S-1: American Rebel Holdings Files S-1 for Secondary Stock Offering

American Rebel Holdings, Inc. has filed an S-1 registration statement for the resale of up to 1,656,210 shares of common stock by existing selling stockholders, with the company receiving no proceeds from the sale.

Summary

• The S-1 filing registers up to 1,656,210 shares of common stock for resale by identified selling stockholders, comprising 989,540 shares from Series D Convertible Preferred Stock issued for services or debt conversion, and 666,670 shares from Series D Convertible Preferred Stock issued for an acquisition.
• American Rebel Holdings, Inc. will not receive any proceeds from the sale of these shares by the selling stockholders.
• The company operates as a designer, manufacturer, and marketer of branded safes, personal security products, apparel, and has expanded into the beverage industry with American Rebel Light Beer.
• American Rebel Light Beer, launched regionally in September 2024, is available in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, and Mississippi, and online in 40 U.S. states.
• The company completed the acquisition of Champion Safe Company, Inc. and its associated entities on July 29, 2022.
• The common stock and certain warrants are listed on the Nasdaq Capital Market under symbols AREB and AREBW, respectively, with a closing price of $0.5101 per share on January 14, 2026.
• The company has undergone three reverse stock splits: 1-for-9 on October 2, 2024; 1-for-25 on March 31, 2025; and 1-for-20 on October 3, 2025.
• American Rebel Holdings has an accumulated deficit of $65,086,200 as of December 31, 2024, and $93,513,226 as of September 30, 2025, and has not been profitable since its inception in December 2014.
• The company has identified material weaknesses in its internal control over financial reporting, which led to restatements of consolidated financial statements for the years ended December 31, 2023 and 2022.
• Three executive officers and directors (Charles A. Ross, Jr., Doug E. Grau, and Corey Lambrecht) hold Series A Preferred Stock with superior voting rights (1,000 to 1), collectively controlling approximately 94% of the available stockholder votes.

Sentiment

Score: 4

Explanation: While the company has ambitious growth plans and a clear brand identity, the significant accumulated deficit, ongoing material weaknesses in internal controls, and substantial dilution risks for common stockholders present considerable challenges. The S-1 itself is for a secondary offering, not a primary capital raise for the company's operations, which means no direct capital infusion from this filing. The concentrated voting power of management through super-voting preferred shares also raises governance concerns.

Positives

• The company has successfully expanded into the U.S. light beer market with American Rebel Light Beer, which is now distributed regionally in 12 states and online in 40 states.
• American Rebel Light Beer is positioned as a 'Better For You' option, brewed with all-natural ingredients and without corn, rice, or synthetic sweeteners, aligning with growing consumer demand for clean-label products.
• The company has a distinctive patriotic brand identity that resonates with a target demographic, fostering a strong brand community.
• The acquisition of Champion Safe Company in July 2022 significantly grew revenues and established a solid base for future growth in the safe and personal security product segment.
• Higher-end safes and vault doors are manufactured in the United States using USA-made steel, which is a key differentiator and appeals to a patriotic customer base, potentially benefiting from renewed discussions on tariffs against Chinese imports.
• The safe business is projected to grow revenues by 3x to 5x over the next few years, driven by increased interest in personal safety, firearm storage, and legislative trends.
• The company has a scalable beverage operation through its Master Brewing Agreement with Associated Brewing Company, providing turnkey production and logistics.
• American Rebel Holdings has a deeply experienced executive team with proven track records in public company governance, brand development, and operational scale.
• The company has regained compliance with Nasdaq listing requirements regarding annual meetings, bid price, and timely filing of periodic reports, demonstrating commitment to regulatory standards.

Negatives

• The company will not receive any proceeds from this secondary offering, limiting its ability to fund operations or growth initiatives directly from this registration.
• American Rebel Holdings has a significant accumulated deficit of $93,513,226 as of September 30, 2025, and has not achieved profitability since its inception in December 2014.
• The company has identified material weaknesses in its internal control over financial reporting, which have led to financial statement restatements and could impair future financial reporting accuracy and investor confidence.
• Existing common stockholders face immediate and substantial dilution, with the pro forma net tangible book value per share decreasing from $6.22 to $0.48 after the offering.
• The concentration of voting power, with three individuals holding Series A Preferred Stock controlling approximately 94% of stockholder votes, limits the influence of common stockholders.
• The board of directors has the authority to issue additional preferred stock without stockholder approval, which could further dilute common stockholders' interests and voting power.
• The company's common stock may experience limited trading volume and price volatility, and substantial future sales by selling stockholders could cause further price declines.
• There is a risk of breaching covenants under debt or other financing agreements, which could result in the issuance of additional shares or other penalties, leading to further dilution.
• The company's business is dependent on the availability and regulation of ammunition and firearm storage, posing a risk due to potential legislative changes.
• Current backpack and apparel suppliers are in China and Mexico, exposing the company to risks from tariffs or border adjustment taxes, and finding suitable U.S. manufacturers for custom goods is challenging.

Risks

• Inability to achieve or sustain profitability, given the company's history of net losses since inception.
• Failure to remediate identified material weaknesses in internal control over financial reporting and disclosure controls, which could impair the ability to produce timely and accurate financial statements.
• Unanticipated costs and potential negative impact on investor confidence and reputation due to past restatements of consolidated financial statements.
• Future acquisitions and operations of new manufacturing facilities or sales organizations might prove unsuccessful.
• Inability to introduce new products that align with customer preferences, potentially increasing expenditures without corresponding revenue growth.
• Substantial risks associated with the planned entry into the beer and alcoholic beverage market.
• Inability to protect intellectual property, leading to loss of competitive advantage or substantial litigation costs.
• Dependence on the availability and regulation of ammunition and firearm storage, which could affect revenues from safes and personal security products.
• Compromised operational capacity during the integration of acquired safe manufacturing and sales organizations, affecting ability to meet demand.
• Shortages of components and materials, as well as supply chain disruptions, potentially delaying sales and increasing costs.
• Lack of long-term purchase commitments from customers, allowing them to cancel, reduce, or delay orders, which could reduce revenue.
• Inability to effectively meet shortand long-term financial 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, particularly for purchasing critical inventory.
• Inability to generate sufficient revenue in targeted markets to support operations.
• Significant dilution of ownership interests and voting power resulting from financing activities.
• Actions and initiatives taken by current and potential competitors.
• Inability to diversify operations effectively.
• Accounting policies requiring management to make estimates about inherently uncertain matters.
• Changes in U.S. GAAP or in the legal, regulatory, and legislative environments.
• Deterioration in general or global economic, market, and political conditions.
• Inability to efficiently manage operations and achieve future operating results.
• Unavailability of funds for capital expenditures.
• Inability to recruit and hire key employees.
• Inability of management to effectively implement strategies and business plans.
• The concentration of voting power with certain executive officers and directors through super-voting preferred stock.
• The board of directors' authority to issue additional series of preferred stock without stockholder approval, potentially diluting common stockholders.
• Limited trading volume and potential volatility of the common stock price.
• Substantial future sales of common stock by selling stockholders could cause the market price to decline.
• Potential for short sellers to drive down the market price of common stock.
• Inability to maintain a listing on the Nasdaq Capital Market, despite recent compliance regain, due to a mandatory one-year monitoring period.
• Breach of covenants under debt or other financing agreements, which could result in the issuance of additional shares or other penalties.
• Immediate and substantial dilution for new investors purchasing common stock.

Future Outlook

The company expects to achieve long-term, sustainable growth by leveraging its patriotic brand identity. It projects its safe business 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 intends to expand its branded apparel and accessories and explore strategic licensing opportunities. Its most transformative growth opportunity is the expansion into the U.S. light beer market with American Rebel Light Beer, aiming for a 2% to 3% market share, which could translate to an estimated $500 million to $700 million in annual revenue. The company is actively evaluating acquisition opportunities that align with its growth goals and expects to continue implementing remediation plans for material weaknesses in internal controls throughout the fiscal year ending December 31, 2025.

Management Comments

• "The Company is setting out to establish itself as America's Patriotic Brand."
• "American Rebel is a lifestyle brand that we believe presents our customers the opportunity to express their values with the products they buy."
• "American Rebel Light is America's Patriotic, God-Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer."
• "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 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."
• "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."
• "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, 'It's not hardware; it is a lifestyle, an emotional attachment. That's what we have to keep marketing to.'"
• "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."
• "Champion Safe – Built Up to a Standard, Not Down to a Price."
• "We believe we are building more than a product portfolio—we are building a platform for American consumers who want quality, authenticity, and patriotism reflected in the brands they support."

Industry Context

The U.S. beer industry is a highly competitive, over $110 billion market dominated by large domestic and global brewers. American Rebel Light Beer aims to carve out a distinct niche by combining bold patriotic branding with a 'better-for-you' clean-label profile, differentiating itself from mass-produced beers and aligning with a growing consumer trend for values-driven products. This strategy is compared to successful market disruptors like Black Rifle Coffee Company, Poppi, and Liquid Death. In the North American safe industry, the company competes with a limited number of manufacturers, including Liberty Safe and American Security, on factors like quality, safety, and pricing. American Rebel leverages its use of U.S.-made steel for higher-end safes and Mexican manufacturing for value lines, positioning itself to potentially benefit from trade policy shifts and tariffs against Chinese imports. The company also notes increased consumer interest in personal safety and firearm storage, along with supportive legislative trends, as tailwinds for its safe business.

Comparison to Industry Standards

• Beer: American Rebel Light Beer differentiates itself from major players like AB InBev and Molson Coors by offering bold patriotic branding and a 'clean-label' formula (all-natural, no corn, rice, or synthetic sweeteners), appealing to a specific, underserved consumer segment. This approach is likened to the successful market disruption strategies of Black Rifle Coffee Company, Poppi, and Liquid Death, which targeted emotionally connected consumers.
• Safes: The company competes against established brands such as Liberty Safe, Fort Knox Security Products, American Security, Sturdy Safe Company, Homeland Security Safes, and SentrySafe, as well as Chinese imports. American Rebel emphasizes superior quality and craftsmanship, particularly with its higher-end safes made in Provo, Utah, using U.S.-made steel. Its products feature advanced security elements like Four-Way Active Boltworks, Double Plate Steel Doors (4" thick), Reinforced Door Edges (7/16" thick), 11-gauge steel walls, 1" diameter door bolts, and Diamond-Embedded Armor Plate, which are presented as premium features often absent at similar price points in the mid-line market.

Management Changes

Corporate Governance

Legal Proceedings

• Various claims and lawsuits, incidental to the ordinary course of business, may be brought against the company from time-to-time.
• The company entered into a Settlement Agreement and Stipulation with Silverback Capital Corporation (SCC) on December 26, 2024, to settle outstanding claims by exchanging payables for common stock.
• A second Settlement Agreement and Stipulation was entered into with SCC on April 2, 2025, to settle additional outstanding claims by exchanging payables for common stock.
• The company entered into an Exchange and Settlement Agreement with Agile Capital Funding LLC on January 12, 2026, resulting in the issuance of Series D Convertible Preferred Stock.

Related Party Transactions

• Charles A. Ross, Jr. (CEO), Corey Lambrecht (COO and President), and Doug E. Grau (former president) collectively own 123,412 shares of Series A Preferred Stock, which have superior voting rights (1,000 to 1) and account for approximately 94% of the available stockholder votes.
• On December 31, 2025, 62,211 shares of Series D Convertible Preferred Stock were issued to Doug Grau for accrued debt totaling $466,581.10.
• On December 31, 2025, 73,439 shares of Series D Convertible Preferred Stock were issued to Charles A. Ross, Jr. for accrued bonuses and other owed amounts totaling $550,791.96.
• On December 31, 2025, 69,381 shares of Series D Convertible Preferred Stock were issued to Corey Lambrecht for accrued bonuses, other owed amounts, and accrued board member fees totaling $520,351.28.
• On December 31, 2025, Series D Convertible Preferred Stock was issued to independent directors Michael Dean Smith (23,923 shares for $179,416.67), C. Stephen Cochennet (23,923 shares for $179,416.67), and Larry Sinks (20,439 shares for $153,291.66) for accrued board member fees.
• DeMint Law, PLLC, counsel to the company, owns 20,000 shares of Series D Convertible Preferred Stock (convertible into 100,000 common shares) and an additional 17,505 shares of common stock, issued as partial payment for legal services.

Stakeholder Impact

• Shareholders: Existing common stockholders will experience immediate and substantial dilution from the resale of shares by selling stockholders and face potential further dilution from future capital raises. The concentrated voting power of management through super-voting preferred shares limits the influence of common shareholders. The stock price may be volatile due to limited trading volume and potential short selling.
• Customers: The company's focus on expanding its product lines, particularly with American Rebel Light Beer and enhanced safe features, aims to provide more options and better quality, potentially increasing customer satisfaction and loyalty.
• Creditors: The company's significant accumulated deficit and material weaknesses in internal controls could raise concerns for creditors, and breaches of debt covenants could trigger adverse consequences.
• Employees: While not explicitly detailed, successful execution of the growth strategy, particularly in the expanding beer and safe markets, could lead to job stability and growth opportunities.

Next Steps

• Selling stockholders may sell, transfer, or otherwise dispose of up to 1,656,210 shares of common stock from time to time after this registration statement becomes effective.
• The company expects to continue implementing remediation plans for identified material weaknesses in internal control over financial reporting throughout the fiscal year ending December 31, 2025.
• The company intends to expand its branded apparel and accessories offerings and explore strategic licensing opportunities to meet increasing consumer demand.
• American Rebel Holdings will continue to actively evaluate acquisition opportunities that align with its long-term growth goals and offer synergies with its core competencies.
• The company will continue its national expansion of American Rebel Light Beer, building on its current distribution in over 10 U.S. states and online in 40 states.
• The company is subject to a mandatory one-year Nasdaq Panel monitoring period, which began on November 21, 2025, to ensure continued compliance with the Equity Rule.

Key Dates

Recommendation

The company presents an ambitious growth strategy leveraging a patriotic brand identity across safes and a new beer venture. However, substantial financial challenges, including a large accumulated deficit and identified material weaknesses in internal controls, create significant uncertainty. The current S-1 is for a secondary offering, providing no direct capital to the company, and existing common stockholders face considerable dilution risks due to preferred stock conversions and potential future capital raises. The concentrated voting power of management through super-voting preferred shares also raises governance concerns. While the market expansion into beer shows potential, the company's ability to achieve sustained profitability and resolve its internal control issues remains a critical factor for long-term investor confidence. Therefore, a 'hold' recommendation is appropriate, advising investors to monitor progress on financial stability and governance improvements before making further investment decisions.

Keywords

American Rebel Holdings, AREB, SEC Filing, S-1, Secondary Offering, Common Stock Resale, Safes, Personal Security, American Rebel Light Beer, Lifestyle Brand, Patriotic Brand, Corporate Governance, Dilution, Nasdaq Listing, Financial Reporting, Internal Controls, Convertible Preferred Stock, Capital Raise, Gun Storage, Apparel, Beverage Industry