DEF 14C: American Rebel Holdings Secures Funding, Acquires Property

American Rebel Holdings, Inc. informs stockholders of approved private placements and a real estate acquisition, involving significant debt and equity issuances.

Summary

• Stockholders approved private placement transactions and the issuance of securities via written consent, bypassing a special meeting.
• This action was taken to comply with Nasdaq Listing Rule 5635(d) for issuances exceeding 20% of common stock or voting power.
• The company secured a $5,470,000 secured promissory note from Streeterville Capital, LLC on June 26, 2025, with a 10% annual interest rate and a 24-month term.
• An amendment on September 10, 2025, released $2,000,000 from a Deposit Account Control Agreement (DACA) to repay a Bank of America loan of $1,860,955.45, increasing the Streeterville note balance by a $1,000,000 funds release fee to $6,580,485.83.
• A portion of the Streeterville note ($1,300,000) was exchanged for a 7-year, $1,300,000 secured convertible promissory note (Exchange Note) and a 2-year warrant for 225,000 shares of the company's Series D Convertible Preferred Stock at $7.50 per share.
• The Exchange Note is convertible into common stock at $0.80 per share or Series D Preferred Stock at $7.50 per share.
• The company acquired 218 LLC, whose sole asset is a 20,829 square foot commercial building in Nashville, TN, for $14,100,000.
• The acquisition payment for 218 LLC includes 280,000 shares of Series D Convertible Preferred Stock (valued at $2,100,000), $300,000 in cash installments, and an $11,700,000, 12-month, 6% promissory note.
• An additional 18,800 Series D Convertible Preferred Stock shares (valued at $141,000) were issued as a convenience fee for the 218 LLC transaction.
• The total potential issuance of common stock from these actions is up to 17,237,500 shares.

Sentiment

Score: 3

Explanation: While the company secured significant funding and acquired a property, the terms involve substantial fees, high potential for dilution, and restrictive covenants, indicating a challenging financial position and unfavorable terms for existing shareholders.

Positives

• Secured significant financing from Streeterville Capital, LLC, providing capital for operations and debt repayment.
• Repaid a Bank of America loan of $1,860,955.45, potentially reducing immediate debt burden or interest rates.
• Acquired a commercial property (218 3rd Avenue North, Nashville, TN) valued at $14,100,000, which could be a strategic asset.
• Utilized written consents from majority stockholders to approve actions, saving time and costs associated with a special meeting.

Negatives

• Incurred a $1,000,000 funds release fee to Streeterville Capital, LLC, significantly increasing the principal balance of the note.
• The Streeterville note and Exchange Note include trigger events that can increase the outstanding balance by 5% or 10% per occurrence (up to 30% in aggregate) and accelerate repayment at 18% interest upon default.
• The issuance of convertible securities and warrants could lead to significant dilution for existing common stockholders, with a potential issuance of up to 17,237,500 common shares.
• The conversion price for common stock ($0.80 per share) and Series D Preferred Stock ($7.50 per share) may be below market price, exacerbating dilution.
• The company agreed to restrictive covenants with Streeterville, including limitations on future debt and equity issuances, which could limit operational flexibility.

Risks

• Dilution Risk: Significant potential issuance of common stock (up to 17,237,500 shares) upon conversion of notes and preferred stock, which could substantially dilute existing common stockholders.
• Debt Burden & Default Risk: The company has taken on substantial secured debt with Streeterville Capital, LLC, which includes provisions for increased interest rates (18% upon default) and accelerated repayment upon trigger events or default.
• Restrictive Covenants: Covenants with Streeterville restrict future financing options, including debt and equity issuances, potentially limiting operational flexibility.
• Nasdaq Listing Compliance: The transactions required stockholder approval to maintain Nasdaq listing, indicating the potential for non-compliance if not approved.
• Valuation Risk: The conversion prices for new securities might be below current or future market prices, impacting shareholder value.
• Bankruptcy/Insolvency Risk: Specific trigger events related to bankruptcy or insolvency would immediately accelerate the outstanding balance of the notes.

Future Outlook

The company plans to prepare and file a registration statement with the SEC on Form S-1 within 15 business days of the MIPA execution to register the shares of common stock underlying the Series D Convertible Preferred Stock issued at the initial closing, shares underlying principal and interest on the 218 LLC Note, and the shares issued for the convenience fee. Streeterville Capital, LLC also has the right to reinvest up to an additional $5,000,000 in the aggregate in the company in one or more notes on the same terms and conditions as the initial note.

Management Comments

• We encourage you to read the attached Information Statement carefully for further information.
• This is for your information only. You do not need to do anything in response to this Information Statement.
• We are not asking you for a proxy and you are requested not to send us a proxy.

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential significant dilution due to the issuance of convertible securities and warrants, and potential reduction in voting power for common stockholders.
• Creditors: The company has taken on additional secured debt, which could impact its creditworthiness and ability to take on future unsecured debt, while existing creditors may see their position subordinated to new secured debt.
• Management: Key management and directors, as majority stockholders, approved these actions, potentially consolidating control or influencing future strategic decisions.

Next Steps

• The actions described will become effective 20 calendar days after the Information Statement is mailed (on or about September 30, 2025).
• The company agreed to prepare and file a registration statement on Form S-1 within 15 business days of the MIPA execution to register shares underlying Series D Convertible Preferred Stock and the 218 LLC note.
• Streeterville Capital, LLC has the right to reinvest up to an additional $5,000,000 in the aggregate in the company.

Key Dates

Recommendation

While the company secured necessary funding and acquired a strategic asset, the terms of the financing involve substantial fees, high interest rates on default, and significant potential for dilution from convertible securities. The restrictive covenants also limit future financial flexibility. These factors suggest a challenging outlook for existing common shareholders, warranting caution despite the capital infusion.

Keywords

American Rebel Holdings, SEC Filing, DEF 14C, Private Placement, Convertible Debt, Series A Preferred Stock, Series D Preferred Stock, Nasdaq Listing Rule 5635, Stockholder Approval, Real Estate Acquisition, Secured Promissory Note, Dilution, Corporate Governance, Financial Reporting, Investment, Capital Raise