10-Q: American Rebel Holdings Reports Q2 Loss Amidst Revenue Drop

Sentiment:

Quarterly Report


American Rebel Holdings, Inc. reported a significant net loss for the second quarter of 2026, with revenues declining by 30% year-over-year, alongside increased operating expenses and continued liquidity concerns.

Capital raiseThe company has funded operations primarily through the issuance of capital stock, convertible debt, and other securities.The company expects to require additional funds to further develop its business and acquisition plan.The company anticipates filing a new Reg. A+ offering in 2026.Management believes sufficient funding can be secured through obtaining loans and future offerings of preferred and common stock, though this may be dilutive.
Worse than expectedRevenue decreased by 30% year-over-year for the quarter.Gross margin turned negative in the current quarter.Operating expenses increased, leading to a larger operating loss.The company's accumulated deficit continues to grow significantly.The company was delisted from Nasdaq and is now trading on the OTC Markets.Substantial doubt exists regarding the company's ability to continue as a going concern.

Summary

  • American Rebel Holdings, Inc. reported a net loss of $5,980,817 for the three months ended June 30, 2026, a decrease from the $18,137,743 loss in the same period of 2025.
  • Revenue for the second quarter of 2026 was $1,986,066, a 30% decrease from $2,842,596 in the prior year's quarter.
  • Total operating expenses increased to $4,574,094 from $4,166,907 in the prior year's quarter, driven by increased marketing and administrative costs.
  • The company's accumulated deficit grew to $112,367,197 as of June 30, 2026.
  • The company was delisted from The Nasdaq Capital Market on May 13, 2026, and now trades on the OTC Markets.
  • Significant debt extinguishment losses were reduced in the current period compared to the prior year, contributing to a smaller net loss.
  • The company continues to rely on financing activities, including equity and debt offerings, to fund its operations, raising substantial doubt about its ability to continue as a going concern.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to significant revenue decline, increased operating expenses, and a substantial net loss, compounded by ongoing going concern issues and Nasdaq delisting.

Positives

  • The net loss for the three months ended June 30, 2026, decreased to $5,980,817 from $18,137,743 in the same period of 2025.
  • Loss on debt extinguishment and settlement of liabilities decreased significantly in the current quarter compared to the prior year's quarter.
  • The company is actively evaluating options for reclassification to higher OTC market tiers (OTCQB or OTCQX) and monitoring new exchanges like TXSE for potential relisting opportunities.

Negatives

  • Revenue for the three months ended June 30, 2026, decreased by 30% to $1,986,066 compared to $2,842,596 in the prior year.
  • Gross margin for the three months ended June 30, 2026, was negative at ($155,975), a deterioration from ($31,373) in the prior year.
  • Total operating expenses increased by $407,187 to $4,574,094 for the three months ended June 30, 2026, primarily due to increased marketing and administrative costs.
  • The company reported a net loss of $5,980,817 for the three months ended June 30, 2026.
  • The company's accumulated deficit increased to $112,367,197 as of June 30, 2026.
  • The company's common stock was delisted from Nasdaq on May 13, 2026, and now trades on the OTC Markets.
  • The company's working capital deficit was $19,423,645 as of June 30, 2026.
  • The company's ability to continue as a going concern is dependent on raising capital and achieving profitability, with substantial doubt raised by current financial conditions.

Risks

  • Inability to raise additional financing for working capital.
  • Effect of tariffs on the company's business and financial condition.
  • Risk that future acquisitions and operations of new manufacturing facilities and/or sales organizations might prove unsuccessful.
  • Failure to timely file periodic reports with the SEC and prior restatements may have further material adverse consequences.
  • Inability to effectively meet short- and long-term obligations.
  • Significant dilution resulting from financing activities.
  • The company's common stock was delisted from Nasdaq and now trades on the OTC Markets, impacting liquidity and investor perception.
  • Substantial doubt exists regarding the company's ability to continue as a going concern due to ongoing losses and cash flow difficulties.

Future Outlook

The company expects to incur additional losses during the fiscal year ending December 31, 2026, and beyond, due to increased investment in inventory, manufacturing capacity, marketing, and sales expenses. Management believes that sufficient funding can be secured through loans and future equity/debt offerings, but acknowledges that such financing may be dilutive. The company anticipates filing a new Reg. A+ offering in 2026.

Management Comments

  • "We are boldly positioning ourselves as Americas Patriotic Brand."
  • "Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances."
  • "Keeping your guns in a location only appropriate trusted members of the household can access should be a top priority for every responsible gun owner."
  • "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."
  • "There's a growing need to know how to protect yourself, your family, your neighbors or even a room full of total strangers... That need is in the forethought of every product we design."
  • "Its not hardware; it is a lifestyle, an emotional attachment. Thats what we have to keep marketing to."

Industry Context

StockSavvy.ai notes that the company operates in the patriotic-themed consumer goods market, including safes and apparel, and has expanded into the beverage sector with American Rebel Light Beer. The company's strategy relies heavily on the personal brand of its CEO, Andy Ross, and aims to build a lifestyle brand similar to Harley-Davidson. The safe industry is noted as experiencing growth and innovation, with a focus on security, convenience, and patriotism.

Comparison to Industry Standards

  • The company's strategy of leveraging a founder's persona for brand building is reminiscent of successful lifestyle brands like Harley-Davidson, which emphasizes emotional attachment and a sense of community.
  • The company's focus on the gun safe market aligns with industry trends that highlight the increasing importance of home security and responsible firearm storage, driven by legal requirements and consumer demand for protection against theft, fire, and accidents.
  • The company's expansion into the beverage market, specifically with a patriotic-themed beer, taps into a large industry but faces intense competition from established brands and requires significant marketing to differentiate.

Legal Proceedings

  • Liberty Safe and Security Products, Inc. filed a complaint alleging trademark infringement, federal false designation of origin, and unfair competition.
  • Oddo Development Company, Inc. filed a complaint seeking unpaid rent, fees, and expenses related to a leased property; the company has defaulted on a settlement agreement.

Related Party Transactions

  • Compensation and accrued unpaid compensation for officers Charles A. Ross, Jr., Doug E. Grau, Darin Fielding, and Corey Lambrecht.
  • Advances made by officers to the company.
  • Series A Convertible Preferred Stock awards to officers as part of employment agreements.
  • Loan from director Lawrence Sinks evidenced by a promissory note.

Stakeholder Impact

  • Existing stockholders may experience significant dilution due to ongoing financing activities.
  • Investors face increased risk due to the company's delisting from Nasdaq and trading on OTC Markets.
  • The company's going concern issues and financial instability could impact employees, suppliers, and creditors.
  • The company's ability to meet its obligations could be affected by its financial condition.

Next Steps

  • Evaluate market conditions and options for potential reclassification to the OTCQB or OTCQX tier.
  • Closely monitor the new national exchange, The Texas Stock Exchange (TXSE), and evaluate future opportunities to relist on a National Exchange.
  • Continue to pursue licensing opportunities through its subsidiary, American Rebel Licensing NIL I, Inc.
  • Introduce additional products throughout 2026, including potential wall safes and an economy safe line.

Key Dates

DateDescription
2024-05-10Company's board of directors approved the designation of a new Series D Convertible Preferred Stock.
2025-05-27Company entered into five two-year promissory notes with accredited investors.
2025-06-26Company entered into a note purchase agreement with Streeterville Capital, LLC.
2025-07-06Company entered into a Securities Purchase Agreement with 1800 Diagonal.
2025-07-07Company entered into a Securities Purchase Agreement with Boot Capital LLC.
2025-08-22Company's board of directors approved the designation of a new Series E Preferred Stock.
2026-02-04Company received notice from Nasdaq regarding failure to maintain minimum bid price.
2026-05-13Trading in the Company's securities was suspended on Nasdaq; began trading under OTC Pink designation.

Recommendation

sell

The company exhibits significant financial distress, including a substantial revenue decline, negative gross margins, increasing operating expenses, and a growing accumulated deficit. The delisting from Nasdaq and the ongoing going concern issues further amplify the risk. While there are efforts to secure funding and explore new products, the current financial trajectory and operational challenges suggest a high level of risk for investors.

Keywords

American Rebel Holdings, Form 10-Q, Quarterly Report, Financial Statements, Results of Operations, Liquidity, Going Concern, Nasdaq Delisting

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