AREB.OTC.PinkAmerican Rebel Holdings INC

S-1: American Rebel Holdings Files S-1 for 15.1M Share Resale

Sentiment:

Resale Offering Registration Statement 6 October 2025 10:56 PM

📋All filings for American Rebel Holdings INC

American Rebel Holdings, Inc. filed an S-1 registration statement for the resale of up to 15,119,681 shares of common stock by selling stockholders, with no direct proceeds to the company from the stock sales.

Capital raiseThe S-1 registers 15,119,681 shares for resale by selling stockholders, which includes shares underlying Series D Convertible Preferred Stock, promissory notes, and warrants, some of which were issued in recent financing activities.The company would receive up to approximately $1,687,500 if the Prefunded Warrants are exercised for cash.The company is currently engaged in a capital raise utilizing its Series C and D Preferred Stock.The company may attempt to raise additional capital in the future by selling common or preferred stock, potentially at a deep discount, which could further dilute existing shareholders.On August 22, 2025, the company authorized the issuance of 2,000 shares of Series E Preferred Stock in exchange for a note purchase agreement.On September 8, 2025, the company received a subscription agreement for the purchase of 40,000 shares of Series D Convertible Preferred Stock at $7.50 per share for cash consideration of $300,000.On September 15, 2025, the company issued 280,000 shares of Series D Convertible Preferred Stock for the purchase of 30% of outstanding membership interests in a private limited liability company and 18,800 shares for a commitment fee.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. for partial payment of commissions on a recent financing.On September 30, 2025, the company authorized the issuance of 200,000 shares of Series D Convertible Preferred Stock to RAEK Data, LLC for the acquisition of membership interests valued at $1,500,000.On September 30, 2025, the company authorized the issuance of 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued fees in the amount of $150,000.On September 30, 2025, the company received two subscription agreements for the purchase of 70,000 shares of Series D Convertible Preferred Stock at $7.50 per share for cash consideration of $525,000.On October 2, 2025, the company authorized the issuance of 100,000 shares of Series D Convertible Preferred Stock for $750,000 pursuant to a securities purchase agreement.On October 2, 2025, the company received subscription agreements for the purchase of 35,000 shares of Series D Convertible Preferred Stock at $7.50 per share to six accredited investors for cash consideration of $262,500.

Worse than expectedThe company has an accumulated deficit of $88,283,199 as of June 30, 2025, and has not been profitable since its inception in December 2014.Identified material weaknesses in internal control over financial reporting led to financial statement restatements for 2023 and 2022, indicating significant operational and financial control issues.The company received a Nasdaq notice of non-compliance with the Stockholders Equity Requirement and faces potential delisting, which would severely impact its market liquidity and ability to raise capital.The S-1 filing is primarily for the resale of shares by selling stockholders, meaning the company itself will not receive significant direct proceeds from the stock sales (except for warrant exercises), limiting its ability to address its urgent financial challenges through this offering.

Summary

The S-1 registration statement covers the resale of up to 15,119,681 shares of common stock by identified selling stockholders.
The company will not receive any proceeds from the sale of shares by the selling stockholders, but could receive up to approximately $1,687,500 if warrants are exercised for cash.
American Rebel Holdings operates as a designer, manufacturer, and marketer of branded safes, personal security/self-defense products, and apparel, and recently expanded into the beverage industry with American Rebel Light Beer.
American Rebel Light Beer, launched regionally in September 2024 and online in 40 US states since February 2025, is positioned as a patriotic, 'better-for-you' light lager.
The company acquired Champion Safe Company and its associated entities on July 29, 2022, which significantly grew revenues and established a base for future growth.
American Rebel Holdings has experienced net losses since its inception in December 2014, with an accumulated deficit of $64,491,550 as of December 31, 2024, and $88,283,199 as of June 30, 2025.
Material weaknesses in internal control over financial reporting were identified as of December 31, 2024, and 2023, leading to restatements of consolidated financial statements for 2023 and 2022.
The company's common stock (AREB) and warrants (AREBW) are listed on the Nasdaq Capital Market; the closing price of common stock on October 3, 2025, was $10.47 per share.
Multiple reverse stock splits have been effected: 1-for-9 on October 2, 2024; 1-for-25 on March 31, 2025; and 1-for-20 on October 3, 2025.
Management holds Series A Preferred Stock with superior voting rights (1,000 to 1), controlling over 99% of the available stockholder votes, which could delay or prevent a change in control.
The company received a Nasdaq notice of non-compliance with the Stockholders Equity Requirement and is appealing a potential delisting, with a hearing set for September 30, 2025.
A lawsuit from Liberty Safe and Security Products, Inc. alleging trademark infringement is ongoing, though management believes it is without merit and anticipates an amicable settlement.
A legal proceeding with Bank of America, N.A. seeking over $1.9 million was fully resolved on September 15, 2025, with the debt repaid.

Sentiment

Score: 3

Explanation: The filing highlights significant financial challenges including substantial accumulated deficits, persistent unprofitability since inception, and identified material weaknesses in internal controls that led to financial restatements. The immediate risk of Nasdaq delisting due to non-compliance with stockholders' equity requirements further undermines investor confidence and market liquidity. While the company outlines ambitious growth strategies in safes and beer, these are forward-looking and speculative given the current financial state and the fact that the S-1 is primarily for a resale offering, not directly raising capital for the company's operations (except for warrant exercises). The high dilution and management's super-voting control also present concerns.

Positives

Expansion into the U.S. light beer market with American Rebel Light Beer, targeting a large and underserved segment of consumers seeking patriotic and 'better-for-you' options.
American Rebel Light Beer has achieved regional rollout in 12 states and online availability in 40 US states since its launch in September 2024 and February 2025, respectively.
Strategic partnership with Associated Brewing Company provides turnkey production, logistics, and operational expertise, enabling scalable growth for the beverage segment.
Higher-end safes are constructed primarily of U.S.-made steel, appealing to a patriotic customer base and potentially mitigating risks from tariffs on imported goods.
Management believes the safe business is well-positioned to grow revenues by 3x to 5x over the next few years, driven by increased consumer interest in personal safety and firearm storage.
The company has cultivated a distinctive patriotic brand identity that resonates with its target customer base.
The executive team is described as deeply experienced in public company governance, brand development, and operational scale.
The legal proceeding with Bank of America, N.A. has been fully resolved, with all outstanding obligations repaid as of September 15, 2025.

Negatives

The company has not been profitable since its inception in December 2014 and cannot predict when or if it will achieve profitability, with an accumulated deficit of $88,283,199 as of June 30, 2025.
Identified material weaknesses in internal control over financial reporting as of December 31, 2024, and 2023, led to financial statement restatements and could adversely affect operating results, stock price, and access to capital markets.
The company faces a significant risk of delisting from the Nasdaq Capital Market due to non-compliance with the Stockholders Equity Requirement, with an appeal hearing scheduled for September 30, 2025.
Existing stockholders face significant dilution from past and potential future financing activities, including the current resale offering, which will increase common stock outstanding from 652,733 to 15,772,414 shares.
Management holds super-voting Series A Preferred Stock, controlling over 99% of stockholder votes, which could delay or prevent a change in control and limits common shareholder influence.
Substantial future sales of common stock by the selling stockholders could cause the market price of the common stock to decline.
The company is subject to covenants under debt and other financing agreements, and inadvertent breaches could result in additional share issuances or penalties.
New investors in this offering will experience immediate and substantial dilution, with a dilution of $0.80 per share.
The company's common stock may be affected by limited trading volume and price volatility, and is vulnerable to short-seller attacks.
A significant portion of revenues depends on demand for safes and personal security products for firearms storage, making the company dependent on the availability and regulation of ammunition and firearm storage.
Current backpack and apparel suppliers in China and Mexico make the company vulnerable to tariffs, and a suitable U.S. alternative supplier has not yet been located.

Risks

Inability to achieve profitability, as the company has experienced net losses since its inception in December 2014 and cannot predict when or if profitability will be achieved.
Material weaknesses in internal control over financial reporting, which could impair the ability to produce timely and accurate financial statements, adversely affecting operating results, stock price, and access to capital markets.
Restatement of certain previously issued consolidated financial statements, resulting in unanticipated costs and potentially affecting investor confidence and raising reputational issues.
Financial results may be affected by tariffs or border adjustment taxes or other import restrictions, particularly for products manufactured in China and Mexico.
Stockholders' voting power and ownership interest may be diluted significantly through efforts to obtain financing and satisfy obligations through the issuance of additional shares.
Certain executive officers and directors hold super-voting Series A Preferred Stock (1,000 to 1 voting rights), allowing them to exert significant control (over 99% of available votes) and potentially delay or prevent a change in control.
The board of directors has the authority to issue additional series of preferred stock without stockholder approval, which could adversely affect common stockholders' voting power and perpetuate control.
The common stock may be affected by limited trading volume and share price volatility, which could adversely impact its value.
Short sellers of common stock may drive down the market price.
Inability to maintain a listing of common stock on the Nasdaq Capital Market, specifically due to non-compliance with the Stockholders Equity Requirement, which could significantly impair stockholders' ability to buy and sell shares.
Substantial future sales of common stock by the selling stockholders could cause the market price of the common stock to decline.
Breach of covenants under debt or other financing agreements, which may result in the issuance of additional shares of common stock, default under agreement terms, or other penalties.
Immediate and substantial dilution for new investors in this offering.
Further dilution to investors purchasing securities in this offering could occur upon the exercise of outstanding stock options and warrants, or the conversion of convertible securities.
Substantial risks relating to the planned entry into the beer and alcoholic beverage market.
Unsuccessful introduction of new products, potentially increasing expenditures without corresponding increases in revenues.
Inability to protect intellectual property, leading to a loss of competitive advantage or substantial litigation costs.
Dependence on the availability and regulation of ammunition and firearm storage, as a significant portion of revenues is derived from demand for safes and personal security products for firearms storage.
Compromised operational capacity from integrating the recent acquisition of the safe manufacturer and sales organization, affecting the ability to meet demand and generate revenue.
Shortages of components and materials, as well as supply chain disruptions, may delay or reduce sales and increase costs.
Lack of long-term purchase commitments from customers, and their ability to cancel, reduce, or delay orders, could reduce revenue and increase costs.
Inability to effectively meet shortand long-term obligations.
Difficulty in evaluating the business and future prospects due to limited corporate history, increasing investment risks.
Inability to raise additional financing for working capital, especially related to purchasing critical inventory.
Inability to generate sufficient revenue in targeted markets to support operations.
Actions and initiatives taken by both current and potential competitors.
Inability to diversify operations.
Accounting policies and methods requiring management to make estimates about matters that are inherently uncertain.
Changes in U.S. GAAP or in the legal, regulatory, and legislative environments in the markets in which the company operates.
Deterioration in general or global economic, market, and political conditions.
Inability to efficiently manage operations.
Unavailability of funds for capital expenditures.
Inability to recruit and hire key employees.
Inability of management to effectively implement strategies and business plans.
Dependence of future success on the general economy.
Adequacy of cash resources and working capital.

Future Outlook

Management believes the safe business is well-positioned for significant revenue growth (3x to 5x) in the coming years, driven by increased consumer interest in personal safety and firearm storage. The company intends to expand its lifestyle merchandise offerings and explore strategic licensing opportunities. American Rebel Light Beer is projected to become a major national brand, with a modest 2% to 3% market share potentially translating to $500 million to $700 million in annual revenue. The company will continue to actively evaluate acquisition opportunities that align with its long-term growth goals. Remediation plans for identified material weaknesses in internal control over financial reporting are expected to be implemented throughout the fiscal year ending December 31, 2025. An amicable settlement is anticipated for the Liberty Safe trademark infringement lawsuit.

Management Comments

American Rebel is setting out to establish itself as America's Patriotic Brand.
We believe American Rebel is boldly positioning itself as America's Patriotic Brand in a time when national spirit and American values are being rekindled and redefined.
We believe the time is right for American Rebel Light, we believe we have the right expertise, and we believe we have the right brand.
We believe recent trends have revealed that beer consumers want to express their values through their choice of beer.
We believe that American Rebel Light will have a receptive target audience for our product.
We believe our products are designed to safely store firearms, as well as store our customers priceless keepsakes, family heirlooms and treasured memories and other valuables, and we aim to make our products accessible at various price points for home and office use.
We believe that safes are becoming a must-have appliance in a significant portion of households in the United States.
We believe our current safes provide safety, security, style and peace of mind at competitive prices.
We believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in part through our Chief Executive Officer, Charles A. Andy Ross, Jr., who has written, recorded and performs a number of songs about the American spirit of independence.
We believe our customers identify with the values expressed by our Chief Executive Officer through the American Rebel brand.
American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach and preach good common practices of gun ownership.
We believe American Rebel has significant potential for branded products as a lifestyle brand.
We believe our Concealed Carry Product line and Safe line serve a large and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes.
American Rebel wont be all things to all people, and thats by design. But in an industry saturated with sameness, were offering something bold, clear, and timelyand we believe thats the kind of differentiated message that will win in todays market.
Champion Safe – Built Up to a Standard, Not Down to a Price.
Management believes that this lawsuit [Liberty Safe] is without merit; however has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming.
At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.

Industry Context

The U.S. beer industry is intensely competitive, dominated by large domestic and global brewers like AB InBev and Molson Coors, alongside a growing number of craft brewers. American Rebel Light Beer aims to carve out a distinct niche by combining patriotic branding with a 'better-for-you' profile, aligning with a growing consumer demand for clean-label products and brands that reflect personal values. The safe industry is concentrated, with competition from domestic players such as Liberty Safe and Fort Knox, as well as international manufacturers. The company believes ongoing global trade policy uncertainty and potential tariff expansions, particularly against Chinese imports, could provide a competitive advantage due to its U.S./Mexico production strategy. The safe business also benefits from increased consumer interest in personal safety and responsible firearm storage, along with legislative trends reinforcing storage requirements. The company positions its beer brand similarly to successful market disruptors like Black Rifle Coffee Company, Poppi, and Liquid Death, which have targeted emotionally connected consumers underserved by legacy brands.

Comparison to Industry Standards

Safes: Competes with established brands like Liberty Safe, Fort Knox Security Products, American Security, Sturdy Safe Company, Homeland Security Safes, and SentrySafe, as well as Chinese imports such as Steelwater and Alpha-Guardian.
Safes: Highlights 'Four-Way Active Boltworks' as surpassing the more common three-way systems found in competitor units.
Safes: Offers premium features like 12-gauge and heavier U.S.-made steel, which are often absent at similar price points from competitors.
Beer: Competes with major domestic and global brewers (e.g., AB InBev, Molson Coors) and leading light beer brands (e.g., Busch Light, Michelob Ultra, Miller Lite, Coors Light, Bud Light).
Beer: Differentiates American Rebel Light Beer by being brewed with all-natural ingredients, free of added corn, rice, and synthetic sweeteners, aligning with a 'clean-label' trend that legacy brands are only now beginning to address with new SKUs.

Management Changes

Role	New Person	Effective Date	Reason
Chief Operating Officer, President and Director	Corey Lambrecht	2023-11-20	Appointment under employment agreement
Interim Principal Accounting Officer	Darin Fielding
CEO of Champion Safe Co.	Thomas Mihalek		Leadership in safes division
Alcohol Beverage Executive	James Todd Porter		Strengthening go-to-market strategy for American Rebel Light Beer

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Voting Rights Structure	Series A Preferred Stock, with 123,412 shares issued to three members of management, carries superior voting rights of 1,000 to 1 over common stock, resulting in over 99% of the available stockholder votes.		Concentrates voting control with management, potentially delaying or preventing a change of control and limiting common stockholders' influence.
Board Authority	The board of directors is authorized to issue up to 600,000,000 shares of common stock and 10,000,000 shares of preferred stock, warrants, or options without stockholder approval, except for issuances exceeding 20% of outstanding common stock or voting power.		Provides flexibility for future financings and acquisitions but could lead to significant dilution and adverse effects on common stockholders' rights.
Internal Control Weaknesses	Identified material weaknesses in internal control over financial reporting as of December 31, 2024, and 2023, which led to restatements of consolidated financial statements for 2023 and 2022.		Impairs the ability to produce timely and accurate financial statements, potentially harming business operations, stock price, and investor confidence. Remediation efforts are ongoing.
Nasdaq Listing Compliance	Received a notice of non-compliance with Nasdaq Listing Rule 5550(b)(1) due to stockholders' equity falling below the minimum $2,500,000 requirement, leading to a potential delisting.	2025-08-18	Threatens the liquidity and market price of common stock, could impair the ability to raise capital, and may trigger defaults under existing material arrangements. An appeal is pending.
Preferred Stock Designation (Series E)	Designated 10,000 shares of Series E Preferred Stock on August 22, 2025, with a stated value of $1,000.00 per share, a 10% annual preferred return, liquidation preference, and significant protective covenants requiring consent from 'Required Holders' for various corporate actions.	2025-08-22	Creates a class of stock with senior preferences and strong protective rights for its holders, potentially limiting the company's operational and financial flexibility and ranking senior to common stock in liquidation.

Legal Proceedings

On July 23, 2024, the company received notice of a complaint filed by Liberty Safe and Security Products, Inc. in the U.S. District Court for the District of Utah, alleging trademark infringement (use of 'Freedom' in safes), federal false designation of origin, unfair competition, and violation of Utah deceptive trade practices. Management believes the lawsuit is without merit and has initiated settlement discussions, anticipating an amicable settlement without material effect on the business.
On March 21, 2025, Bank of America, N.A. filed a complaint against Champion Safe Company, Inc. (a wholly-owned subsidiary) in Utah, seeking no less than $1,906,742.88 due to a failure to make payment on a term loan. A Forbearance Agreement was entered on May 30, 2025, and extended to July 31, 2025. Champion did not make the final payment by July 31, 2025, with $1,831,014.51 due. On September 15, 2025, Bank of America was repaid $1,860,955.45, and the lawsuit dismissal and UCC-3 termination are in process, fully resolving this matter.

Related Party Transactions

Three members of management (Messrs. Charles A. Ross, Jr., Doug E. Grau, and Corey Lambrecht) own 123,412 shares of Series A Preferred Stock, which have superior voting rights of 1,000 to 1 over common stock, resulting in over 99% of the available stockholder votes.
DeMint Law, PLLC, counsel to the company for this registration statement, owns 20,000 shares of Series D Convertible Preferred Stock (convertible into 100,000 common shares) issued as partial payment for legal services, and an additional 14,500 shares of Series D Convertible Preferred Stock.
Charles A. Ross, Jr. (CEO) and Corey Lambrecht (President/COO) received common stock upon conversion of Series A Convertible Preferred Stock on August 1, 2025, and September 25, 2025.

Stakeholder Impact

Shareholders: Face significant dilution from the resale offering and potential future capital raises. The superior voting rights of management's Series A Preferred Stock limit common shareholders' influence. The risk of Nasdaq delisting could severely impair liquidity and the market price of their investment.
Employees: While not directly addressed, the company's ongoing financial challenges and material weaknesses could create uncertainty regarding job security and future compensation.
Customers: The company's focus on product quality, security, and patriotic branding aims to enhance customer loyalty. Expansion into the beer market offers new product lines, potentially broadening the customer base.
Creditors: The resolution of the Bank of America debt is positive, but the company's accumulated deficits and identified material weaknesses in financial reporting could impact its ability to secure favorable terms for future financing.
Suppliers: Supply chain disruptions and tariff risks, particularly for products sourced from China and Mexico, could affect the company's ability to maintain consistent production and manage costs, potentially impacting supplier relationships.

Next Steps

Selling stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of the registered securities.
The company expects to continue to implement remediation plans for material weaknesses in internal control over financial reporting throughout the fiscal year ending December 31, 2025.
The company intends to present its views and plans to regain compliance with the Stockholders Equity Requirement to the Nasdaq Panel at a hearing set for September 30, 2025.
The company intends to expand its American Rebel branded lifestyle merchandise offerings and explore strategic licensing opportunities.
The company will continue to actively evaluate acquisition opportunities that align with its long-term growth goals.
If delisted from Nasdaq, the company intends to take action to apply for listing on one of the OTC Markets.
Bank of America is in the process of filing a dismissal of the lawsuit and a UCC-3 termination and release of all collateral under the line of credit.
Management anticipates an amicable settlement to be forthcoming in the Liberty Safe trademark infringement lawsuit.

Key Dates

Date	Description
2014-12-15	Company incorporated as CubeScape, Inc.
2017-01-05	Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc.
2017-06-19	Company completed a business combination with its majority shareholder, American Rebel, Inc.
2022-07-29	Acquisition of Champion Safe Company and associated entities completed.
2023-02-10	Line of Credit Agreement entered into with Bank of America, N.A.
2023-08-09	Entered into a Master Brewing Agreement with Associated Brewing Company.
2023-11-03	Filed a certificate of designation with the Nevada Secretary of State to establish Series C Preferred Stock.
2024-05-10	Board of directors approved the designation of Series D Convertible Preferred Stock.
2024-07-23	Received notice of a complaint filed by Liberty Safe and Security Products, Inc. alleging trademark infringement.
2024-09-01	American Rebel Light Beer launched regionally.
2024-10-02	1-for-9 reverse stock split became effective.
2024-12-31	Accumulated deficit was $64,491,550.
2025-01-29	Filed Form 10-K/A to restate consolidated financial statements for the years ended December 31, 2023 and 2022.
2025-02-01	Began offering American Rebel Light Beer online in 40 US States.
2025-03-21	Bank of America filed a complaint against Champion Safe Company, Inc. seeking no less than $1,906,742.88.
2025-03-31	1-for-25 reverse stock split became effective.
2025-05-30	Entered into a Forbearance Agreement with Bank of America, N.A.
2025-06-30	Accumulated deficit was $88,283,199.
2025-07-31	Forbearance Period with Bank of America ended; total due was $1,831,014.51.
2025-08-18	Received written notice from Nasdaq regarding non-compliance with the Stockholders Equity Requirement.
2025-08-22	Board of directors approved the designation of Series E Preferred Stock.
2025-08-27	Submitted an appeal to Nasdaq regarding the potential delisting.
2025-09-15	Bank of America was repaid $1,860,955.45, resolving the legal matter.
2025-09-30	Nasdaq hearing set for the delisting appeal.
2025-10-03	1-for-20 reverse stock split became effective; closing price of common stock was $10.47 per share.
2025-10-06	Filing date of the S-1 registration statement.

Recommendation

sell

The company faces severe financial distress, evidenced by substantial accumulated deficits ($88.3 million as of June 30, 2025), persistent unprofitability since inception, and identified material weaknesses in internal controls that led to financial restatements. The immediate risk of Nasdaq delisting due to non-compliance with stockholders' equity requirements further undermines investor confidence and market liquidity. While the company outlines ambitious growth strategies in safes and beer, these are highly speculative given its precarious financial foundation. The current S-1 filing is primarily for a resale offering by existing stockholders, meaning the company itself receives minimal direct capital (only from warrant exercises), which does not address its urgent need for operational funding. Furthermore, the significant dilution from past and potential future financing activities, coupled with management's super-voting control, severely limits the upside and influence for common shareholders. These factors collectively point to a high-risk investment with significant downside potential.

Keywords

American Rebel Holdings, AREB, SEC filing, S-1, common stock, resale offering, preferred stock, warrants, dilution, financial reporting, internal controls, Nasdaq listing, risk factors, safes, personal security, firearms storage, American Rebel Light Beer, patriotic brand, acquisition, Champion Safe, corporate governance, debt, litigation, capital raise

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