DEF 14C: American Rebel Plans Sixth Reverse Stock Split to Maintain Nasdaq Listing

American Rebel Holdings, Inc. stockholders approved a reverse stock split of up to 1-for-25 to maintain its Nasdaq Capital Market listing.

Summary

• Stockholders holding Series A Convertible Preferred Stock and Common Stock, representing over a majority of voting power, approved a reverse stock split of up to 1-for-25 of American Rebel's Common Stock via written consent on November 25, 2025.
• The action includes an amendment to the company's Second Amended and Restated Articles of Incorporation and authorizes any necessary steps to effectuate the split within 12 months of approval.
• The primary purpose of the reverse stock split is to raise the per share trading price to meet the Nasdaq Capital Market's minimum bid price requirement of $1.00 per share and avoid delisting.
• The Board has the sole discretion to determine the exact ratio (up to 1-for-25) and timing of the split within the 12-month period and may elect not to implement it.
• The action is expected to become effective on or after January 5, 2025, which is 20 calendar days following the mailing of the Information Statement on or about December 15, 2025.
• No fractional shares will be issued; instead, stockholders will have their fractional shares rounded up to the nearest whole share.
• The reverse stock split will not affect the par value of Common Stock ($0.001 per share) or the voting and conversion rights of Series A, C, and D Preferred Stock.
• Outstanding options, warrants, and convertible securities will be adjusted proportionally, leading to a reduction in the number of shares issuable and a proportionate increase in their exercise prices.
• The number of authorized shares of Common Stock will remain unchanged, but the number of shares available for future issuance will increase, potentially assisting with capital raises or deterring hostile takeovers.
• This is the company's sixth reverse stock split, with a previous 25:1 reverse stock split having occurred in October 2025.

Sentiment

Score: 2

Explanation: The necessity of a sixth reverse stock split, especially so soon after a previous one in October 2025, indicates severe and persistent challenges in maintaining the company's stock price and Nasdaq listing. While it's a required action to avoid delisting, it reflects poorly on the company's long-term financial health and value creation for shareholders. The potential for further dilution and the anti-takeover implications add to the negative sentiment.

Positives

• Proactive measure to address Nasdaq's minimum bid price requirement and avoid potential delisting.
• Potential for an increased per-share trading price, which could improve the perception of the common stock as an investment security.
• May assist with future potential capital raises by making the stock more attractive to a broader range of investors.
• Could reduce stockholder transaction costs for trading a fixed dollar amount of stock if the price per share is higher.

Negatives

• This is the company's sixth reverse stock split, indicating a persistent inability to maintain a sufficient share price over time, which is a significant red flag.
• A previous 25:1 reverse stock split in October 2025 resulted in the issuance of 4,055,954 shares due to a rounding provision, highlighting a potentially aggressive rounding policy that can lead to substantial dilution.
• There is no guarantee that the reverse stock split will successfully increase or maintain the per share bid price above the Nasdaq minimum requirement.
• The market price of the Common Stock may decline after the split due to external factors, leading to a decrease in the actual or intrinsic value of shares.
• The increase in authorized but unissued shares could be used to dilute existing stockholders or to oppose a hostile takeover, potentially entrenching current management.
• Stockholders are not entitled to dissenters' rights under Nevada law for this action.

Risks

• Risk of delisting from the Nasdaq Capital Market if the minimum bid price requirement of $1.00 per share is not met or maintained after the split.
• Delisting could severely impact the company's ability to raise additional financing, limit trading liquidity, result in a 'penny stock' designation, reduce investor interest, and negatively affect employee confidence.
• The market price of the Common Stock may decline after the Reverse Stock Split, despite the intention to increase it, due to market volatility, investor response, and general economic conditions.
• Future issuance of the newly available authorized Common Stock could dilute the percentage of stock ownership and voting rights of current holders.
• The Reverse Stock Split could have anti-takeover effects, making it more difficult for mergers or changes in control, even if such actions might be beneficial to stockholders.

Future Outlook

The Board intends to effectuate the Reverse Stock Split to maintain the company's Nasdaq listing, with the flexibility to implement it at any time within 12 months of the November 25, 2025 approval. There are no current specific plans for the issuance of the newly available Common Stock that would result from the split.

Management Comments

• "The Board believes it would not be in the best interests of our company and our stockholders to incur the costs of holding a special meeting or of soliciting proxies or consents from additional stockholders in connection with the action."
• "The primary purpose of implementing the reverse stock split would be to raise the per share trading price of our common stock. In particular, this will help us to maintain the listing of our common stock on the Nasdaq Capital Market."
• "Reducing the number of outstanding shares of our common stock should, absent other factors, increase the per share market price of our common stock, although we cannot provide any assurance that we will be able to meet or maintain a bid price over the minimum bid price requirement for continued listing on the Nasdaq Capital Market or any other exchange."
• "The Board may elect not to implement the approved Reverse Stock Split at its sole discretion."

Industry Context

Companies often undertake reverse stock splits to meet exchange listing requirements, such as Nasdaq's $1.00 minimum bid price. This is a common defensive strategy for micro-cap companies facing potential delisting. However, the fact that this is American Rebel's sixth reverse stock split, with the most recent one occurring just two months prior, suggests a recurring and severe challenge in maintaining market valuation, which is highly unusual and concerning within the industry.

Comparison to Industry Standards

• While reverse stock splits are a common mechanism for companies to regain compliance with exchange listing requirements, undertaking a 'sixth' reverse stock split, with the most recent one in October 2025, is highly unusual and suggests a chronic issue with maintaining shareholder value and operational performance, far below industry standards for stable, growing companies.
• The significant number of shares issued due to rounding in the October 2025 split (4,055,954 shares from a base of 6,217,269 shares before the split) highlights a potentially aggressive rounding policy that can lead to substantial dilution for smaller shareholders, which is not a best practice.

Corporate Governance

Stakeholder Impact

• Shareholders: Will own fewer shares, but proportional ownership remains (except for fractional shares rounded up). Face potential for increased per-share price but also risk of further decline. Potential dilution from future share issuances. No dissenters' rights.
• Employees: Equity compensation awards (options, warrants) will be adjusted proportionally, resulting in fewer shares and higher exercise prices.
• Investors: Potential for improved perception and broader investor interest if the split successfully maintains Nasdaq listing. However, significant risk of delisting and further value erosion if the split fails to stabilize the stock price.

Next Steps

• The Board will determine the exact ratio (up to 1-for-25) and timing of the Reverse Stock Split within 12 months of November 25, 2025.
• Filing of an amendment to the Articles of Incorporation with the Nevada Secretary of State on or after January 5, 2025, to effectuate the split.
• The company's transfer agent will act as the exchange agent for purposes of implementing the exchange of stock certificates.
• A new CUSIP number will be assigned to the Common Stock after the Reverse Stock Split.

Key Dates

Recommendation

The company's need for a sixth reverse stock split, following one just two months prior, signals deep-seated and recurring issues with its stock performance and potentially its underlying business fundamentals. This pattern suggests a continuous erosion of shareholder value. While the split aims to maintain Nasdaq listing, there's no guarantee of success, and the historical trend indicates that such actions often precede further declines. The potential for significant dilution from rounding provisions and the anti-takeover implications further diminish the attractiveness of the stock. A seasoned investor would likely view this as a strong indicator of fundamental weakness and advise divesting.

Keywords

Reverse Stock Split, Nasdaq Listing, American Rebel Holdings, AREB, Corporate Governance, Stockholder Consent, SEC Filing, Capital Market, Share Price, Dilution, Anti-Takeover