S-1: American Rebel Holdings Files for Resale of 4.76 Million Shares of Common Stock

American Rebel Holdings is registering for the resale of up to 4,760,316 shares of its common stock by selling stockholders, with the company not receiving any proceeds from the sale unless warrants are exercised.

Summary

• American Rebel Holdings, Inc. has filed a registration statement for the potential resale of up to 4,760,316 shares of common stock.
• The shares are being offered by selling stockholders, and American Rebel will not receive any proceeds from the sale of these shares unless warrants are exercised.
• The offering includes shares issuable upon the exercise of pre-funded warrants, Series A warrants, Series B warrants, and placement agent warrants.
• The company may receive up to approximately $8,551,008 if all warrants are exercised for cash.
• The shares of Common Stock and certain warrants are listed on the Nasdaq Capital Market under the symbols AREB and AREBW, respectively.
• On April 17, 2025, the closing price of the company's Common Stock as reported on the Nasdaq Capital Market was $5.16 per share.
• The company has identified material weaknesses in its internal control over financial reporting, which could adversely affect its ability to produce timely and accurate financial statements.
• The company is involved in ongoing litigation with Bank of America related to a credit facility.
• The company is focusing on organic growth, strategic acquisitions, and brand licensing to enhance its position in the safes and personal security products market.
• The company faces competition from other safe manufacturers, including Liberty Safe and American Security.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there's potential upside from warrant exercises and strategic growth initiatives, the company faces significant financial challenges, including ongoing litigation, material weaknesses in financial reporting, and a history of losses. The overall sentiment is cautiously negative.

Positives

• Potential for proceeds of up to $8,551,008 if all warrants are exercised.
• Focus on organic growth, strategic acquisitions, and brand licensing.
• Strong brand identity predicated on patriotism and quintessential American character.
• Product design and development focused on product performance.
• Trusted brand with both retailers and consumers for delivering reliable, secure safe solutions.
• Customer satisfaction with high-quality safes and personal security products.

Negatives

• The company will not receive any proceeds from the sale of these shares unless warrants are exercised.
• The company has identified material weaknesses in its internal control over financial reporting.
• The company is involved in ongoing litigation with Bank of America related to a credit facility.
• The company has not been profitable and cannot predict when or if it will achieve profitability.
• The company has an accumulated deficit of $64,491,550 as of December 31, 2024.
• The company restated certain of its previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational issues.

Risks

• Investing in the company's securities is highly speculative and involves a high degree of risk.
• The company may not be able to maintain a listing of its common stock on the Nasdaq Capital Market.
• Stockholders voting power and ownership interest may be diluted significantly through the company's efforts to obtain financing and satisfy obligations through issuance of additional shares.
• The company's financial results may be affected by tariffs or border adjustment taxes or other import restrictions.
• The company is dependent on the continued supply of materials for the manufacturing of its safes, as well as the continued supply and manufacturing of backpacks and apparel at third-party facilities locations, which are critical to its success.

Future Outlook

The company aims to enhance its position as a designer, producer, and marketer of premium safes and personal security products through organic growth, strategic acquisitions, and brand licensing.

Management Comments

• American Rebel is boldly positioning itself as Americas Patriotic Brand in a time when national spirit and American values are being rekindled and redefined.
• Theres a growing need to know how to protect yourself, your family, your neighbors or even a room full of total strangers, says American Rebels Chief Executive Officer Andy Ross.
• Its not hardware; it is a lifestyle, an emotional attachment, says Richard F. Teerlink, Harleys chairman and former chief executive, referencing the Harley-Davidson Motorcycle philosophy.

Industry Context

The North American safe industry is dominated by a small number of companies, including Liberty Safe, Fort Knox Security Products, and American Security. The company believes it has a competitive advantage because its safes are not manufactured overseas.

Comparison to Industry Standards

• The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote from Richard F. Teerlink, Harleys chairman and former chief executive, Its not hardware; it is a lifestyle, an emotional attachment.
• Safes manufactured in China, including Steelwater and Alpha-Guardian, have struggled under the import tariffs initiated under the administration of U.S President Donald Trump.

Legal Proceedings

• On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. alleging trademark infringement.
• On March 21, 2025, Bank of America filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah against the Company and its subsidiaries alleging four causes of action related to the credit facility.

Stakeholder Impact

• Shareholders may experience dilution due to the potential issuance of additional shares.
• The company's ability to attract new business may be impacted by its reputation and financial condition.
• The company's suppliers may be affected by any disruption in the supply of materials for the manufacturing of its safes.

Next Steps

• The company intends to use the net proceeds received from the Private Placement for general corporate purposes and working capital.
• The company plans to defend the complaint from Bank of America, while continuing to work with Bank of American on a settlement.
• The company will continue to monitor its stockholders equity and, if appropriate, consider further available options to evidence compliance with the Stockholders Equity Requirement.

Key Dates

Keywords

common stock, warrants, safes, American Rebel, registration statement, securities, offering, private placement, selling stockholders, financial reporting, litigation, brand licensing