10-K: American Rebel Holdings Reports Wider Losses Amid Strategic Shifts

American Rebel Holdings, Inc. reported a significant increase in net loss for 2025, driven by slower sales and substantial debt extinguishment losses, while pursuing diversification into beverages and real estate.

Summary

• Net loss for the year ended December 31, 2025, increased by 95% to $34,325,289, compared to $17,604,364 in 2024.
• Revenue decreased by 17% to $9,522,109 in 2025 from $11,420,268 in 2024, primarily due to slower sales in current market conditions.
• Gross margin remained negative, decreasing by 65% to $(197,752) in 2025 from $(119,637) in 2024, with a gross margin percentage of (2)%.
• Total operating expenses increased by 20% to $14,564,675 in 2025, up from $12,100,478 in 2024, largely due to increased marketing and brand development for the beer business and higher payroll costs.
• Marketing and brand development expenses surged by 97% to $4,633,182 in 2025, compared to $2,354,809 in 2024.
• Interest expense decreased by 36% to $2,527,342 in 2025 from $3,969,485 in 2024, due to a decrease in outstanding debt agreements.
• Loss on debt extinguishment and settlement of liabilities dramatically increased by 1099% to $17,051,377 in 2025, compared to $1,422,307 in 2024, mainly from debt-to-equity conversions and the amended Streeterville loan.
• The company acquired a 19.01% ownership interest in Schmittys Herbal Snuff and Pouches for approximately $1.99 million, paid in common stock and prefunded warrants.
• A minority membership interest in RAEK Data, LLC was acquired for $1,500,000, paid in 200,000 shares of Series D Convertible Preferred Stock, with an additional 2% interest purchased for $1,000,000 in Series D Preferred Stock.
• The company entered into a membership interest purchase agreement to acquire 100% of 218 LLC, which owns a 20,829 sq ft commercial building in Nashville, TN, for $14.1 million, payable in Series D Preferred Stock, cash, and a promissory note.
• A portion of a $6,470,000 secured promissory note in Damon, Inc. was purchased for $2,000,000, in consideration for 2,000 shares of newly authorized Series E Preferred Stock.
• The company launched American Rebel Light Beer regionally in September 2024, now available online in 40 US states, and formed American Rebel Licensing NIL I, Inc. in February 2026 to pursue licensing opportunities.
• Multiple reverse stock splits were effectuated: 1-for-9 on October 2, 2024; 1-for-25 on March 31, 2025; 1-for-20 on October 3, 2025; 1-for-20 on February 2, 2026; and 1-for-100 on March 23, 2026, resulting in a cumulative ratio of 1-for-90,000.
• The company received a Nasdaq delisting notice on February 4, 2026, for failing to maintain a minimum bid price of $1.00 per share, and an additional deficiency notice on March 23, 2026, for not meeting the minimum 500,000 Publicly Held Shares requirement.
• The company's common stock trading was placed in a Qualification Halt by Nasdaq effective March 23, 2026, due to the Publicly Held Shares deficiency.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with significant concern. The substantial increase in net loss, declining revenue, worsening gross margin, and critical Nasdaq compliance issues, including a trading halt and multiple reverse stock splits, point to severe operational and financial distress. While strategic acquisitions and new market entries are noted, they are overshadowed by the company's going concern warning and ongoing liquidity challenges.

Positives

• Strategic acquisitions of minority interests in Schmittys Herbal Snuff and Pouches and RAEK Data, LLC, expanding market reach and operational influence.
• Entry into the U.S. light beer market with American Rebel Light Beer, positioning it as a 'Patriotic Brand' with 'Better For You' attributes, targeting an underserved segment.
• Formation of American Rebel Licensing NIL I, Inc. to pursue brand licensing opportunities, indicating potential for new revenue streams.
• Acquisition of a 20,829 square foot commercial building in Nashville, Tennessee, for $14.1 million, diversifying asset base.
• Repayment of the Bank of America line of credit totaling $1,860,955.45, resolving a significant legal proceeding and debt obligation.
• Resolution of the Oddo Development Company lawsuit regarding unpaid rent through a Settlement and Forbearance Agreement on March 23, 2026.
• The company's management team is described as deeply experienced in public company governance, brand development, and operational scale.

Negatives

• Net loss significantly increased by 95% to $34,325,289 in 2025, compared to $17,604,364 in 2024.
• Revenue decreased by 17% to $9,522,109 in 2025, primarily due to slower sales driven by current market conditions.
• Gross margin remained negative at $(197,752) in 2025, a 65% decrease from $(119,637) in 2024.
• Total operating expenses increased by 20% to $14,564,675 in 2025, indicating rising operational costs.
• Loss on debt extinguishment and settlement of liabilities surged by 1099% to $17,051,377 in 2025, reflecting significant costs associated with debt restructuring and conversions.
• Accumulated deficit grew to $99,411,489 as of December 31, 2025, from $65,086,200 as of December 31, 2024.
• Working capital deficit worsened to $20,321,313 as of December 31, 2025, from $8,940,226 as of December 31, 2024.
• The company's independent registered auditors report includes an explanatory paragraph stating substantial doubt about its ability to continue as a going concern.
• Multiple Nasdaq deficiency notices were received, including for minimum bid price and minimum publicly held shares, leading to a trading halt and potential delisting.
• The company has effected five reverse stock splits since October 2024, with a cumulative ratio of 1-for-90,000, indicating severe stock price depreciation and potential investor concern.
• Identified material weaknesses in internal control over financial reporting and disclosure controls and procedures, which led to prior financial statement restatements and could impair future reporting accuracy.
• The company is highly dependent on its CEO, Charles A. Ross, Jr., and the loss of his leadership could harm business execution.
• The Series A Preferred Stock held by executive officers and directors carries superior voting rights (1,000 to 1 over common stock), giving them over 98% of available stockholder votes, which could delay or prevent a change in control.

Risks

• Inability to efficiently manage and repay debt obligations.
• Failure to maintain compliance with Nasdaq continued listing standards, leading to delisting.
• Effect of new tariffs on business and financial condition, particularly concerning products manufactured in Mexico and other non-USMCA nations.
• Inability to remediate identified material weaknesses in internal control over financial reporting and disclosure controls and procedures.
• Failure to timely file periodic reports with the SEC and prior restatements may have further material adverse consequences.
• Unsuccessful future acquisitions and operations of new manufacturing facilities and/or sales organizations.
• Inability to raise additional financing for working capital, especially for purchasing critical inventory.
• Inability to generate sufficient revenue in targeted markets to support operations.
• Significant dilution resulting from financing activities.
• Actions and initiatives taken by current and potential competitors.
• 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, allowing them to cancel, reduce, or delay orders.
• Inability to introduce new products that track customer preferences.
• Failure 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, as a significant portion of revenues is derived from safes and personal security products for firearms.
• Limited corporate history makes it difficult to evaluate business and future prospects, increasing investment risks.
• Adverse state or federal legislation or regulation that increases compliance costs, or adverse findings by a regulator.
• 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.
• Dependence of future success on the general economy.
• Adequacy of cash resources and working capital.
• Substantial competition within the beer industry from large domestic/international brewers and craft brewers.
• Changes in public attitudes and drinker tastes could harm the beer business, including potential restrictions on advertising, increased labeling requirements, or higher taxes.
• Dependence on distributors for beer sales, with agreements generally terminable on short notice and distributors potentially prioritizing larger brands.
• Loss, operational disruptions, or closure of a major brewery or other key facility, including those of suppliers, due to unforeseen or catastrophic events.
• Failure to maintain adequate inventory levels, leading to lost orders or inventory obsolescence.
• Financial results may be affected by new tariffs or border adjustment taxes or other import restrictions on products manufactured in Mexico or imported from other countries.
• Inability to expand e-commerce business and sales organization to effectively address existing and new markets.
• Exposure to potential product liability, warranty liability, or personal injury claims and litigation related to products used for firearm storage.
• Inability to manufacture products at low prices due to limited volume and uncertainty of volume discounts.
• Costs of being a public company could result in inability to continue as a going concern.
• Acquisitions involve significant risks, could disrupt business, dilute stockholder value, and harm operating results.
• Industries in which the company operates are competitive, price sensitive, and subject to governmental regulations or laws.
• Ability to use net operating loss carryforwards and certain other tax attributes may be limited due to ownership changes.

Future Outlook

The company aims for long-term, sustainable growth by leveraging its patriotic brand identity, expanding its safe business with a goal of 3x to 5x revenue growth in the next few years, and aggressively entering the U.S. light beer market. It anticipates American Rebel Light Beer could achieve a modest 2% to 3% market share of the U.S. light beer segment, translating to an estimated $500 million to $700 million in annual revenue. The company also plans strategic acquisitions to expand product offerings, strengthen distribution, and enhance manufacturing capabilities, and will explore licensing opportunities for its brand. However, the ability to achieve these objectives is subject to significant risks, including the need for additional capital and maintaining Nasdaq listing.

Management Comments

• "We believe that American Rebel has significant potential for branded products as a lifestyle brand."
• "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 our current safes provide safety, security, style and peace of mind at competitive prices."
• "American Rebel is boldly positioning itself as Americas Patriotic Brand in a time when national spirit and American values are being rekindled and redefined."
• "Our founder and Chief Executive Officer, Charles A. Andy Ross, Jr., continues to be a driving force behind our brands expansion and product focusfusing patriotism, personal freedom, and bold identity into every corner of the Company."
• "Our President and Chief Operating Officer, Corey Lambrecht, brings extensive public company leadership, financial strategy, and operational acumen to the team. His success spans uplisting companies to major exchanges, negotiating complex financial and legal agreements, and scaling businesses into national brands with nine-figure revenue."
• "Our safe business is well-positioned to grow revenues by 3x to 5x over the next few years."
• "American Rebel Light Beer is on a pathway to become a major national brand."
• "Achieving even a modest 2% to 3% market share of the U.S. light beer segment would translate to an estimated $500 million to $700 million in annual revenue."

Industry Context

StockSavvy.ai notes that American Rebel Holdings is attempting to diversify its revenue streams beyond its core safe manufacturing business by entering highly competitive markets like the U.S. beer industry and the smokeless product category. The patriotic branding strategy for American Rebel Light Beer aims to capitalize on a niche consumer segment, similar to the success seen by brands like Black Rifle Coffee Company. However, the U.S. beer market is dominated by giants like AB InBev and Molson Coors, and the craft beer segment is also highly saturated, posing significant challenges for new entrants. The company's expansion into cannabis dispensary security solutions is a timely move, aligning with the growing legalization trend in the U.S. The reliance on U.S.-made steel for higher-end safes and nearshore production in Mexico for value-line safes could offer a competitive advantage amidst potential trade policy shifts, especially with renewed discussions around tariffs on Chinese imports.

Comparison to Industry Standards

• In the safe industry, American Rebel competes with established players like Liberty Safe, Fort Knox Security Products, American Security, Sturdy Safe Company, Homeland Security Safes, and SentrySafe. Its emphasis on U.S.-made steel and features like Four-Way Active Boltworks and Diamond-Embedded Armor Plate aims to differentiate it from lower-cost Chinese imports from brands like Steelwater and Alpha-Guardian.
• In the beer industry, American Rebel Light Beer enters a market dominated by AB InBev (e.g., Bud Light, Michelob Ultra) and Molson Coors (e.g., Miller Lite, Coors Light), as well as numerous craft brewers. The company's 'clean-label' and 'patriotic branding' strategy is positioned against these legacy brands and aims to capture a segment similar to disruptors like Black Rifle Coffee Company in the coffee market, Poppi in the beverage market, and Liquid Death in the water market, which have successfully targeted emotionally connected consumers.
• The projected 2% to 3% market share of the U.S. light beer segment, translating to $500 million to $700 million in annual revenue, represents an ambitious target given the entrenched competition and the company's current financial position and market presence.

Management Changes

Corporate Governance

Legal Proceedings

• Liberty Safe and Security Products, Inc. filed a complaint on July 23, 2024, alleging trademark infringement related to the use of the term 'Freedom' in safe sales, federal false designation of origin, and unfair competition. The company settled this matter in December 2025.
• Bank of America filed a complaint on March 21, 2025, seeking no less than $1,906,743 related to a line of credit. The matter was fully resolved on September 15, 2025, with the company repaying $1,860,955.45 and the lawsuit being dismissed.
• Oddo Development Company, Inc. filed a complaint on February 2, 2026, seeking unpaid rent, fees, and expenses related to a leased property. This matter was resolved on March 23, 2026, with all parties entering into a Settlement and Forbearance Agreement.

Related Party Transactions

• The company leases multiple facilities from UtahTennessee Holding Company, LLC and Champion Holdings, LLC, both owned by former Champion Entities founder and CEO Mr. Crosby. Lease extensions generally increased base rent by an average of 10% due to inflation.
• As of January 1, 2025, Messrs. Ross, Lambrecht, and Grau each vested conversion rights in 10,000 additional shares of Series A Preferred Stock, convertible into 5,000,000 shares of common stock each. Additional shares for Messrs. Ross (20,000) and Lambrecht (6,250) vested on January 1, 2026.
• On June 28, 2024, the company entered into a $400,000 short-term loan with director Lawrence Sinks (Directors Note), which remained outstanding as of December 31, 2025, with $120,000 in accrued interest.
• On December 31, 2025, the company issued 62,211 shares of Series D Convertible Preferred Stock to Doug Grau (former president) for $466,581 in accrued debt (advances).
• On December 31, 2025, the company issued 73,439 shares of Series D Convertible Preferred Stock to Charles A. Ross, Jr. (CEO) for $550,792 in accrued bonuses and other owed amounts.
• On December 31, 2025, the company issued 69,381 shares of Series D Convertible Preferred Stock to Corey Lambrecht (COO, President, Director) for $520,352 in accrued bonuses, other owed amounts, and accrued board member fees.
• On December 31, 2025, the company issued 23,923 shares of Series D Convertible Preferred Stock to Michael Dean Smith (independent director) for $179,417 in accrued board member fees.
• On December 31, 2025, the company issued 23,923 shares of Series D Convertible Preferred Stock to C. Stephen Cochennet (independent director) for $179,417 in accrued board member fees.
• On December 31, 2025, the company issued 20,439 shares of Series D Convertible Preferred Stock to Larry Sinks (independent director) for $153,292 in accrued board member fees.
• Executive officers and directors beneficially own only approximately 1% of common stock but hold Series A Preferred Stock with superior voting rights (1,000 to 1), giving them over 98% of total voting power.

Stakeholder Impact

• **Shareholders:** Face significant dilution risk from ongoing equity financing activities and multiple reverse stock splits. The Nasdaq delisting and trading halt will severely impact liquidity and market value. The going concern warning indicates a high risk of investment loss. The concentration of voting power with management through Series A Preferred Stock limits common shareholders' influence.
• **Employees:** Management changes have occurred, with Doug Grau stepping down from executive roles and Darin Fielding appointed as Interim Principal Accounting Officer. The company's financial instability could impact job security and future compensation.
• **Customers:** The company's focus on product quality, safety, and patriotic branding aims to maintain customer loyalty in the safe and beer segments. However, supply chain disruptions and financial difficulties could impact product availability and customer service.
• **Suppliers:** The company's reliance on third-party suppliers for raw materials and manufacturing, coupled with its financial challenges, could lead to increased costs or supply interruptions if payments are delayed or relationships strained.
• **Creditors:** The company has substantial debt obligations and has missed contractual payments. While some debt has been converted to equity or settled, the going concern warning and working capital deficit indicate ongoing risk for creditors. The purchase of a portion of the Damon Note and the associated pari passu security interest could impact recovery for other creditors of Damon, Inc.

Next Steps

• Remediate material weaknesses in internal control over financial reporting and disclosure controls and procedures.
• Regain compliance with Nasdaq listing rules, specifically the minimum bid price and minimum publicly held shares requirements, to avoid delisting and resume trading.
• Secure additional financing through loans or equity offerings to meet working capital needs and fund growth initiatives.
• Continue to implement the growth strategy, including scaling the safe business, pursuing strategic acquisitions, and expanding the American Rebel Light Beer brand.
• Monitor and respond to potential changes in U.S. trade policy and tariffs, particularly concerning products manufactured in Mexico.
• Address competitive pressures in the safe and beer industries through product innovation, marketing, and distribution efforts.
• Manage potential product liability and personal injury claims related to security products.

Key Dates

Recommendation

The filing reveals a company in severe financial distress, marked by a substantial increase in net losses, declining revenue, and a worsening working capital deficit. The independent auditor's going concern warning is a critical red flag. Furthermore, the company has faced multiple Nasdaq delisting notices, culminating in a trading halt and the immediate threat of delisting, which will decimate liquidity and investor confidence. The history of five reverse stock splits in a short period, with a cumulative ratio of 1-for-90,000, indicates extreme share price erosion and a desperate attempt to maintain listing, which ultimately failed. While the company is pursuing strategic acquisitions and new market entries, these initiatives are capital-intensive and are being undertaken from a position of significant financial weakness, requiring continuous dilutive financing. The concentration of voting power with management through super-voting preferred stock also presents a governance concern for common shareholders. Given the overwhelming negatives, including severe financial underperformance, critical liquidity issues, ongoing regulatory non-compliance, and extreme dilution, a seasoned investor or institution would strongly recommend selling this stock to mitigate further losses.

Keywords

Safes, Personal Security, Firearms Storage, Beer, Light Lager, Brand Licensing, Smokeless Market, Real Estate Acquisition, Nasdaq Delisting, Reverse Stock Split, Convertible Preferred Stock, Warrants, Debt Extinguishment, Going Concern, Internal Controls, Supply Chain, Patriotic Brand, Consumer Products, Manufacturing, Corporate Governance