AMERICAN REBEL HOLDINGS INC
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
AREB$0.31-9.0%Stored close · as of Jul 8, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023267
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosureCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001493152-25-021519
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosureThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 62 previous paragraphs and 50 current paragraphs.
9 unchanged; 5 reworded; 35 added; 47 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (35)
Current report
On July 12, 2025, a holder of shares of Series D Preferred Stock converted such shares into 15,000 shares of common stock at a conversion price per share of $30.
Current report
On August 11, 2025, a holder of shares of Series D Preferred Stock converted such shares into 2,500 shares of common stock at a conversion price per share of $30.
Current report
Between August 13 and August 21, 2025, the Company issued an aggregate of 10,765 shares of common stock to a lender in connection with the conversion of a promissory note originally entered into on February 10, 2025.
Current report
On August 13, 2025, 1800 Diagonal Lending converted a portion of their debt into 45,198 shares of common stock.
Current report
On August 14, 2025, 1800 Diagonal Lending converted a portion of their debt into 39,548 shares of common stock.
Current report
On August 18, 2025, 1800 Diagonal Lending converted a portion of their debt into 40,579 shares of common stock.
Current report
On August 18, 2025, the Company authorized the issuance of the 20,725 shares of common stock and 34,984 shares of common stock underlying Prefunded Warrants.
Current report
On August 19, 2025, the Company issued 25,000 shares of Series D Convertible Preferred Stock to a strategic advisor for services to be rendered pursuant to a strategic advisory agreement for the period from August 18, 2025 through June 30, 2027.
Current report
On August 19, 2025, 1800 Diagonal Lending converted a portion of their debt into 38,261 shares of common stock.
Current report
On August 21, 2025, 1800 Diagonal Lending converted a portion of their debt into 51,696 shares of common stock.
Current report
On August 22, 2025, the Company authorized the issuance of 2,000 shares of Series E Preferred Stock in exchange for a note purchase agreement.
Current report
On September 3, 2025, the Company authorized the issuance of 6,667 shares of Series D Convertible Preferred Stock to Eventus Advisory Group LLC for accrued fees of $50,000 and 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued fees of $150,000.
Current report
On September 4, 2025, the Company issued 25,000 shares of common stock to FMW Media Services pursuant to the terms of a Consulting Services Agreement dated August 28, 2025.
Current report
Between September 5 and September 10, 2025, the Company issued an aggregate of 11,798 shares of common stock to a lender in connection with the conversion of a promissory note originally entered into on March 3, 2025.
Current report
On September 5, 2025, 1800 Diagonal Lending converted a portion of their debt into 56,497 shares of common stock.
Current report
On September 7, 2025, the Company authorized the issuance of 24,000 shares of Series D Convertible Preferred Stock to MZ Digital, LLC for accrued fees of $150,000 and 4,000 shares of Series D Convertible Preferred Stock for an invoice dated July 23, 2025.
Current report
On September 8, 2025, the Company received a subscription agreement for the purchase of 40,000 shares of Series D Convertible Preferred Stock at $7.50 per share to an accredited investor for cash consideration of $300,000.
Current report
On September 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 104,362 shares of common stock.
Current report
On September 10, 2025, 1800 Diagonal Lending converted a portion of their debt into 75,097 shares of common stock.
Current report
On September 10, 2025, the Company issued a lender a two year warrant to purchase up to 225,000 shares of Series D Convertible Preferred Stock at $7.50 per share.
Current report
On September 15, 2025, the Company issued 280,000 shares of Series D Convertible Preferred Stock for the purchase of 30% of the outstanding membership interests in a private limited liability company and 18,800 shares of Series D Convertible Preferred Stock for the commitment fee to the seller.
Current report
On September 16, 2025, the Company issued 12,000 shares of Series D Convertible Preferred Stock, valued at $90,000, to Carter, Terry & Company Inc. (“Carter Terry”) for partial payment of commissions owed on a recent financing completed by the Company. The Company agreed to register the shares of common stock underlying conversion of the Series D Preferred Shares within thirty (30) calendar days. At any time prior to the registration of the Series D Preferred Shares, the Company may elect, in its sole discretion, to satisfy the $90,000 fee obligation in cash, payable directly to Carter Terry.
Current report
On September 25, 2025, the Company authorized the issuance of 8,750 shares of common stock to Charles A. Ross, Jr., the Company’s Chairman and CEO, upon the conversion of shares of Series A Convertible Preferred Stock.
Current report
On September 30, 2025, the Company authorized the issuance of the 200,000 shares of Series D Convertible Preferred Stock to RAEK Data, LLC for the acquisition of membership interests valued at $1,500,000.
Current report
On September 30, 2025, the Company authorized the issuance of 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued fees in the amount of $150,000.
Current report
On September 30, 2025, the Company received two subscription agreements for the purchase of 70,000 shares of Series D Convertible Preferred Stock at $7.50 per share to two accredited investors for cash consideration of $525,000.
Current report
On October 2, 2025, the Company authorized the issuance of 100,000 shares of Series D Convertible Preferred Stock for $750,000 pursuant to a securities purchase agreement.
Current report
On October 3, 2025, the Company effectuated a 1-for-20 reverse stock split. On October 3, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 2,502 shares of common stock to twenty stockholders of record effected by the rounding. On October 14, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 4,053,452 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.
Current report
On October 3, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock. On October 6, 2025, the same holder converted an additional 1,000 shares of Series D Convertible Preferred Stock into 5,000 shares of common stock.
Current report
On October 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 25,005 shares of common stock.
Current report
On October 10, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock.
Current report
On October 13, 2025, 1800 Diagonal Lending converted a portion of their debt into 26,817 shares of common stock.
Current report
On October 22, 2025, a holder of 12,500 shares of Series D Convertible Preferred Stock converted such shares into 62,500 shares of common stock.
Current report
On October 24, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock. On October 28, 2025, the same holder converted an additional 5,000 shares of Series D Convertible Preferred Stock into 25,000 shares of common stock.
Current report
On November 6, 2025, SCC requested the issuance of 180,754 shares of Common Stock to SCC, representing a payment of approximately $180,754.
Removed paragraphs (47)
Previous report
On April 2, 2025, SCC requested the issuance of 34,000 shares of Common Stock to SCC, representing a payment of approximately $28,050.
Previous report
On April 2, 2025, the Company entered into a second Settlement Agreement and Stipulation (the “ Second Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement, SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $4,690,773.09 (the “Payables”) and will exchange such Payables for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares shall be priced at 75% of the average of the three lowest traded prices during the five trading day period prior to a share request, which is subject to a floor price of $2.92. The Company agreed to issue SCC 2,800 shares of Common Stock as a settlement fee.
Previous report
On April 3, 2025, SCC requested the issuance of 36,000 shares of Common Stock to SCC, representing a payment of approximately $29,700.
Previous report
On April 4, 2025, SCC requested the issuance of 31,956 shares of Common Stock to SCC, representing a payment of approximately $26,363.70.
Previous report
On April 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $72,500 of assigned note portion for 87,879 shares of the Company’s common stock. The shares under this request were never issued and on April 9, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a revised twenty-third closing notice for the exchange of $99,000 of assigned note portion for 100,763 shares of the Company’s common stock.
Previous report
On April 4, 2025, the Company entered into a conversion agreement with a current noteholder, whereby the noteholder agreed to convert all $617,100 of the principal amount owed under its OID Note dated January 10, 2025 into 82,280 shares of Series D Convertible Preferred Stock.
Previous report
On April 4, 2025, the Company entered into definitive agreements for the purchase and sale of an aggregate of 724,640 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 724,640 shares of common stock and short-term series B warrants to purchase up to 2,173,920 shares of common stock at a purchase price of $3.45 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants will have an exercise price of $2.95 per share and will be exercisable immediately upon issuance. The series A warrants will expire five years from the date of issuance and the short-term series B warrants will expire eighteen months from the date issuance. The private placement closed on April 8, 2025.
Previous report
On April 7 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $60,000 of assigned note portion for 72,727 shares of the Company’s common stock. The shares under this request were never issued and on April 9, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a revised twenty-fourth closing notice for the exchange of $50,000 of assigned note portion for 50,891 shares of the Company’s common stock.
Previous report
On April 8, 2025, Coventry Enterprises converted a portion of their debt into 20,000 shares of common stock.
Previous report
On April 9, 2025, Coventry Enterprises converted a portion of their debt into 27,000 shares of common stock.
Previous report
On April 9, 2025, Coventry Enterprises converted a portion of their debt into 49,083 shares of common stock.
Previous report
On April 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 49,083 shares of common stock.
Previous report
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 61,000 shares of common stock.
Previous report
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 20,000 shares of common stock.
Previous report
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 25,000 shares of common stock.
Previous report
On April 10, 2025, the Company authorized the issuance of 50,050 shares of common stock to an accredited investor upon the conversion of 10,010 shares of Series D Convertible Preferred Stock.
Previous report
On April 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-fifth closing notice for the exchange of $66,022.56 of assigned note portion for 31,552 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a twenty-sixth closing notice for the exchange of $26,191.62 of assigned note portion for 12,514 shares of the Company’s common stock. This last closing notice repaid all the note balances currently due.
Previous report
On April 11, 2025, Coventry Enterprises converted a portion of their debt into 96,000 shares of common stock.
Previous report
On April 13, 2025, the Company received a conversion notice from a current noteholder, whereby the noteholder converted all $107,500 of the amount owed under its OID Note dated January 10, 2025 into 14,333 shares of Series D Convertible Preferred Stock.
Previous report
On April 14, 2025, the Company authorized the issuance of 82,437 shares of common stock, valued at $5.58 per share, to a financier pursuant to the terms of a settlement and conversion agreement.
Previous report
On April 14, 2025, the Company authorized the issuance of 72,581 shares of common stock, valued at $5.58 per share, to a lender pursuant to the terms of a settlement and conversion agreement.
Previous report
On April 14, 2025, Coventry Enterprises converted a portion of their debt into 95,000 shares of common stock.
Previous report
On April 15, 2025, SCC requested the issuance of 25,200 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $105,651, plus 2,800 shares of Common Stock as a settlement fee (a total of 28,000 shares of Common Stock).
Previous report
On April 16, 2025, SCC requested the issuance of 93,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $406,014.75.
Previous report
On April 23, 2025, SCC requested the issuance of 95,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $277,400.
Previous report
On April 24, 2025, SCC requested the issuance of 200,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $584,000.
Previous report
On April 24, 2025, SCC requested the second issuance of 200,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a second payment of approximately $584,000.
Previous report
On April 25, 2025, SCC requested the issuance of 220,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $642,400.
Previous report
On April 28, 2025, SCC requested the issuance of 240,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $700,800.
Previous report
On May 6, 2025, SCC requested the issuance of 245,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $715,400.
Previous report
On May 6, 2025, 1800 Diagonal Lending converted a portion of their debt into 38,666 shares of common stock.
Previous report
On May 30, 2025, a lender, pursuant to an OID Note dated November 11, 2024, converted $131,910 of the OID Note into 100,000 shares of the Company’s common stock. Further, on June 3, 3025, the lender converted the remaining $214,487.26 balance of the OID Note, including interest, into 184,934 shares of the Company’s common stock.
Previous report
On June 30, 2025, a lender, pursuant to an OID Note dated December 13, 2024, converted $12,317.97 of interest owed on the OID Note into 11,790 shares of the Company’s common stock. Further, on July 9, 2025, the lender converted the remaining $150,554.76 balance of the OID Note, including interest, into 159,994 shares of the Company’s common stock.
Previous report
On July 12, 2025, a holder of 60,000 shares of Series D Preferred Stock converted such shares into 300,000 shares of common stock at a conversion price per share of $1.50.
Previous report
As previously disclosed in the Form 8-K filed on June 10, 2025, on May 30, 2025, Champion Safe Company, Inc. (the “Borrower”), a wholly-owned subsidiary of American Rebel Holdings, Inc. (the “Company”), entered into a Forbearance Agreement (the “Forbearance Agreement”) by and among the Borrower, the guarantors identified therein (collectively, the “Guarantors”), and Bank of America, N.A. (the “Bank”) under the line of credit, dated as of February 10, 2023, by and among the Borrower, the Guarantors, and the Bank (the “Credit Agreement”).
Previous report
Subject to the terms of the Forbearance Agreement, the Bank had agreed to forbear, until July 31, 2025, from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Borrower’s failure to make payment on the outstanding principal amount of the Term Loan on the Expiration Date, as amended (as defined in the Credit Agreement) (the “Identified Default”).
Previous report
As a result of the uncured Identified Default, the Bank filed a complaint against Borrower and Guarantors on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,742.88, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank, and any other relief that the Court deemed just and proper (collectively, the “Litigation”).
Previous report
Subject to the terms of the Forbearance Agreement, the Bank had agreed to abstain from pursuing its claims against Borrower and Guarantors in the Litigation through the Forbearance Period (defined below), provided that neither Borrower nor Guarantors breach any terms of the Forbearance Agreement. Further, the Borrower and Guarantors executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement.
Previous report
Bank agreed to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on July 31, 2025 (the “Forbearance Period”) on the following terms and conditions:
Showing the first 40 of 47 passages. Open the source sections for the rest.
Reworded paragraphs (5)
Previous wording
On August 1, 2025, the Company authorized the issuance of 175,0000 shares of common stock to Corey Lambrecht, the Company’s President/COO and a director, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
Current wording
On August 1, 2025, the Company authorized the issuance of 8,750 shares of common stock to Corey Lambrecht, the Company’s President/COO and a director, upon the conversion of shares of Series A Convertible Preferred Stock.
Previous wording
On August 1, 2025, the Company authorized the issuance of 175,0000 shares of common stock to Charles A. Ross, Jr., the Company’s CEO and chairman, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
Current wording
On August 1, 2025, the Company authorized the issuance of 8,750 shares of common stock to Charles A. Ross, Jr., the Company’s CEO and chairman, upon the conversion of shares of Series A Convertible Preferred Stock.
Previous wording
On August 11, 2025, a holder of 10,000 shares of Series D Preferred Stock converted such shares into 50,000 shares of common stock at a conversion price per share of $1.50.
Current wording
On August 11, 2025, a holder of 10,000 shares of Series D Preferred Stock converted such shares into 50,000 shares of common stock at a conversion price per share of $30.
Previous wording
On April 2, 2025, SCC requested the issuance of 35,000 shares of Common Stock to SCC, representing a payment of approximately $28,875.
Current wording
On October 2, 2025, the Company received subscription agreements for the purchase of 35,000 shares of Series D Convertible Preferred Stock at $7.50 per share to six accredited investors for cash consideration of $262,500.
Previous wording
The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses from operations and cash flow difficulties. The Company’s accumulated deficit was ($88,633,450) as of June 30, 2025 and ($65,086,200) as of December 31, 2024. The Company has experienced cash flow restraints and has missed payments due under several financing agreements. To date, the majority of lenders have been working with the Company towards amenable solutions to remedy any issues related to such agreements.
Current wording
The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses from operations and cash flow difficulties. The Company’s accumulated deficit was ($92,987,390) as of September 30, 2025 and ($65,086,200) as of December 31, 2024. The Company has experienced cash flow restraints and has missed payments due under several financing agreements. To date, the majority of lenders have been working with the Company towards amenable solutions to remedy any issues related to such agreements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On September 25, 2025, the Company authorized the issuance of 8,750 shares of common stock to Corey Lambrecht, the Company’s President, COO and a director, upon the conversion of shares of Series A Convertible Preferred Stock.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On August 11, 2025, a holder of 10,000 shares of Series D Preferred Stock converted such shares into 50,000 shares of common stock at a conversion price per share of $1.50.