AMERICAN REBEL HOLDINGS INC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

(Unaudited)

NOTE 1 –PREVIOUSLY ISSUED FINANCIAL STATEMENTS

On May 3, 2024, the SEC entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC (“Borgers”) and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers and Borgers (collectively, “BF Borgers”) from appearing or practicing before the SEC as an accountant (the “Order”). As a result of the Order, BF Borgers may no longer serve as the Company’s independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect to audit reports.

As reported in the Current Report on Form 8-K filed with the Commission on May 6, 2024, in light of the Order, the Audit Committee (the “Committee”) of the Board of Directors of the Company on May 6, 2024, unanimously approved to dismiss, and dismissed BF Borgers as the Company’s independent registered public accounting firm.

On May 14, 2024, the Committee approved the engagement of GBQ Partners LLC (“GBQ”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and the reaudits of the years ended December 31, 2023 and 2022.

The Company filed its Form 10-K/A with the reaudits of the years ended December 31, 2023 and 2022 with the SEC on January 29, 2025.

The Company has included the comparative three and nine months ended September 30, 2024 in this filing, and the impact of any adjustments to the quarters ended March 31, 2024 and June 30, 2024 have been included in the three months ended September 30, 2024 Form 10-Q. The individual prior periods impacted by these adjustments have not been restated due to the undue burden it would place on the Company. Accordingly, the accompanying consolidated statement of operations, the consolidated statement of stockholders’ equity/(deficit) for the three and nine months ended September 30, 2024, the consolidated statement of cash flows for the nine months ended September 30, 2024, and the accompanying notes for the three and nine months ended September 30, 2024 include the impact of any adjustments to the quarters ended March 31, 2024 and June 30, 2024 and should not be relied upon.

NOTE 2 –ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on December 15, 2014, under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. On June 19, 2017, the Company completed a business combination with its majority stockholder, American Rebel, Inc. As a result, American Rebel, Inc. became a wholly-owned subsidiary.

Nature of Operations

The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.), the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). The Company established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold the licenses with respect to the beer business. American Rebel Beer launched in 2024.

To varying degrees, the development of geopolitical conflicts, supply chain disruptions, government actions to slow rapid inflation in recent years and predictable sales cycles have produced varying effects on the business. The economic effects from these events over the long term cannot be reasonably estimated at this time. Accordingly, estimates used in the preparation of the financial statements, including those associated with the evaluation of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to the Company (through accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods.

Interim Financial Statements and Basis of Presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2024, and notes thereto contained, filed on April 9, 2025.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, the Champion Entities, and ARH Sub, LLC, a Utah limited liability company (“ARH Sub”) formed in June 2025 to facilitate the Streeterville Capital Note (see Note 11). All significant intercompany accounts and transactions have been eliminated.

Year-end

The Company’s year-end is December 31.

Cash and Cash Equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Restricted Cash

Restricted cash consists of amounts held in separate accounts that are legally or contractually restricted as to use. These restrictions may relate to collateral requirements, escrow arrangements, or other specific purposes and are not available for general operating activities. Restricted cash is included in the reconciliation of cash, cash equivalents, and restricted cash in the statement of cash flows, in accordance with ASC 230.

Inventory and Inventory Deposits

Finished goods inventory primarily consists of backpacks, jackets, and related accessories, safes, and packaged beer available for sale. Raw materials primarily consists of component parts used in the assembly of safes and packaging materials. Apart from safes, the Company’s finished goods are manufactured or otherwise produced by outside parties to the Company’s specifications. Inventory is carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. From time-to-time, the Company makes deposit payments on certain inventory purchases that are presented separately in the accompanying consolidated financial statements as inventory deposits until the goods are received into inventory.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the asset, which ranges from five to fifteen years for equipment. Depreciation for the building acquired during the three months ended September 30, 2025 was not material.

Revenue Recognition and Accounts Receivable

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Additionally, the Company offers extended warranties for the locking mechanism of its safes, which are separately purchased by customers. Warranty income is recognized over time based on the estimated useful life of the locks, which approximates 10 years. Unrecognized warranty income is presented as deferred revenue in the accompanying consolidated financial statements. Warranty income recognized was not significant for the three and nine months ended September 30, 2025 and 2024.

The carrying amount of accounts receivable is reduced by an allowance for bad debts and expected credit losses, as necessary, that reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and, as applicable, reasonable supportable forecasts. Actual results could vary from the estimate. Accounts are charged against the allowance when management deems them to be uncollectible. The allowance for doubtful accounts was approximately $233,000 and $315,000 at September 30, 2025 and December 31, 2024, respectively. Net accounts receivable was $721,207, $1,170,944 and $2,674,540 at September 30, 2025, December 31, 2024, and January 1, 2024, respectively.

The following table sets forth the approximate percentage of revenue by primary category:

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025 and December 31, 2024, respectively. The respective carrying value of certain financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

The three levels of inputs used to measure fair value are as follows:

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Stock-Based Compensation

The Company records stock-based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expense related to the grant date fair value of its employee stock awards. The Company recognizes the cost of employee share-based awards over the requisite service period, which represents the vesting period of the award. Stock-based compensation primarily relates to the Company’s Series A Preferred Stock awards.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with ASC 718-10 and the conclusions reached ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ASC 505-50.

Earnings Per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year and the effect of pre-funded warrants issued. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Because the Company incurred net losses for each of the years presented, the effect of dilutive securities, excluding pre-funded warrants, have been excluded as the effect on EPS is antidilutive.

Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive.

In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be antidilutive.

Income Taxes

The Company follows ASC Topic 740 for recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. For the three and nine months ended September 30, 2025 and 2024, respectively, no income tax expense has been recorded given significant losses incurred and resulting valuation allowance on such losses.

Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of September 30, 2025 and December 31, 2024, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months and maintains sufficient net operating loss carryforwards in the event uncertain tax positions are identified. As necessary, the Company classifies tax-related penalties and net interest as income tax expense.

Leases

ASC 842 requires lessees to recognize substantially all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

Operating leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s condensed consolidated balance sheets. The Company hadno financing leases as of and for the three and nine months ended September 30, 2025 and 2024.

Rental income is recognized on a straight-line basis over the lease term. Rental income totaled $33,829 for three and nine months ended September 30, 2025, and is presented within revenue in the accompanying consolidated statements of operations.

Recent Accounting Pronouncements

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We are currently evaluating the potential impact of this guidance on our consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Concentration Risk

The Company did not have any vendor or customer concentrations as of September 30, 2025 or December 31, 2024.

NOTE 3 –GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, 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 for the three and nine months ended September 30, 2025 of ($5,230,027) and ($28,427,026), respectively. The Company’s accumulated deficit was ($93,513,226) as of September 30, 2025 and ($65,086,200) as of December 31, 2024. The Company’s working capital deficit was $(17,650,023) as of September 30, 2025, compared to a working capital deficit of $(8,940,228) as of December 31, 2024.

The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability.

Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. As indicated in the footnotes to the consolidated financial statements, most of the current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for the Company to enter into new debt agreements. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 4 –PREPAID EXPENSE

Prepaid expenses include the following:

Prepaid expenses represent payments or stock issuances made by the Company for which the related benefits will be recognized in future periods. These amounts are expensed over the periods in which the benefits are expected to be realized. Prepaid expenses are classified as current assets on the condensed consolidated balance sheets.

NOTE 5 –INVENTORY

Inventory and deposits include the following:

The Company accounts for excess and obsolete inventory with a reserve that is established based on management’s estimates of the net realizable value of the related products. These reserves are product specific and are based upon analyses of product lines that are slow moving or expected to become obsolete due to significant product enhancements.

When inventory is physically disposed of, the Company accounts for the write-offs by making a debit to the reserve and a credit to inventory for the standard cost of the inventory item. The valuation reserve is applied as an estimate to specific product lines. Since the inventory item retains its standard cost until it is either sold or written off, the reserve estimates will differ from the actual write-off. There wereno material write-offs or inventory reserves during the three and nine months ended September 30, 2025 and 2024.

Included in finished goods is approximately $353,000 and $162,000 in finished products related to our American Rebel branded beer lager as of September 30, 2025 and December 31, 2024, respectively. This inventory is immediately available to the consumer and for distribution.

NOTE 6 –PROPERTY AND EQUIPMENT

Property and equipment include the following:

For the three and nine months ended September 30, 2025 and 2024, the Company recognized $24,538 and $17,317, and $72,413 and $72,313 in depreciation expense, respectively.

NOTE 7 – INVESTMENTS

218 LLC

On September 15, 2025, the Company entered into an agreement for the acquisition of 100% of the membership interests of 218 LLC, a limited liability company whose sole asset is a 20,829 square foot, four-story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee (the “Property”). The total purchase price for the acquisition was $14,100,000, payable in a combination of Series D Convertible Preferred Stock, cash, and a promissory note. The Property is presented within Property and Equipment, net in the accompanying consolidated balance sheets. Rental income earned from the Property was not material for the three months ended September 30, 2025.

Pursuant to the Membership Interest Purchase Agreement, the Company issued 280,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share ($2,100,000 in aggregate), to acquire 30% of the membership interests in 218 LLC. The Company also agreed to pay the Seller $300,000 in three non-refundable $100,000 installments, each payment acquiring an additional 1% of the membership interests. The remaining $11,700,000 of the purchase price was funded through a 12-month promissory note bearing interest at 6% per annum. The Seller may, from time to time, convert portions of principal and interest under the note into Series D Convertible Preferred Stock, which may subsequently be converted into common stock and applied toward the note balance, subject to a 4.99% beneficial ownership limitation. Any conversion of the promissory note balance would result in additional membership interests in 218 LLC being issued to the Company.

The Company also agreed to issue an additional 18,800 shares of Series D Convertible Preferred Stock, valued at $141,000, as a convenience fee. The acquisition was accounted for as an asset acquisition.

Minority Investment in RAEK Data, LLC

On September 30, 2025, the Company entered into a Membership Interest Purchase Agreement with RAEK Data, LLC (“RAEK”) to acquire a 3% minority membership interest in RAEK. As consideration, the Company issued 200,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share, for an aggregate transaction value of $1,500,000. The investment was accounted for as an equity method acquisition, with the acquired interest recorded at fair value as of the acquisition date. The investment provides the Company with additional exposure to data and analytics capabilities supporting its brand and marketing strategy.

Minority Investment in Schmitty’s Herbal Snuff and Pouches

On September 2, 2025, the Company entered into a Membership Interest Purchase Agreement with Sydona Enterprises, LLC, doing business as Schmitty’s Herbal Snuff and Pouches (“Schmitty’s”), to acquire a 19.01% ownership interest. The consideration for the investment consisted of 21,308 shares of common stock and a prefunded warrant to purchase 59,160 shares of common stock at an exercise price of $0.01 per share, valued in total at approximately $1,990,000. This strategic investment provides the Company with a platform to participate in the growing smokeless market and expand its portfolio under the “America’s Patriotic Brand” umbrella.

Damon Note Purchase Agreement

On August 22, 2025, the Company entered into a note purchase agreement (the “NPA”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), for the purchase by the Company of a portion of a certain $6,470,000 secured promissory note dated June 26, 2024 (the “Damon Note”) in Damon, Inc., a British Columbia corporation (“Damon”) held by Streeterville. Damon is a public company, registered as a foreign private issuer with the SEC, with its common shares traded on the OTCID Basic Market under the symbol “DMNIF”.

Upon the terms and conditions set forth in the NPA, Streeterville sold, transferred and assigned to the Company, and the Company agreed to purchase from Streeterville, $2,000,000 of the Damon Note in consideration for the issuance to Streeterville of 2,000 shares of the Company’s newly authorized Series E Preferred Stock, par value $0.001 per share. In the event the Company’s common stock is ever delisted from Nasdaq, Streeterville will have the right to repurchase the portion of the purchased Damon Note from the Company in exchange for cancellation of the shares of Series E Preferred Stock.

The Damon Note is secured by certain collateral of Damon as set forth in the transaction documents between Streeterville and Damon. The Company and Streeterville agreed that the security interest held in the collateral by Streeterville will be held pari passu for benefit of both parties. Any and all rights, benefits and proceeds of the collateral will be shared pro rata by the Company and Streeterville (based on the then-outstanding balances of the Damon Note and the portion of the Damon Note purchased by the Company). Any decision regarding when, how and whether to pursue collections or other actions against Damon will be determined by Streeterville in consultation with the Company. The Company covenanted and agreed that it will not pursue any collections or other action against Damon without Streeterville’s consent.

NOTE 8 –ACCRUED EXPENSE AND OTHER

Accrued expense and other includes the following:

Accrued expenses represent obligations for goods and services received that have not yet been invoiced or paid as of the reporting date. These liabilities are recorded when incurred in accordance with the accrual basis of accounting and are classified as current liabilities on the condensed consolidated balance sheets.

NOTE 9 –RELATED PARTY NOTES PAYABLE AND RELATED PARTY TRANSACTIONS

Employment Agreements

Charles A. Ross, Jr. serves as the Company’s Chief Executive Officer. Compensation for Mr. Ross was $87,832 and $86,154 plus stock awards, respectively for the three months ended September 30, 2025 and 2024 and $263,497 and $162,500 plus stock awards, respectively for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, approximately $462,000 and $338,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

Doug E. Grau served as the Company’s President and Interim Principal Accounting Officer through June 30, 2025. Compensation for Mr. Grau was $33,450 and $70,000 plus stock awards, respectively for the three months ended September 30, 2025 and 2024 and $164,000 and $132,500 plus stock awards, respectively for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, approximately $0 and $203,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

Effective July 1, 2025, Darin Fielding began serving as the Company’s Interim Principal Accounting Officer. Compensation for Mr. Fielding was $44,423 and $70,000, respectively for the three months ended September 30, 2025 and 2024 and $188,090 and $132,500, respectively for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, approximately $164,000 and $0 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

Corey Lambrecht serves as the Company’s President and Chief Operating Officer. Compensation for Mr. Lambrecht was $71,364 and $130,000 plus stock awards, respectively for the three months ended September 30, 2025 and 2024 and $214,091 and $130,000 plus stock awards, respectively for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, approximately $431,000 and $316,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

There were no new stock awards granted and issued to Messrs. Ross, Grau, Fielding and Lambrecht during 2025 and 2024. Additionally, the aforementioned officers advanced the Company approximately $0 and $214,000 for the three and nine months ended September 30, 2025 and 2024, respectively, of which approximately $448,000 and $447,000 was outstanding as of September 30, 2025 and December 31, 2024, respectively. The advances are unsecured non-interest-bearing demand notes. These officers provided these loans as short-term funding.

Series A Convertible Preferred Stock

Per Mr. Lambrecht’s employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4th upon the signing of Mr. Lambrecht’s employment, another 1/4th on January 1, 2024, another 1/4th on January 1, 2025 and the remaining 1/4th on January 1, 2026. Mr. Lambrecht’s employment agreement has a term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. For the three months ended September 30, 2025 and 2024, the Company recognized $38,516 and $39,063 in compensation expense attributable to the share award grant and respective earn-out. For the nine months ended September 30, 2025 and 2024, the Company recognized $78,126 and $451,334 in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 another 6,250 shares of Series A preferred stock vested for Mr. Lambrecht, providing for a total of 41,667 shares of common stock that Mr. Lambrecht may convert his Series A preferred shares into.

Mr. Ross’s amended employment agreement had an effective date of November 20, 2023. The share-award grant will vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Ross’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. For the three months ended September 30, 2025 and 2024, the Company recognized $62,063 and $454,167 in compensation expense attributable to the share award grant and respective earn-out. For the nine months ended September 30, 2025 and 2024, the Company recognized $187,063 and $187,500 in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 an additional 10,000 shares of Series A preferred stock vested for Mr. Ross, providing for a total of 44,444 shares of common stock that Mr. Ross may convert his Series A preferred shares into at any time.

Mr. Grau’s amended employment agreement had an effective date of November 20, 2023, with a termination date of July 1, 2025. The share-award grant will vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Grau’s amended employment agreement has an effective term running from November 20, 2023 through June 30, 2025. For the three months ended September 30, 2025 and 2024, the Company recognized $62,500 and $62,500 in compensation expense attributable to the share award grant and respective earn-out. For the nine months ended September 30, 2025 and 2024, the Company recognized $187,500 and $187,500 in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 an additional 10,000 shares of Series A preferred stock vested for Mr. Grau, providing for a total of 44,444 shares of common stock that Mr. Grau may convert his Series A preferred shares into at any time. The Company is currently in the process of finalizing compensation arrangements for Mr. Grau.

On August 1, 2025, Corey Lambrecht converted 350 shares of Series A preferred stock into 175,000 shares of common stock. Additionally, on August 1, 2025, Charles A. Ross, Jr. converted 350 shares of Series A preferred stock into 175,000 shares of common stock. Further, on September 25, 2025, Corey Lambrecht converted an additional 350 shares of Series A preferred stock into 175,000 shares of common stock. In addition, on September 25, 2025, Charles A. Ross, Jr. converted an additional 350 shares of Series A preferred stock into 175,000 shares of common stock.

Stock-Based Compensation

The Company, in connection with various employment and independent directors’ agreements, is required to issue shares of its common stock as payment for services performed or to be performed. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to employees and other related parties or control persons and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for services performed to have been satisfied by the initial grant, thereby incurring the cost immediately from the grant.

Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price that investors may have been paying for the Company’s common stock on that date in its various exempt private placement offerings. Stock-based compensation expense totaled $163,078 and $(1,985,936) for the three months ended September 30, 2025 and 2024, respectively, and primarily relates to the aforementioned Series A preferred stock awards. Stock-based compensation expense totaled $491,203 and $492,189 for the nine months ended September 30, 2025 and 2024, respectively, and primarily relates to the aforementioned Series A preferred stock awards.

Taxable value of the stock-based compensation is recorded in accordance with the Internal Revenue Service’s regulations as it pertains to employees, control persons and others whereby they receive share-based payments. This may not always align with what the Company records these issuances in accordance with GAAP. There are no provisional tax agreements or gross-up provisions with respect to any of our share-based payments to these entities. The payment or withholding of taxes is strictly left to the recipient of the share-based payments, or the modification of share-based payments.

Director’s Note

On June 28, 2024, the Company entered into a short-term loan with a director, Lawrence Sinks (“Mr. Sinks”), evidenced by a promissory note in the principal amount of $400,000 (the “Director’s Note”). Proceeds from the Director’s Note were utilized solely by the Company’s wholly-owned subsidiary, American Rebel Beverages, LLC. The Director’s Note was due on September 30, 2024, with a repayment amount of $520,000. As of September 30, 2025, the note had not been repaid and remained outstanding, of which $400,000 is presented in the accompanying consolidated balance sheet within Loan – Director – related party, and the remaining $120,000 within accrued interest in the accompanying consolidated balance sheet.

NOTE 10 –LINE OF CREDIT – FINANCIAL INSTITUTION

During February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America (“LOC”). The LOC accrues interest at a rate determined by the Bloomberg Short-Term Bank Yield Index (“BSBY”) Daily Floating Rate plus 2.05 percentage points and is secured by all the assets of the Champion Entities. The LOC originally expired February 28, 2024, and was extended to April 30, 2024. The following table shows outstanding amounts due under the LOC:

The balance at the maturity was approximately $1.9 million and access to the line of credit with Bank of America was terminated.

On May 30, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”). Subject to the terms of the Forbearance Agreement, Bank of America has agreed to forbear, during the Forbearance Period (as defined below), from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Company’s failure to make payment on the outstanding principal amount on the Line of Credit. As a result of the uncured default, Bank of America filed a complaint against the Company on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,743, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank of America, and any other relief that the Court deemed just and proper (collectively, the “Litigation”). Subject to the terms of the Forbearance Agreement, Bank of America will abstain from pursuing its claims against the Company in the Litigation through the Forbearance Period (defined below), provided that the Company breach any terms of the Forbearance Agreement. Further, the Company executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement. Bank of America agrees to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on June 30, 2025 (the “Forbearance Period”) on the following terms and conditions:

On June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. The Note carries an original issue discount of $450,000 and the Company agreed to pay $20,000 to Streeterville to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs, each of which were deducted from the proceeds of the Note received by the Company. On the Closing Date, Streeterville paid $375,000 to the Company and $4,625,000 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On September 10, 2025, the Company entered into a global amendment to the Purchase Agreement and Note, in order to release $2,000,000 of the funds held in the DACA, which was utilized to repay the Bank of America loan. Under the terms of the Amendment, Streeterville agreed to release the $2,000,000 of the DACA held funds for the express purposes of repaying the Bank of American loan. The Company agreed to pay Streeterville a funds release fee of $1,000,000, which was added to the Note increasing the current balance due to $6,580,486. Payoff on the Bank of America loan was $1,860,955 and the remaining $139,045 was released to the Company.

NOTE 11 –NOTES PAYABLE – WORKING CAPITAL

The Company has several working capital loan agreements in place, which are described in detail below.

Accrued interest was approximately $0.1 million and $1.3 million as of September 30, 2025 and December 31, 2024.

For the three and nine months ended September 30, 2025, the Company recognized a net loss on debt extinguishment totaling $466,811 and $12,784,596, respectively, for various working capital loan arrangements. Because the loss on debt extinguishment represents a non-recurring measurement based on the fair value of financial instruments exchanged by the Company in settling such obligations, the following summarizes the approximate fair value of instruments issued by the Company as of the settlement dates:

Level 2 fair value measurements in the table above were primarily measured through the Company’s publicly traded common stock price, which is an observable input in determining fair value.

NOTE 12 –INTANGIBLE ASSETS

As of September 30, 2025 and December 31, 2024, the Company had intangible assets, representing a trade name subject to amortization over a 10-year life, of $412,500 and $450,000, respectively, directly related to the 2022 acquisition of the Champion Entities. Annual amortization expense related to trade name approximates $50,000.

The Company will review its trade name intangible asset for impairment periodically (based on indicators of impairment) and determine whether impairment is to be recognized within its consolidated statement of operations. No impairment charge was recognized during the three and nine months ended September 30, 2025 and 2024.

NOTE 13 –SHARE CAPITAL

The Company is authorized to issue 600,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The 10,000,000 shares of $0.001 par value preferred stock were comprised of 150,000 shares authorized and 123,412 shares issued and outstanding of its Series A convertible preferred stock at September 30, 2025 and December 31, 2024,350,000 shares authorized and 75,000 shares issued and outstanding of its Series B convertible preferred stock at September 30, 2025 and December 31, 2024,3,100,000 shares authorized and 0 shares issued and outstanding of its Series C convertible preferred stock at September 30, 2025 and December 31, 2024,3,000,000 shares authorized and 916,418 and 198,444 shares issued and outstanding of its Series D convertible preferred stock at September 30, 2025 and December 31, 2024, respectively and 10,000 shares authorized and 2,000 and 0 issued and outstanding of its Series E preferred stock at September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, there were 528,937 and 3,826 shares of common stock issued and outstanding, respectively.

The share numbers and pricing information in this report have been adjusted to reflect the effects of the following reverse stock splits, which occurred during 2024 and 2025:

Silverback Conversions

During the nine months ended September 30, 2025, the Company issued 51,837 shares of common stock to Silverback Capital Corporation (“SCC”), representing total accounts payable settlements of $4.1 million, resulting in a loss on conversion of $2.6 million.

In April 2025, the Company completed a series of stock conversions with SCC pursuant to the terms of existing convertible instruments. During this period, Silverback converted a significant portion of its holdings into shares of the Company’s common stock. In August 2025, the Company and SCC mutually agreed to terminate the settlement agreement, which left outstanding approximately $790,000 in accounts payable. The Company paid $15,000 for SCC’s legal fees in conjunction with the termination.

Debt to Equity Conversions

The conversions occurred over multiple tranches throughout April 2025, during which the Company’s stock price experienced substantial volatility. The trading price of the Company’s common stock ranged from a low of approximately $1.42 to a high of $19.50 during the month. The Company recognized a significant loss on extinguishment of debt of $12.3 million due to the volatility of the Company’s common stock price.

Shares Issuances

On January 10, 2025, the Company entered into two six-month promissory notes with accredited investors in the principal amounts of $617,100 and $123,420. An original issue discount of $117,100 and $23,420 was applied on the issuance date and was paid through the issuance of 15,613 and 3,123 shares of the Company’s Series D Convertible Preferred Stock, resulting in net loan proceeds to the Company of $500,000 and $100,000.

On January 10, 2025, the Company authorized the issuance of 110 shares of common stock to a consultant pursuant to the terms of an amendment to a current consulting agreement.

On January 14, 2025, the Company authorized the issuance of 43,335 shares of Series D Convertible Preferred Stock to seven service providers to the Company and its subsidiaries.

On February 10, 2025, the Company authorized the issuance of 884 shares of common stock to an accredited investor upon the conversion of 88,334 shares of Series D Convertible Preferred Stock.

On February 10, 2025, the Company authorized the issuance of 124 shares of common stock, valued at $75,000, to a lender for a fee related to a financing agreement.

On February 27, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a second closing notice for the exchange of $55,000 of assigned note portion for 259 shares of the Company’s common stock.

On March 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 third closing notice for the exchange of $52,712 of assigned note portion for 282 shares of the Company’s common stock.

On March 5, 2025, the Company authorized the issuance of 400 shares of common stock to an accredited investor upon the conversion of $64,950 due under a promissory note dated September 4, 2024.On March 5, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fourth closing notice for the exchange of $55,000 of assigned note portion for 8417 shares of the Company’s common stock.

On March 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 fifth closing notice for the exchange of $50,000 of assigned note portion for 437 shares of the Company’s common stock.

On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a sixth closing notice for the exchange of $50,000 of assigned note portion for 437 shares of the Company’s common stock.

On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventh closing notice for the exchange of $50,000 of assigned note portion for 437 shares of the Company’s common stock.

On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company an eighth closing notice for the exchange of $50,000 of assigned note portion for 437 shares of the Company’s common stock.

On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a nineth closing notice for the exchange of $65,000 of assigned note portion for 567 shares of the Company’s common stock.

On March 13, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a tenth closing notice for the exchange of $50,000 of assigned note portion for 615 shares of the Company’s common stock.

On March 17, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company an eleventh closing notice for the exchange of $50,000 of assigned note portion for 615 shares of the Company’s common stock.

On March 18, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twelfth closing notice for the exchange of $50,000 of assigned note portion for 661 shares of the Company’s common stock.

On March 19, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a thirteenth closing notice for the exchange of $50,000 of assigned note portion for 661 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a fourteenth closing notice for the exchange of $50,000 of assigned note portion for 777 shares of the Company’s common stock.

On March 24, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifteenth closing notice for the exchange of $35,000 of assigned note portion for 844 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a sixteenth closing notice for the exchange of $35,000 of assigned note portion for 844 shares of the Company’s common stock.

On March 26, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventeenth closing notice for the exchange of $35,000 of assigned note portion for 934 shares of the Company’s common stock. On the same day, the Purchaser sent the Company an eighteenth closing notice for the exchange of $35,000 of assigned note portion for 934 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a nineteenth closing notice for the exchange of $35,000 of assigned note portion for 934 shares of the Company’s common stock.

On March 28, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twentieth closing notice for the exchange of $35,000 of assigned note portion for 1,167 shares of the Company’s common stock.

On March 31, 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-first closing notice for the exchange of $25,000 of assigned note portion for 29,070 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a twenty-second closing notice for the exchange of $20,000 of assigned note portion for 1,163 shares of the Company’s common stock.

On April 2, 2025, SCC requested the issuance of 1,700 shares of Common Stock to SCC, representing a payment of approximately $28,050.

On April 2, 2025, SCC requested the issuance of 1,750 shares of Common Stock to SCC, representing a payment of approximately $28,875.

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 (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 140 shares of Common Stock as a settlement fee.

On April 3, 2025, SCC requested the issuance of 1,800 shares of Common Stock to SCC, representing a payment of approximately $29,700.

On April 4, 2025, SCC requested the issuance of 1,598 shares of Common Stock to SCC, representing a payment of approximately $26,364.

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 4,394 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 5,039 shares of the Company’s common stock.

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.

On April 4, 2025, the Company entered into definitive agreements for the purchase and sale of an aggregate of 36,232 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 36,232 shares of common stock and short-term series B warrants to purchase up to 108,696 shares of common stock at a purchase price of $69 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 for a total of $2.5 million. The series A warrants and the short-term series B warrants will have an exercise price of $59 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.

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 3,637 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 2,545 shares of the Company’s common stock.

On April 8, 2025, Coventry Enterprises converted a portion of their debt into 1,000 shares of common stock.

On April 9, 2025, Coventry Enterprises converted a portion of their debt into 1,350 shares of common stock.

On April 9, 2025, Coventry Enterprises converted a portion of their debt into 2,455 shares of common stock.

On April 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 2,455 shares of common stock.

On April 10, 2025, Coventry Enterprises converted a portion of their debt into 3,050 shares of common stock.

On April 10, 2025, Coventry Enterprises converted a portion of their debt into 1,000 shares of common stock.

On April 10, 2025, Coventry Enterprises converted a portion of their debt into 1,250 shares of common stock.

On April 10, 2025, the Company authorized the issuance of 2,503 shares of common stock to an accredited investor upon the conversion of 10,010 shares of Series D Convertible Preferred Stock.

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 $66,023 of assigned note portion for 1,578 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 $26,192 of assigned note portion for 626 shares of the Company’s common stock. This last closing notice repaid all the note balances currently due.

On April 11, 2025, Coventry Enterprises converted a portion of their debt into 4,800 shares of common stock.

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.

On April 14, 2025, the Company authorized the issuance of 4,122 shares of common stock, valued at $11.60 per share, to a financier pursuant to the terms of a settlement and conversion agreement.

On April 14, 2025, the Company authorized the issuance of 3,630 shares of common stock, valued at $11.60 per share, to a lender pursuant to the terms of a settlement and conversion agreement.

On April 14, 2025, Coventry Enterprises converted a portion of their debt into 4,750 shares of common stock.

On April 15, 2025, SCC requested the issuance of 1,260 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $105,651, plus 140 shares of Common Stock as a settlement fee (a total of 1,400 shares of Common Stock).

On April 16, 2025, SCC requested the issuance of 4,650 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $406,015.

On April 23, 2025, SCC requested the issuance of 4,750 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $277,400.

On April 24, 2025, SCC requested the issuance of 10,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $584,000.

On April 24, 2025, SCC requested the second issuance of 10,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a second payment of approximately $584,000.

On April 25, 2025, SCC requested the issuance of 11,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $642,400.

On April 28, 2025, SCC requested the issuance of 12,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $700,800.

On May 6, 2025, SCC requested the issuance of 12,250 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $715,400.

On May 6, 2025, 1800 Diagonal Lending converted a portion of their debt into 1,934 shares of common stock.

On May 30, 2025, a lender, pursuant to an OID Note dated November 11, 2024, converted $131,910 of the OID Note into 5,000 shares of the Company’s common stock. Further, on June 3, 3025, the lender converted the remaining $214,487 balance of the OID Note, including interest, into 9,247 shares of the Company’s common stock.

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 590 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 8,000 shares of the Company’s common stock.

On July 12, 2025, a holder of 60,000 shares of Series D Preferred Stock converted such shares into 15,000 shares of common stock at a conversion price per share of $1.50.

Effective August 1, 2025, the Company entered into a 5-month strategic advisory agreement, pursuant to which the Company issued the advisor 4,000 shares of Series D Convertible Preferred Stock valued at $30,000.

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.

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 350 shares of Series A Convertible Preferred Stock.

On August 11, 2025,20,000 shares of Series D preferred stock were converted into 5,000 shares of common stock.

On August 13, 2025, 1800 Diagonal Lending converted a portion of their debt into 2,260 shares of common stock.

On August 14, 2025, 1800 Diagonal Lending converted a portion of their debt into 1,978 shares of common stock.

On August 15, 2025, the Company entered into an Exchange and Settlement Agreement with Agile Capital Funding, LLC, exchanging all amounts due under a loan agreement for 20,725 shares of common stock and a three-year pre-funded warrant to purchase 34,984 shares of common stock.

On August 18, 2025, 1800 Diagonal Lending converted a portion of their debt into 2,029 shares of common stock.

On August 19, 2025, the Company issued 21,308 shares of common stock and a pre-funded warrant for the purchase of 59,160 shares of common stock to Schmitty’s.

On August 19, 2025, 1800 Diagonal Lending converted a portion of their debt into 1,440 shares of common stock.

On August 21, 2025, 1800 Diagonal Lending converted a portion of their debt into 1,483 shares of common stock.

On August 22, 2025, the Company issued 2,000 shares of Series E Preferred Stock in exchange for a portion of the purchased Damon Note.

On August 25, 2025, the Company issued 1,626 shares of common stock and a pre-funded warrant for the purchase of 62,693 shares of common stock to the Seller as part of the acquisition of 218 3rd Avenue. This transaction was terminated in September 2025 and the shares of common stock are in process of being returned for cancellation and the pre-funded warrant was cancelled.

On August 26, 2025, the Company entered into a Securities Exchange Agreement with Agile Capital Funding, LLC, exchanging all amounts due under a loan agreement for 20,725 shares of common stock and a three-year pre-funded warrant to purchase 34,984 shares of common stock.

On September 5, 2025, 1800 Diagonal Lending converted a portion of their debt into 2,825 shares of common stock.

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 for cash consideration of $300,000.

On September 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 5,219 shares of common stock.

On September 10, 2025, 1800 Diagonal Lending converted a portion of their debt into 3,755 shares of common stock.

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 218 LLC.

On September 16, 2025, the Company issued 12,000 shares of Series D Convertible Preferred Stock to Carter, Terry & Company Inc. for partial payment of commissions owed on a recent financing.

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 350 shares of Series A Convertible Preferred Stock.

On September 25, 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 350 shares of Series A Convertible Preferred Stock.

On September 30, 2025, the Company issued 200,000 shares of Series D Convertible Preferred Stock to RAEK for the purchase of 3% of the membership interests in RAEK and 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued legal fees.

LTIP Shares

On April 9, 2025, the Company registered an aggregate of 25,383 shares of common stock pursuant to the 2021 Long-Term Incentive Plan and the 2025 Stock Incentive Plan. No shares have been issued under the 2025 Stock Incentive Plan through September 30, 2025.

New Preferred Stock Series and Designations and Reg. A+ Offering

On May 10, 2024, the Company’s board of directors approved the designation of a new Series D Convertible Preferred Stock (the “Series D Designation”). The Series D Designation was filed by the Company with the Secretary of State of Nevada on May 10, 2024, and designated 2,500,000 shares of Series D Preferred Stock, $0.001 par value per share. The Series D Preferred Stock has the following rights:

Stated Value. Each share of Series D Preferred Stock has an initial stated value of $7.50.

Conversion at Option of Holder. Each share of Series D Preferred Stock shall be convertible into shares of Common Stock at a fixed ratio of 1:5 (1 share of Series D Preferred Stock converts into 5 shares of Common Stock), at the option of the holder thereof, at any time following the issuance date of such share of Series D Preferred Stock at the Company’s office or any transfer agent for such stock. The conversion ratio shall not be adjusted for stock splits, stock dividends, recapitalizations or similar events.

Forced Conversion – If the closing price of the Company’s Common Stock during any ten consecutive trading day period has been at or above $2.25 per share (as adjusted for stock splits, stock dividends recapitalizations and similar events), then the Company shall have the right to require the holder of the Series D Preferred Stock to convert all, or any portion of, the shares of Series D Preferred Stock held by such holder for shares of Common Stock. If the Company elects to cause a forced conversion of the shares of Series D Preferred Stock, then it must simultaneously take the same action with respect to all of the other shares of Series D Preferred Stock then outstanding on a pro rata basis.

Voting Rights. The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of the Company’s stockholders (other than as required by law). The Company may not amend its articles of incorporation or the Series D Designation (whether by merger, consolidation, or otherwise) to materially and adversely change the rights, preferences or voting power of the Series D Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the Company’s outstanding shares of Series D Preferred Stock, voting together as a class.

Conversion of Revenue Interest Loan for Preferred Stock Series D and Potential Issuance of Common Stock Equivalents from the Conversion of Series D

On May 13, 2024 the Company and the holder of one of the Revenue Interest Loans entered into a settlement and conversion agreement (“Securities Exchange Agreement”), whereby the Company issued 133,334 shares of Series D convertible preferred stock as full satisfaction for the revenue participation interest agreement or loan. The Series D convertible preferred stock was purchased at $7.50 per share. Total loan balance and premium payment for inducement for this Revenue Interest Loan on the date of settlement and conversion was $1,000,005. The Series D convertible preferred stock is convertible at the option of the holder into common stock of the Company at a fixed price per share of $1.50 per share.

The Securities Exchange Agreement is intended to be effected as an exchange of securities issued by the Company pursuant to Section 3(a)(9) of the Securities Act. For the purposes of Rule 144, the Company acknowledges that the holding period of the Securities Exchange Agreement (and upon conversion thereof, if any, into shares of the Company’s common stock) may be tacked onto the holding period of the Series D Preferred Stock received by the holder. The Company agrees not to take a position contrary to this unless required by regulatory authorities and their determination to the contrary.

On July 10, 2024, the Company entered into a separately negotiated Conversion Agreement (the “Conversion Agreement”) with the Series D convertible preferred stock holder, pursuant to which the holder agreed to convert the 133,334 shares of Series D convertible preferred stock it held into 111,608 shares of common stock, par value $0.001 per share, of the Company. The shares of common stock underlying the Series D convertible preferred stock was reduced and repriced from $30 per share to $8.96 per share (which this price represents the closing price for the Company’s common stock on NASDAQ for the day immediately preceding the date of the Conversion Agreement).

Refer to Note 8 – Notes Payable – Working Capital, for additional information regarding the settlement of debt liabilities through the issuances of Series D Preferred Stock, common stock, pre-funded warrants and convertible notes during the nine months ended September 30, 2025.

NOTE 14 –LEASES AND LEASED PREMISES

Rental Payments under Non-cancellable Operating Leases and Equipment Leases

The Company, through its purchase of Champion, acquired several long-term leases for two manufacturing facilities, three office spaces, five distribution centers, and five retail spaces. Four of its distribution centers also have retail operations for which it leases its facilities. Lease terms on the various spaces’ range from a month-to-month lease (30 days) to a long-term lease expiring in September of 2028.

Rent expense for operating leases totaled approximately $40,000 and $104,000 for the three months ended September 30, 2025 and 2024, respectively. Rent expense for operating leases totaled approximately $145,000 and $336,000 for the nine months ended September 30, 2025 and 2024, respectively. These amounts are included in our consolidated statement of operations in Rental expense, warehousing, outlet expense and Administrative and other. Rental expense, warehousing, outlet expense is specific to warehousing and final manufacturing of our products.

The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates.

Right of Use Assets and Lease Liabilities

Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term.

The Company’s operating leases are comprised primarily of facility leases. and as such we have no finance leases for our vehicles or equipment currently at this time.

Balance sheet information related to our leases is presented below:

As of September 30, 2025, weighted-average remaining lease term and discount rate were as follows:

The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows:

NOTE 15 –COMMITMENTS AND CONTINGENCIES

Legal Proceedings

During the nine months ended September 30, 2025 and 2024, various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters is not expected to have a material effect on the Company’s consolidated financial statements.

Liberty Safe and Security Products, Inc.

On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products. As of the date of this Report, the complaint has not been served on the Company or Champion Safe. In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty. Management believes that this lawsuit is without merit; however has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming. At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.

Bank of America

On May 30, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”). Subject to the terms of the Forbearance Agreement, Bank of America has agreed to forbear, during the Forbearance Period (as defined below), from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Company’s failure to make payment on the outstanding principal amount on the Line of Credit. As a result of the uncured default, Bank of America filed a complaint against the Company on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,743, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank of America , and any other relief that the Court deemed just and proper (collectively, the “Litigation”). Subject to the terms of the Forbearance Agreement, Bank of America will abstain from pursuing its claims against the Company in the Litigation through the Forbearance Period (defined below), provided that the Company breach any terms of the Forbearance Agreement. Further, the Company executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement. Bank of America agrees to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on June 30, 2025 (the “Forbearance Period”) on the following terms and conditions:

On June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. The Note carries an original issue discount of $450,000 and the Company agreed to pay $20,000 to Streeterville to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs, each of which were deducted from the proceeds of the Note received by the Company. On the Closing Date, Streeterville paid $375,000 to the Company and $4,625,000 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On September 10, 2025, the Company entered into a global amendment to the Purchase Agreement and Note, in order to release $2,000,000 of the funds held in the DACA, which was utilized to repay the Bank of America loan. Under the terms of the Amendment, Streeterville agreed to release the $2,000,000 of the DACA held funds for the express purposes of repaying the Bank of America loan. The Company agreed to pay Streeterville a funds release fee of $1,000,000, which was added to the Note increasing the current balance due to $6,580,486. Payoff on the Bank of America loan was $1,860,955 and the remaining $139,045 was released to the Company. The Bank of America loan is fully resolved, with no outstanding obligations remaining.

Contractual Obligations

The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the condensed consolidated financial statements. As of September 30, 2025 and December 31, 2024 there were no outstanding letters of credit issued during the normal course of business.

Nasdaq Compliance

As previously disclosed, on February 19, 2025, the Company received a letter (the “Notification Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company as of September 30, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2025, was below the minimum requirement of $2,500,000 (the “Stockholders’ Equity Requirement”).

Pursuant to Nasdaq’s Listing Rules, the Company had 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company submitted a Compliance Plan within the required time and amended it subsequently to provide additional information to Nasdaq.

On June 11, 2025, the Company received a letter from Nasdaq accepting the Compliance Plan and granting an extension through August 18, 2025 to evidence compliance with the Rule.

On August 20, 2025, the Company received a subsequent notice from Nasdaq citing continued non-compliance with the Rule due to insufficient stockholders’ equity. The Company requested a hearing before the Nasdaq Hearings Panel, which was held on September 30, 2025. On October 20, 2025, the Panel granted a conditional extension to continue the Company’s Nasdaq listing, requiring the Company to demonstrate compliance with the Stockholders’ Equity Requirement by November 15, 2025.

In the event the Company fails to evidence compliance within the extension period, the Company will have the right to a hearing before Nasdaq’s Hearing Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.

Executive Employment Agreements and Independent Contractor Agreements

The Company has written employment agreements with various other executive officers. All payments made to its executive officers and significant outside service providers are analyzed and determined by the board of directors’ compensation committee; some payments made to independent contractors (or officer payments characterized as non-employee compensation) may be subject to backup withholding or general withholding of payroll taxes, may make the Company responsible for the withholding and remittance of those taxes. Generally outside service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis and Company policy.

NOTE 16 –SEGMENT REPORTING

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance.

The Company views its operations and manages its business asone operating segment engaged in patriotic goods comprised of safes, soft goods, and beer. The Company’s Chief Executive Officer, as the CODM, regularly reviews the entity-wide financial and operational performance as a single unit. No financial information is disaggregated into separate lines of business. The CODM makes resource allocation and business process decisions regarding the overall level of resources available and how to best deploy the resources.

The single segment’s principal measure of segment profit and loss is consolidated revenue, gross margin, and total operating expenses. The CODM considers actual and forecasted numbers when evaluating performance.

NOTE 17 –SUBSEQUENT EVENTS

The Company evaluated all events that occurred after the balance sheet date of September 30, 2025, through the date the financial statements were issued and determined that there were the following subsequent events:

Horberg Enterprises Securities Purchase Agreement

On October 1, 2025, the Company entered into a Securities Purchase Agreement with Horberg, pursuant to which Horberg purchased 100,000 shares of the Company’s Series D Convertible Preferred Stock for $750,000. Pursuant to the use of proceeds contained in the SPA, the Company repaid the $500,000 OID Note held by Horberg dated July 31, 2025, with the remaining $250,000 to be utilized for general working capital. Horberg agreed to limit the amount of common stock received upon conversion of the Series D Convertible Preferred Stock to less than 4.99% of the total outstanding common stock.

Sale/Issuance of Equity Securities

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.

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.

On October 3, 2025, five holders of shares of Series D Convertible Preferred Stock converted such shares into 111,368 shares of common stock.

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 6, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 70,709 shares of common stock.

On October 6, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 42 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.

On October 7, 2025, three holders of shares of Series D Convertible Preferred Stock converted such shares into 76,675 shares of common stock.

On October 8, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 80,860 shares of common stock.

On October 8, 2025, Schmitty’s exercised 33,821 pre-funded warrants for the issuance of 33,821 shares of common stock.

On October 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 25,005 shares of common stock.

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.

On October 10, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 140,220 shares of common stock.

On October 13, 2025, 1800 Diagonal Lending converted a portion of their debt into 26,817 shares of common stock.

On October 13, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 54,150 shares of common stock.

On October 14, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 129,970 shares of common stock.

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.

On October 15, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 43,595 shares of common stock.

On October 16, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 8,000 shares of common stock.

On October 22, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 62,500 shares of common stock.

On October 24, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock.

On October 28, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 258,335 shares of common stock.

On November 4, 2025, a holder of 37,893 shares of Series D Convertible Preferred Stock converted such shares into 189,465 shares of common stock.

On November 6, 2025, SCC requested the issuance of 180,754 shares of Common Stock to SCC, representing a payment of approximately $180,754.

Reverse Stock Split

On October 3, 2025, the Company effectuated a 1-for-20 reverse stock split. 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. Previously filed amounts have been adjusted to retrospectively reflect the effect of the reverse stock split.

1800 Diagonal Note

On October 14, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $183,280 (the “Note”). An original issue discount of $25,280 and fees of $8,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $158,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in fifteen payments as follows:

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referenced below.

Only upon an occurrence of an event of default under the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.

Nasdaq Hearings Panel Decision

On October 20, 2025, the Company received a decision letter from the Nasdaq Hearings Panel granting the Company’s request to continue its listing on Nasdaq, subject to the condition that, on or before November 15, 2025, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”). This decision follows the Company’s hearing before the Panel on September 30, 2025, regarding its non-compliance with the Equity Rule.

Silverback Capital Agreement

On October 28, 2025, the Company entered into a third 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 $6,228,853.99 (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 $1.00. The Company agreed to issue SCC 75,000 shares of Common Stock as a settlement fee.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “may,” “could,” “should,” “anticipate,” “expect,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “believe,” “foresee,” “outlook,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include, but are not limited to, the following:

Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

This Quarterly Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Quarterly Report are made as of the date of this Quarterly Report and should be evaluated with consideration of any changes occurring after the date of this Quarterly Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as otherwise indicated by the context, references in this report to “Company,” “American Rebel Holdings,” “American Rebel,” “we,” “us” and “our” are references to American Rebel Holdings, Inc. and its operating subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, ARH Sub, LLC, Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC and Champion Safe De Mexico, S.A. de C.V. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.