Score: 1

Explanation: StockSavvy.ai views this as extremely negative. The imminent delisting from Nasdaq, coupled with a history of aggressive reverse stock splits and the board's decision not to appeal, signals severe operational and financial challenges and a significant loss of investor confidence.

Negatives

Delisting from The Nasdaq Capital Market due to failure to maintain a minimum bid price of $1.00 per share.
Ineligibility for a compliance period due to a history of four reverse stock splits since October 2024, totaling a cumulative ratio of 1-for-90,000.
The board of directors' decision not to appeal the delisting, confirming the imminent delisting.
Expected transfer to the OTCID market, which may have a material adverse effect on the trading price and volume of the common stock.
Potential difficulty for stockholders to buy or sell their shares on the OTCID market.
No assurance that a market for the common stock will develop or be maintained on the OTCID market.
No assurance that the company will satisfy the criteria for trading on the OTCQB Venture Market or that its application will be approved.
Significant dilution from recent conversions of preferred stock and issuances to Silverback Capital Corporation.

Risks

Material adverse effect on the trading price and volume for the common stock if it trades on the OTCID market.
No assurance that a market for the common stock will develop or be maintained on the OTCID market.
Stockholders may find it more difficult to buy or sell their shares after delisting.
No assurance that the company will satisfy the criteria for trading on the OTCQB Venture Market or that OTC Markets Group, Inc. will approve the company's application.
Actual results may differ materially from forward-looking statements due to risks and uncertainties.

Future Outlook

The company expects its common stock to be immediately eligible for quotation on the OTCID market following delisting and intends to submit an application to trade on the OTCQB Venture Market, though there is no assurance of approval or market development.

Management Comments

The Company's board of directors has chosen not to request a hearing before an independent Nasdaq Hearings Panel.

Industry Context

StockSavvy.ai notes that delisting from a major exchange like Nasdaq to the OTCID market typically signals significant financial distress and a loss of investor confidence. Companies often face increased difficulty in attracting institutional investment and maintaining liquidity once they move to over-the-counter markets, which are generally less regulated and transparent. The repeated reverse stock splits indicate a persistent struggle to meet listing requirements, a common precursor to delisting for companies unable to sustain operational improvements or investor interest.

Comparison to Industry Standards

The delisting from Nasdaq due to a sustained failure to meet the minimum bid price, especially after four reverse stock splits with a cumulative ratio of 1-for-90,000, is a severe deviation from industry standards for publicly traded companies.
Comparable companies that face delisting often experience significant share price depreciation and reduced trading volume, similar to what is anticipated for American Rebel Holdings, Inc.
For example, companies like Helios and Matheson Analytics Inc. (HMNY), parent of MoviePass, were delisted from Nasdaq in 2019 after similar struggles with bid price and reverse splits, leading to a dramatic loss of shareholder value.
The move to the OTCID market places the company in a less liquid and less transparent trading environment compared to its Nasdaq peers, making it less attractive to a broad range of investors.

Stakeholder Impact

Shareholders will experience a material adverse effect on trading price and volume, increased difficulty in buying or selling shares, and a move to a less liquid and transparent market (OTCID/OTCQB).
Creditors: The issuance of common stock for payments to Silverback Capital Corporation suggests settlement of obligations, which could impact other creditors depending on the company's overall financial health.
Employees: While not directly mentioned, delisting and financial distress can lead to uncertainty regarding job security and company stability.

Next Steps

Delisting of common stock (AREB) and publicly traded warrants (AREBW) from The Nasdaq Capital Market at the opening of business on February 13, 2026.
Nasdaq will file a Form 25-NSE with the SEC to remove the company's securities from listing and registration.
Common stock is expected to be immediately eligible for quotation on the OTCID market under its trading symbol: AREB.
The company intends to submit an application to trade on the OTCQB Venture Market.

Key Dates

Date	Description
2024-10-02	Effective date of 1-for-9 reverse stock split.
2025-03-31	Effective date of 1-for-25 reverse stock split.
2025-10-03	Effective date of 1-for-20 reverse stock split.
2025-10-28	Date of Settlement Agreement and Stipulation with Silverback Capital Corporation.
2026-02-02	Effective date of 1-for-20 reverse stock split.
2026-02-04	Date company received written notice from Nasdaq Listing Qualifications Department regarding delisting.
2026-02-05	Holders of 54,000 Series D Convertible Preferred Stock converted into 270,000 common shares; Silverback Capital Corporation requested 273,000 common shares.
2026-02-06	Holders of 42,934 Series D Convertible Preferred Stock converted into 214,670 common shares; Silverback Capital Corporation requested 150,000 common shares.
2026-02-09	Holder of 35,000 Series D Convertible Preferred Stock converted into 175,000 common shares; Silverback Capital Corporation requested 149,500 common shares.
2026-02-10	Date the 8-K report was signed by the CEO.
2026-02-11	Deadline for the company to request an appeal of the delisting determination by 4:00 p.m. Eastern Time.
2026-02-13	Scheduled date for delisting of the company's securities from The Nasdaq Capital Market at the opening of business.

Recommendation

strong sell

The imminent delisting from Nasdaq, driven by a persistent failure to meet minimum bid price requirements and a history of extreme reverse stock splits (1-for-90,000 cumulative), indicates severe and unresolved financial and operational issues. The board's decision not to appeal further solidifies the negative outlook. Moving to the OTCID market will significantly reduce liquidity, transparency, and investor interest, making it extremely difficult for shareholders to exit positions without substantial losses. The recent equity issuances, while settling some obligations, also contribute to dilution. This filing presents a clear signal of fundamental deterioration and a high probability of further value erosion.

Keywords

Nasdaq delisting, minimum bid price, reverse stock split, OTCID, OTCQB, equity conversion, common stock, warrants, American Rebel Holdings

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