AREB.OTC.PinkAmerican Rebel Holdings INC

10-Q: American Rebel Holdings Reports Q3 Loss Amid Expansion

Sentiment:

Quarterly Report 10 November 2025 4:17 PM

📋All filings for American Rebel Holdings INC

American Rebel Holdings, Inc. reported a significant net loss for Q3 2025, despite aggressive expansion in its beer and safe divisions and strategic investments.

Capital raiseThe company's ability to continue as a going concern is dependent on its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability.Management believes sufficient funding can be secured through obtaining loans and future offerings of preferred and common stock.A new Regulation A+ offering is anticipated in 2025, as the previous one expired.The company has engaged in numerous debt-to-equity conversions, issuing common stock and preferred stock to settle outstanding debt and payables, which serves as a form of capital raise by reducing liabilities.Issued 280,000 shares of Series D Convertible Preferred Stock (valued at $2.1 million) for the acquisition of 30% of 218 LLC.Issued 200,000 shares of Series D Convertible Preferred Stock (valued at $1.5 million) for a 3% minority interest in RAEK Data, LLC.Issued 21,308 shares of common stock and a prefunded warrant for 59,160 shares of common stock (totaling approximately $1.99 million) for a 19.01% ownership interest in Schmittys Herbal Snuff and Pouches.Issued 2,000 shares of Series E Preferred Stock for the purchase of a $2 million portion of the Damon Note.Entered into a secured promissory note with Streeterville Capital, LLC for $5,470,000, which was later amended, and issued a new $1.3 million Convertible Exchange Note with equity settlement features.

Worse than expectedNet loss significantly increased to $28,427,026 for the nine months ended September 30, 2025, from $9,702,239 in the prior year.Revenue decreased by 25% for the nine months ended September 30, 2025, indicating a slowdown in sales.Gross margin declined sharply to 1% for the nine months ended September 30, 2025, from 4% in the prior year.Working capital deficit worsened to $(17,650,023) from $(8,940,228).A substantial loss on debt extinguishment of $13,531,557 was incurred, reflecting significant costs associated with debt restructuring and conversions.The company received a subsequent Nasdaq non-compliance notice regarding stockholders' equity, indicating ongoing financial instability despite recent efforts.

Summary

Reported a net loss of $5,230,027 for the three months ended September 30, 2025, compared to a net loss of $1,747,957 for the same period in 2024.
Reported a net loss of $28,427,026 for the nine months ended September 30, 2025, compared to $9,702,239 for the same period in 2024.
Revenue decreased by 20% to $1,877,518 for the three months ended September 30, 2025, and by 25% to $7,231,439 for the nine months ended September 30, 2025, compared to the respective prior periods.
Gross margin for the nine months ended September 30, 2025, was $59,911 (1%), a significant decrease from $374,001 (4%) in the prior year.
Operating expenses increased to $3,482,401 for the three months and $10,904,780 for the nine months ended September 30, 2025, primarily due to increased professional fees, marketing, and brand development costs.
Incurred a loss on debt extinguishment of $1,213,772 for the three months and $13,531,557 for the nine months ended September 30, 2025, largely due to debt-to-equity conversions.
Working capital deficit worsened to $(17,650,023) as of September 30, 2025, from $(8,940,228) at December 31, 2024.
Stockholders' equity improved to $3,378,257 as of September 30, 2025, from a deficit of $(7,631,882) at December 31, 2024, primarily through equity issuances and debt conversions.
Cash and cash equivalents increased to $722,233 at September 30, 2025, from $287,546 at December 31, 2024, with restricted cash of $2,624,501 also reported.
American Rebel Light Beer expanded its distribution to 13 states, with new partnerships in Minnesota (C&L Distributing) and Western North Carolina (Budweiser of Asheville, Inc.), and secured Spring 2026 distribution across all 416 Southeastern Grocers locations.
Acquired 30% of 218 LLC, which owns a commercial retail building in Nashville, for $2.1 million in Series D Convertible Preferred Stock, with a total purchase price of $14.1 million.
Made a 3% minority investment in RAEK Data, LLC for $1.5 million in Series D Convertible Preferred Stock.
Made a 19.01% minority investment in Schmittys Herbal Snuff and Pouches for approximately $1.99 million in common stock and prefunded warrants.
Purchased a $2 million portion of a secured promissory note in Damon, Inc. for 2,000 shares of Series E Preferred Stock.
Resolved the Bank of America loan default by repaying $1,860,955.45 using funds from a restructured Streeterville Capital loan, eliminating foreclosure risk and litigation.

Sentiment

Score: 3

Explanation: The company exhibits significant financial distress with substantial net losses, a worsening working capital deficit, and ongoing Nasdaq compliance issues. While there are numerous strategic expansions and partnerships, these have not yet translated into improved profitability, and the reliance on dilutive financing and debt extinguishment losses are major concerns for financial health.

Positives

Successfully expanded American Rebel Light Beer distribution to 13 states, including new partnerships with C&L Distributing in Minnesota and Budweiser of Asheville, Inc. in Western North Carolina.
Secured a major retail distribution deal for American Rebel Light Beer across all 416 Southeastern Grocers locations (Winn-Dixie, Harveys, Fresco y Ms) for Spring 2026, spanning five Southeastern states.
Achieved 10% market penetration in the Off-Premise channel in Indiana within four weeks of launch with Zink Distributing, outperforming regional benchmarks.
American Rebel Light Beer's 16 oz 'Stand Tall, Stand Proud and Be Loud' tall boys are leading sales, prompting development of a 12-pack 16 oz format for Spring 2026.
Resolved the Bank of America loan default and dismissed related litigation by repaying $1,860,955.45, eliminating foreclosure risk on Champion Safe Co. assets.
Strengthened the balance sheet by converting approximately $1.76 million of outstanding debt into equity and issuing $2.0 million of preferred equity.
Acquired an initial 30% ownership interest in 218 LLC (Nashville commercial building) for $2.1 million in Series D Convertible Preferred Stock, aiming to improve stockholders' equity and establish a corporate headquarters.
Made strategic minority investments in RAEK Data, LLC ($1.5 million) for first-party data capabilities and Schmittys Herbal Snuff and Pouches ($1.99 million) to enter the smokeless market.
Continued high-profile motorsports sponsorships with NHRA and Tony Stewart Racing, enhancing brand visibility and fan engagement for American Rebel Light Beer and Champion Safe.
Champion Safe Co. expanded its dealer network with Mountain Pass Safes & Coins in Montana and Guardian Lock & Security in North Dakota, and highlighted strong growth from existing dealers like Dickson Sportsman Store (26% YOY sales growth).

Negatives

Experienced a significant increase in net loss, reaching $28,427,026 for the nine months ended September 30, 2025, compared to $9,702,239 in the prior year.
Revenue decreased by 25% for the nine months ended September 30, 2025, attributed to slower sales and current market conditions.
Gross margin significantly declined to 1% for the nine months ended September 30, 2025, from 4% in the prior year, due to decreased sales and increased cost of goods sold.
Working capital deficit worsened to $(17,650,023) as of September 30, 2025, from $(8,940,228) at December 31, 2024.
Incurred a substantial loss on debt extinguishment of $13,531,557 for the nine months ended September 30, 2025, primarily from debt-to-equity conversions.
Operating expenses increased by $3,264,917 for the nine months ended September 30, 2025, driven by higher professional fees, accounting, legal, and marketing costs.
Received a subsequent notice from Nasdaq on August 20, 2025, citing continued non-compliance with the minimum stockholders' equity requirement, leading to a conditional extension until November 15, 2025.
The company's financial statements have been prepared assuming it will continue as a going concern, but its ability to do so is dependent on raising capital and achieving profitability, which raises substantial doubt.
Material weakness identified in internal control over financial reporting due to inadequate management reviews and insufficient technical accounting competencies.
Ongoing legal proceeding with Liberty Safe and Security Products, Inc. for alleged trademark infringement, with a default order granted on September 30, 2025, despite settlement discussions.

Risks

Ability to maintain compliance with Nasdaq listing standards, particularly the minimum stockholders' equity requirement, with a conditional extension to November 15, 2025.
Risk of significant dilution to existing stockholders from ongoing and future equity or debt offerings to raise capital.
Inability to effectively execute the business plan, including product development, market expansion, and integration of acquisitions.
Reliance on high-interest rate debt instruments, which may make it difficult to enter into new debt agreements.
Potential for supply chain disruptions, component shortages, and geopolitical conflicts to impact sales and costs.
Lack of long-term purchase commitments from customers, allowing them to cancel, reduce, or delay orders, which could reduce revenue.
Inability to remediate identified material weaknesses in internal control over financial reporting and disclosure controls and procedures.
Dependence on the availability and regulation of ammunition and firearm storage for safe sales, as a significant portion of revenue is derived from this segment.
Risks associated with the investment in Damon Inc., including its business performance, market acceptance of products, and long-term success in the electric mobility sector.
Uncertainty regarding the realization of anticipated benefits from strategic investments and partnerships, such as RAEK Data and Schmittys Herbal Snuff and Pouches.
Potential for market conditions, tourism, hospitality demand, and local economic factors to impact revenue from the 218 LLC property, and the risk of ownership reverting to the seller in case of uncured defaults on payment obligations.

Future Outlook

The company anticipates incurring additional losses in fiscal year 2025 and beyond due to increased investment in inventory, manufacturing capacity, marketing, and sales. It expects to require additional funds for business development, acquisitions, product launches, and ongoing operational expenses, which will likely involve further equity or debt offerings. The company is actively working to maintain its Nasdaq listing by demonstrating compliance with the stockholders' equity requirement by November 15, 2025, and plans to file a new Regulation A+ offering in 2025.

Management Comments

"The American Rebel brand is on fire, and its about to get hotter this weekend as Americas fastest-growing patriotic beer, American Rebel Light Beer, alongside its Champion Safe division, seizes this premier motorsports event to forge lifelong connections with fans, launch a strategic partnership with C&L Distributing in Minnesota, and solidify its position as the ultimate choice for freedom-loving consumers."
"The American Rebel team is fired up to be here in Brainerd! Were looking forward to connecting with our fans all weekend long, rallying behind our drivers Tony and Matt, and sharing plenty of American Rebel Light—the nations fastest-growing beer. Were also thrilled that the NHRA and FOX are planning to film a special segment for the national FOX telecast. Its going to be packed with high-octane entertainment, and we cant wait for you all to see it. Wherever you are, lets Rebel Up!"
"C&L shares our commitment to excellence, our passion and patriotism for this great country, and most of all, they love great beer like American Rebel Light. This partnership ensures American Rebel Light Beer reaches Minnesotas heartland with precision, turning this NHRA weekend into a launchpad for long-term growth and customer loyalty."
"Our goal is to create lifelong customers by delivering authentic experiences and premium products that our patriotic consumers want. Minnesota racing fans, its time to Rebel Up!"
"This is a major victory for American Rebel—and a defining moment in our mission to build Americas next great success story. Weve eliminated the legal and foreclosure risk tied to Bank of America, strengthened our relationship with Streeterville, and protected Champion Safe Co. along with our core subsidiaries. Weve consolidated our debt under a long-term, flexible structure that preserves our operational freedom and safeguards shareholder value. With the burden of interest payments lifted, were now free to deploy resources toward scaling our patriotic portfolio—from safes and concealed carry gear to American Rebel Beer, smokeless alternatives, and any product worthy of our name. This isnt just restructuring—its daily execution by our executive team that is positioning American Rebel for long term success. We are Americas Patriotic Brand, and were just getting started."
"This building isnt just brick and mortar—its the future home of American Rebel. Were not just acquiring an interest in a LLC—were planting our flag in the heart of Nashville. This property, owned by the LLC, gives us the flexibility to execute our vision with precision: to build out a branded headquarters on the fourth floor and transform the existing short-term rentals into immersive showcases of Americas Patriotic Brand. Whether its business partners, new distributors, or future investors, we want every guest to walk away with the full American Rebel experience—and a cold American Rebel Light Beer in hand. This is more than a transaction—its a strategic leap forward, and were proud to do it in our own backyard. This building will be a featured cornerstone of our brand and our future."
"The companies that win tomorrow are the ones that own their data today. The acquisition of FirstPartyData.com perfectly aligns with our mission to make data ownership, accuracy, and activation accessible to every business. Our platform gives organizations and AI systems clean, contextual data needed to deliver measurable outcomes, while empowering brands to automate, personalize, and operate with true intelligence."
"RAEK represents the kind of innovation and forward-thinking that aligns perfectly with American Rebels growth vision. Their technology gives consumer brands like ours the ability to understand and communicate directly with fans, not through rented platforms, but through relationships we own. As Americas Most Patriotic Brand, its important that we participate in this next marketing revolution."
"This is the first of several major chain announcements we expect over the next 12 months. Our retail partners are responding to strong consumer pull, and our team is executing on the plan we laid out last summer—with measurable results for our shareholders."

Industry Context

American Rebel Holdings operates within the patriotic lifestyle market, encompassing self-defense, safe storage, and beverages. The company is leveraging motorsports sponsorships (NHRA) to connect with a 'freedom-loving' audience, a strategy also employed by brands like Harley-Davidson. Its expansion into the beer market with 'American Rebel Light Beer' taps into the $110+ billion beer industry, focusing on a 'better-for-you' domestic light lager. The entry into the smokeless market with Schmittys Herbal Snuff and Pouches targets the $10+ billion smokeless alternative market. The company is also positioning its safe division to cater to the growing cannabis dispensary industry's security needs. The investment in RAEK Data, LLC reflects a broader industry trend towards first-party data and AI-driven marketing in a privacy-first digital economy.

Comparison to Industry Standards

American Rebel Light Beer is positioned as 'Americas fastest-growing patriotic beer,' indicating strong initial market traction compared to new entrants in the domestic light lager category.
The company's strategy of aligning with motorsports, particularly NHRA, is comparable to other brands seeking to engage a passionate, patriotic demographic, similar to how Harley-Davidson cultivates a lifestyle brand.
The expansion into the smokeless market with Schmittys Herbal Snuff and Pouches aims to differentiate by offering tobaccoand nicotine-free products, contrasting with traditional tobacco companies and nicotine pouch brands.
The development of safes for the cannabis dispensary industry addresses a niche but growing market need, potentially setting a new standard for security solutions in this sector.
The investment in RAEK Data, LLC for first-party data capabilities positions the company to adopt advanced marketing strategies, aligning with leading consumer brands that are moving away from third-party cookies towards owned data ecosystems.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
President and Interim Principal Accounting Officer	Doug E. Grau	NA	2025-06-30	Termination of service in this role.
Interim Principal Accounting Officer	NA	Darin Fielding	2025-07-01	Appointment to the role.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Reverse Stock Split	Board of Directors approved a 1-for-20 reverse stock split of common stock, effective October 3, 2025, with round lot shareholder protection and fractional shares rounded up.	2025-10-03	Intended to enhance deposit ability and marketability, and ensure compliance with Nasdaq's minimum bid price requirement. Will reduce outstanding shares from approximately 10.2 million to 514 thousand (before round lot adjustments).
Nasdaq Listing Compliance	Received a non-compliance notice for stockholders' equity, submitted a compliance plan, and was granted a conditional extension by the Nasdaq Hearings Panel until November 15, 2025, to demonstrate compliance.	2025-10-20	Failure to comply by the deadline could result in delisting, adversely affecting liquidity, trading price, and access to capital.
Internal Control Weakness	Management concluded that disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting, specifically inadequate management reviews and insufficient technical accounting competencies.	2025-09-30	Raises concerns about the reliability of financial reporting and the timely prevention or detection of material misstatements.

Legal Proceedings

Liberty Safe and Security Products, Inc. filed a complaint alleging trademark infringement related to the use of the term 'Freedom' in safe sales. Management believes the lawsuit is without merit but has initiated settlement discussions. A default order was granted on September 30, 2025.
Bank of America filed a complaint due to the company's default on a line of credit. A forbearance agreement was entered into, and the loan was fully repaid on September 15, 2025, using funds from Streeterville Capital. The lawsuit has been dismissed, and all outstanding obligations are resolved.

Related Party Transactions

Compensation for CEO Charles A. Ross, Jr. was $87,832 for the three months and $263,497 for the nine months ended September 30, 2025, plus stock awards. Accrued and unpaid compensation for Mr. Ross was approximately $462,000 as of September 30, 2025.
Compensation for former President and Interim Principal Accounting Officer Doug E. Grau was $33,450 for the three months and $164,000 for the nine months ended September 30, 2025, plus stock awards. Accrued and unpaid compensation for Mr. Grau was approximately $0 as of September 30, 2025.
Compensation for Interim Principal Accounting Officer Darin Fielding was $44,423 for the three months and $188,090 for the nine months ended September 30, 2025. Accrued and unpaid compensation for Mr. Fielding was approximately $164,000 as of September 30, 2025.
Compensation for President and COO Corey Lambrecht was $71,364 for the three months and $214,091 for the nine months ended September 30, 2025, plus stock awards. Accrued and unpaid compensation for Mr. Lambrecht was approximately $431,000 as of September 30, 2025.
Officers advanced the company approximately $0 for the three months and $214,000 for the nine months ended September 30, 2025. Approximately $448,000 was outstanding as of September 30, 2025, as unsecured non-interest-bearing demand notes.
Director Lawrence Sinks provided a promissory note of $400,000 on June 28, 2024, which remained outstanding as of September 30, 2025, with $120,000 in accrued interest.

Stakeholder Impact

Shareholders face significant dilution risks due to ongoing debt-to-equity conversions and potential future capital raises.
Shareholders are impacted by the Nasdaq non-compliance notice and the conditional extension, with a risk of delisting affecting liquidity and share price.
Employees, particularly officers, receive substantial compensation, including stock awards, which may be a positive for retention but contributes to overall expenses.
Customers benefit from expanded product offerings (American Rebel Light Beer, safes for cannabis industry) and wider distribution, enhancing brand accessibility.
Creditors (lenders) have engaged in numerous debt restructuring and conversion agreements, indicating a willingness to work with the company but also reflecting the company's financial challenges and high-interest debt burden.

Next Steps

Demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) (minimum stockholders' equity of $2.5 million) by November 15, 2025.
File a timely public disclosure describing transactions undertaken to achieve Nasdaq compliance and demonstrate long-term compliance.
File a new Regulation A+ offering in 2025 to secure additional funding.
Continue to expand distribution and retail placements for American Rebel Light Beer, including the Spring 2026 rollout across Southeastern Grocers locations.
Develop and launch a 12-pack 16 oz format for American Rebel Light Beer by Spring 2026.
Continue to integrate and leverage strategic investments in RAEK Data, LLC and Schmittys Herbal Snuff and Pouches.
Pursue national retail expansion and explore licensing opportunities for Schmittys Herbal Snuff and Pouches.
Finalize compensation arrangements for Mr. Grau.
Address and remediate identified material weaknesses in internal control over financial reporting and disclosure controls and procedures.

Key Dates

Date	Description
2024-06-28	Company entered into a short-term loan with director Lawrence Sinks for $400,000.
2024-07-23	Company received notice of a trademark infringement complaint filed by Liberty Safe and Security Products, Inc.
2024-08-08	Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC for a loan of $179,400.
2024-09-04	Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC for a loan of $300,000.
2024-09-16	Company entered into four loan advances with an investor, ranging from $30,000 to $115,000.
2024-10-02	Company effectuated a 1-for-9 reverse stock split.
2024-10-04	Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC for a loan of $122,960.
2024-10-30	Company entered into a Securities Purchase Agreement with Alumni Capital LP for a loan of $420,000.
2024-11-06	Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC for a loan of $122,960.
2024-11-11	Company entered into a Purchase and Exchange Agreement with an investor and Altbanq Lending LLC, and a twelve-month promissory note for $400,000.
2024-12-13	Company entered into a three-month promissory note for $213,715.
2025-01-10	Company entered into two six-month promissory notes with accredited investors for $617,100 and $123,420, and authorized issuance of 110 shares of common stock to a consultant.
2025-01-14	Company authorized issuance of 43,335 shares of Series D Convertible Preferred Stock to seven service providers.
2025-02-10	Company authorized issuance of 884 shares of common stock upon conversion of Series D Preferred Stock, and 124 shares of common stock for a financing agreement fee. Also entered into a Securities Purchase Agreement with 1800 Diagonal for a loan of $155,250.
2025-02-19	Company received a Notification Letter from Nasdaq regarding noncompliance with Rule 5550(b)(1).
2025-02-27	Purchaser sent a second closing notice for exchange of $55,000 of assigned note portion for 259 shares of common stock.
2025-03-03	Company entered into a Securities Purchase Agreement with 1800 Diagonal for a loan of $94,300.
2025-03-04	Purchaser sent a third closing notice for exchange of $52,712 of assigned note portion for 282 shares of common stock.
2025-03-05	Company authorized issuance of 400 shares of common stock upon conversion of a promissory note. Purchaser sent a fourth closing notice for exchange of $55,000 of assigned note portion for 8417 shares of common stock.
2025-03-10	Purchaser sent a fifth closing notice for exchange of $50,000 of assigned note portion for 437 shares of common stock.
2025-03-12	Purchaser sent sixth, seventh, eighth, and ninth closing notices for exchanges of assigned note portions for common stock.
2025-03-13	Purchaser sent a tenth closing notice for exchange of $50,000 of assigned note portion for 615 shares of common stock.
2025-03-17	Purchaser sent an eleventh closing notice for exchange of $50,000 of assigned note portion for 615 shares of common stock.
2025-03-18	Purchaser sent a twelfth closing notice for exchange of $50,000 of assigned note portion for 661 shares of common stock.
2025-03-19	Purchaser sent thirteenth and fourteenth closing notices for exchanges of assigned note portions for common stock.
2025-03-21	Bank of America filed a complaint against the Company in Utah County, Utah.
2025-03-24	Purchaser sent fifteenth and sixteenth closing notices for exchanges of assigned note portions for common stock.
2025-03-26	Purchaser sent seventeenth, eighteenth, and nineteenth closing notices for exchanges of assigned note portions for common stock.
2025-03-28	Purchaser sent a twentieth closing notice for exchange of $35,000 of assigned note portion for 1,167 shares of common stock.
2025-03-31	Company effectuated a 1-for-25 reverse stock split. Purchaser sent twenty-first and twenty-second closing notices for exchanges of assigned note portions for common stock.
2025-04-02	Silverback Capital Corporation (SCC) requested issuance of 1,700 and 1,750 shares of common stock. Company entered into a second Settlement Agreement with SCC.
2025-04-03	SCC requested issuance of 1,800 shares of common stock.
2025-04-04	SCC requested issuance of 1,598 shares of common stock. Purchaser sent a twenty-third closing notice for exchange of $72,500 of assigned note portion for 4,394 shares of common stock. Company entered into a conversion agreement with a noteholder for 82,280 shares of Series D Preferred Stock. Company entered into definitive agreements for private placement of 36,232 shares of common stock (or pre-funded warrant) and warrants for $2.5 million.
2025-04-07	Company entered into a Securities Purchase Agreement with 1800 Diagonal for a loan of $182,275. Purchaser sent a twenty-third closing notice for exchange of $60,000 of assigned note portion for 3,637 shares of common stock.
2025-04-08	Private placement closed. Coventry Enterprises converted a portion of debt into 1,000 shares of common stock.
2025-04-09	Purchaser sent a revised twenty-third closing notice for exchange of $99,000 of assigned note portion for 5,039 shares of common stock, and a revised twenty-fourth closing notice for exchange of $50,000 of assigned note portion for 2,545 shares of common stock. Coventry Enterprises converted debt into 1,350 and 2,455 shares of common stock. 1800 Diagonal Lending converted debt into 2,455 shares of common stock.
2025-04-10	Coventry Enterprises converted debt into 3,050, 1,000, and 1,250 shares of common stock. Company authorized issuance of 2,503 shares of common stock upon conversion of Series D Preferred Stock. Purchaser sent twenty-fifth and twenty-sixth closing notices for exchanges of assigned note portions for common stock. Company entered into a Securities Purchase Agreement with 1800 Diagonal for a loan of $153,525.
2025-04-11	Coventry Enterprises converted debt into 4,800 shares of common stock.
2025-04-13	Company received a conversion notice for 14,333 shares of Series D Convertible Preferred Stock.
2025-04-14	Company authorized issuance of 4,122 and 3,630 shares of common stock for settlement and conversion agreements. Coventry Enterprises converted debt into 4,750 shares of common stock.
2025-04-15	SCC requested issuance of 1,260 shares of common stock plus 140 shares as a settlement fee.
2025-04-16	SCC requested issuance of 4,650 shares of common stock.
2025-04-23	SCC requested issuance of 4,750 shares of common stock.
2025-04-24	SCC requested issuance of 10,000 shares of common stock (twice).
2025-04-25	SCC requested issuance of 11,000 shares of common stock.
2025-04-28	SCC requested issuance of 12,000 shares of common stock.
2025-05-06	SCC requested issuance of 12,250 shares of common stock. 1800 Diagonal Lending converted debt into 1,934 shares of common stock.
2025-05-20	Stockholders approved a Certificate of Amendment to effect a reverse stock split of up to 1-for-25.
2025-05-27	Company entered into five two-year promissory notes for $450,000.
2025-05-30	Company entered into a Forbearance Agreement with Bank of America. A lender converted $131,910 of an OID Note into 5,000 shares of common stock.
2025-06-03	A lender converted the remaining $214,487 balance of an OID Note into 9,247 shares of common stock.
2025-06-11	Nasdaq accepted the Company's Compliance Plan and granted an extension through August 18, 2025.
2025-06-26	Company entered into a note purchase agreement with Streeterville Capital, LLC for a secured promissory note of $5,470,000.
2025-06-30	Doug E. Grau ceased serving as President and Interim Principal Accounting Officer. A lender converted $12,317.97 of interest on an OID Note into 590 shares of common stock.
2025-07-01	Darin Fielding began serving as Interim Principal Accounting Officer.
2025-07-07	Company entered into Securities Purchase Agreements with 1800 Diagonal Lending, LLC ($296,700) and Boot Capital LLC ($57,500).
2025-07-08	A lender converted the remaining balance of an OID Note into 8,000 shares of common stock.
2025-07-09	A lender converted the remaining $150,554.76 balance of an OID Note into 8,000 shares of common stock.
2025-07-12	A holder of Series D Preferred Stock converted shares into 15,000 shares of common stock.
2025-07-31	Company entered into a two-year promissory note with Horberg for $500,000.
2025-08-01	Company entered into a 5-month strategic advisory agreement, issuing 4,000 shares of Series D Convertible Preferred Stock. Corey Lambrecht and Charles A. Ross, Jr. converted Series A preferred stock into 175,000 shares of common stock each.
2025-08-11	20,000 shares of Series D preferred stock were converted into 5,000 shares of common stock.
2025-08-12	American Rebel Light Beer won big at Knoxville Nationals.
2025-08-13	American Rebel Light Beer announced agreement with C&L Distributing in Minnesota. 1800 Diagonal Lending converted debt into 2,260 shares of common stock.
2025-08-14	American Rebel Light Beer took center stage at NHRA Brainerd International Raceway. 1800 Diagonal Lending converted debt into 1,978 shares of common stock.
2025-08-15	Company entered into an Exchange and Settlement Agreement with Agile Capital Funding, LLC. American Rebel Light Beer powered NHRA Brainerd Nationals.
2025-08-18	1800 Diagonal Lending converted debt into 2,029 shares of common stock.
2025-08-19	Champion Safe Co. welcomed Mountain Pass Safes. Company issued 21,308 shares of common stock and a pre-funded warrant to Schmittys. 1800 Diagonal Lending converted debt into 1,440 shares of common stock.
2025-08-20	American Rebel Light Beer expanded into Western North Carolina. Company received a subsequent notice from Nasdaq citing continued non-compliance.
2025-08-21	1800 Diagonal Lending converted debt into 1,483 shares of common stock.
2025-08-22	Company entered into a note purchase agreement with Streeterville Capital, LLC for the purchase of a portion of the Damon Note. Company issued 2,000 shares of Series E Preferred Stock.
2025-08-25	Company entered into a note agreement with 1800 Diagonal for $152,950. Company issued 1,626 shares of common stock and a pre-funded warrant for the acquisition of 218 3rd Avenue (later terminated).
2025-08-26	Company entered into a Securities Exchange Agreement with Agile Capital Funding, LLC.
2025-08-27	American Rebel Light Beer elevated Cornwell Quality Tools NHRA U.S. Nationals. Company submitted its request for a hearing before a Nasdaq Hearings Panel.
2025-08-28	American Rebel Holdings filed timely Nasdaq hearing request. Company clarified no amended S-1 was filed on this date.
2025-08-29	American Rebel Light Beer launched in Indiana with Zink Distributing.
2025-09-02	Company entered into a Membership Interest Purchase Agreement with Schmittys Herbal Snuff and Pouches.
2025-09-05	1800 Diagonal Lending converted debt into 2,825 shares of common stock.
2025-09-08	Company received a subscription agreement for the purchase of 40,000 shares of Series D Convertible Preferred Stock.
2025-09-09	1800 Diagonal Lending converted debt into 5,219 shares of common stock.
2025-09-10	American Rebel made minority investment in Schmittys Herbal Snuff and Pouches. Company entered into a global amendment to the Purchase Agreement and Note with Streeterville Capital. 1800 Diagonal Lending converted debt into 3,755 shares of common stock.
2025-09-15	Company entered into a mutual termination agreement for the 218 LLC Purchase Agreement, and then a Membership Interest Purchase Agreement to acquire 100% of 218 LLC. Bank of America loan was repaid.
2025-09-16	Board approved a 1-for-20 reverse stock split. Company issued 12,000 shares of Series D Convertible Preferred Stock to Carter, Terry & Company Inc.
2025-09-23	American Rebel announced 1-for-20 reverse stock split.
2025-09-25	Corey Lambrecht and Charles A. Ross, Jr. converted additional Series A preferred stock into 175,000 shares of common stock each. Company received formal notification from Bank of America confirming Satisfaction of Judgment.
2025-09-26	American Rebel Light Beer to be primary sponsor at NHRA Midwest Nationals. Champion Safe showcased at Maricopa County Home Show. American Rebel announced fully resolved Bank of America default.
2025-09-29	American Rebel and TSR Nitro celebrated Matt Hagan's victory at NHRA Midwest Nationals.
2025-09-30	Company entered into a Membership Interest Purchase Agreement with RAEK Data, LLC. Company issued 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC. Nasdaq Hearings Panel hearing held.
2025-10-01	Company entered into a Securities Purchase Agreement with Horberg for $750,000.
2025-10-02	American Rebel Light Beer reverse stock split effective date. Champion Safe Company expanded dealer network with Guardian Lock & Security. Company received subscription agreements for 35,000 shares of Series D Convertible Preferred Stock.
2025-10-03	Company effectuated a 1-for-20 reverse stock split. Common stock began trading on a reverse stock split-adjusted basis. A holder converted 5,000 shares of Series D Preferred Stock into 25,000 shares of common stock. Five holders converted Series D Preferred Stock into 111,368 shares of common stock. Company issued 2,502 shares of common stock for round lot share rounding.
2025-10-06	A holder converted an additional 1,000 shares of Series D Preferred Stock into 5,000 shares of common stock. Two holders converted Series D Preferred Stock into 70,709 shares of common stock. Company issued 42 shares of common stock for round lot share rounding.
2025-10-07	Three holders converted Series D Preferred Stock into 76,675 shares of common stock.
2025-10-08	A holder converted Series D Preferred Stock into 80,860 shares of common stock. Schmittys exercised 33,821 pre-funded warrants.
2025-10-09	American Rebel Holdings to showcase at 2025 NBWA Convention. 1800 Diagonal Lending converted debt into 25,005 shares of common stock.
2025-10-10	A holder converted 5,000 shares of Series D Convertible Preferred Stock into 25,000 shares of common stock. Two holders converted Series D Preferred Stock into 140,220 shares of common stock.
2025-10-13	American Rebel Light Beer secured Spring 2026 distribution placement across all 416 Southeastern Grocers locations. 1800 Diagonal Lending converted debt into 26,817 shares of common stock. Two holders converted Series D Preferred Stock into 54,150 shares of common stock.
2025-10-14	Two holders converted Series D Preferred Stock into 129,970 shares of common stock. Company issued 4,053,452 shares of common stock for round lot share rounding. Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC for a loan of $183,280.
2025-10-15	A holder converted Series D Preferred Stock into 43,595 shares of common stock.
2025-10-16	A holder converted Series D Preferred Stock into 8,000 shares of common stock.
2025-10-20	American Rebel Holdings announced breakout success at 2025 NBWA Convention. Nasdaq Hearings Panel granted a conditional extension to November 15, 2025.
2025-10-21	Champion Safe celebrated Cross Creek Outdoor Supplies.
2025-10-22	A holder converted Series D Preferred Stock into 62,500 shares of common stock.
2025-10-24	A holder converted Series D Preferred Stock into 25,000 shares of common stock.
2025-10-27	American Rebel Holdings highlighted RAEK's recent acquisition of FirstPartyData.com.
2025-10-28	Champion Safe highlighted Dickson Sportsman Store. Two holders converted Series D Preferred Stock into 258,335 shares of common stock. Company entered into a third Settlement Agreement with Silverback Capital Corporation.
2025-10-31	American Rebel Light Beer featured as primary sponsor at 25th Annual Dodge NHRA Nevada Nationals.
2025-11-04	A holder converted 37,893 shares of Series D Convertible Preferred Stock into 189,465 shares of common stock.
2025-11-05	Circuit Court of the Twelfth Judicial Circuit Court for Manatee County, Florida, entered an Order confirming fairness of SCC Settlement Agreement.
2025-11-06	SCC requested issuance of 180,754 shares of Common Stock.
2025-11-07	Number of common stock shares outstanding was 6,136,970.
2025-11-15	Deadline for Company to demonstrate compliance with Nasdaq Listing Rule 5550(b)(1).

Recommendation

strong sell

The company's financial performance is severely deteriorating, marked by a substantial increase in net losses, declining revenue, and a worsening working capital deficit. While strategic expansions and partnerships are underway, they have not translated into profitability. The ongoing Nasdaq non-compliance issue, coupled with heavy reliance on dilutive debt-to-equity conversions and high-interest loans, indicates significant financial instability and a high risk of further shareholder value erosion. The material weakness in internal controls further compounds these concerns. A seasoned investor would view the current financial trajectory and governance issues as highly unfavorable, warranting a strong sell recommendation.

Keywords

American Rebel Holdings, AREB, SEC Filing, 10-Q, Quarterly Report, Financial Results, Net Loss, Revenue, Gross Margin, Nasdaq Compliance, Stockholders Equity, Debt Extinguishment, Working Capital, American Rebel Light Beer, Beverage Distribution, NHRA Sponsorship, Champion Safe Company, Safe Manufacturing, Strategic Investment, RAEK Data, Schmittys Herbal Snuff, Damon Inc., Nashville Real Estate, Corporate Governance, Risk Factors, Capital Raise, Dilution, Going Concern

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