AMERICAN REBEL HOLDINGS INC

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

AREB$0.04-9.8%Stored close · as of Nov 10, 2026

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Contents

Item 1. Interim Condensed Consolidated Financial Statements (Unaudited)

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025	December 31, 2024
	(Unaudited)	(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$722,233	$287,546
Restricted cash	2,624,501	-
Accounts receivable, net	721,207	1,170,944
Prepaid expense	1,322,225	311,878
Deferred offering costs	90,000	-
Inventory	3,555,160	4,555,311
Total Current Assets	9,035,326	6,325,679
Property and Equipment, net	14,285,075	274,216
OTHER ASSETS:
Lease deposits and other	71,930	47,107
Investments	5,499,850	-
Right-of-use lease assets	2,438,653	2,909,213
Intangible assets, net	412,500	450,000
Total Other Assets	8,422,933	3,406,320
TOTAL ASSETS	$31,743,334	$10,006,215
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other payables	$3,330,297	$3,193,022
Accrued expense and other	2,030,879	2,086,080
Accrued interest	140,455	1,259,922
Deferred revenue	351,447	286,716
Loan – Officers – related party	448,340	447,716
Loans – Working capital, net	19,200,733	4,938,465
Loan – Director – related party	400,000	400,000
Line of credit	-	1,992,129
Right-of-use lease liability, current	783,197	661,857
Total Current Liabilities	26,685,348	15,265,907
Right-of-use lease liability, long-term	1,679,729	2,372,190
TOTAL LIABILITIES	28,365,077	17,638,097
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 1,117,018 and 301,256 issued and outstanding, at September 30, 2025 and December 31, 2024, respectively, comprised of Preferred Shares A, B, and D
Preferred - Series A	124	125
Preferred - Series B	75	75
Preferred - Series D	916	198
Preferred - Series E	2	-
Common Stock, $0.001 par value; 600,000,000 shares authorized; 528,937 and 3,826 issued and outstanding at September 30, 2025 and December 31, 2024, respectively	529	4
Additional paid in capital	96,889,837	57,453,916
Accumulated deficit	(93,513,226)	(65,086,200)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	3,378,257	(7,631,882)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$31,743,334	$10,006,215

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

(1)	The Company’s common stock outstanding as of December 31, 2024 has been retroactively restated for the various reverse stock splits as described in the footnotes.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
Revenue	$1,877,518	$2,337,786	$7,231,439	$9,637,016
Cost of goods sold	2,075,288	2,835,763	7,171,528	9,263,015
Gross margin	(197,770)	(497,977)	59,911	374,001
Expenses:
Consulting/payroll and other costs	739,334	478,371	2,452,064	1,475,450
Compensation expense – officers – related party	-	(425,000)	-	-
Compensation expense – officers – deferred comp – related party	164,063	(1,985,936)	492,189	492,189
Rental expense, warehousing, outlet expense	39,742	103,562	145,108	335,743
Product development costs	160,209	277,483	902,033	713,883
Marketing and brand development costs	739,976	624,509	2,406,274	1,189,219
Administrative and other	1,602,039	1,414,889	4,397,199	3,323,566
Depreciation and amortization expense	37,038	54,817	109,913	109,813
Total operating expenses	3,482,401	542,695	10,904,780	7,639,863
Operating income (loss)	(3,680,171)	(1,040,672)	(10,844,869)	(7,265,862)
Other Income (Expense)
Interest expense	(329,231)	(649,216)	(1,483,357)	(2,128,357)
Interest income	147	348	1,266	1,059
Gain/(loss) on sale of equipment	-	4,088	-	3,426
Other income	-	-	18,000	-
Loss on debt extinguishment	(1,213,772)	(62,505)	(13,531,557)	(312,505)
Loss on settlement of liability	(7,000)	-	(2,586,509)	-
Net income (loss) before income tax provision	(5,230,027)	(1,747,957)	(28,427,026)	(9,702,239)
Provision for income tax	-		-	-
Net income (loss)	$(5,230,027)	$(1,747,957)	$(28,427,026)	$(9,702,239)
Basic and diluted income (loss) per share	$(32.44)	$(3,032.24)	$(113.30)	$(6,664.86)
Weighted average common shares outstanding - basic and diluted	161,208	576	250,905	1,456

(1)	The Company’s common stock outstanding for the three and nine months ended September 30, 2024 has been retroactively restated for the various reverse stock splits as described in the footnotes.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)

	Common Stock	Common Stock Amount	Preferred Stock	Preferred Stock Amount	Additional Paid-in Capital	Accumulated Deficit	Total
For the Three Months Ended September 30, 2025
Balance - June 30, 2025	343,163	$343	289,378	$289	$85,154,676	$(88,283,199)	$(3,127,891)
Series A compensation expense	-	-	-	-	163,078	-	163,078
Conversion of Series A preferred stock to common stock	35,000	35	(1,400)	(1)	1,364	-	1,398
Exercise of warrants	6,107	6	-	-	132	-	138
Issuance of Series D preferred stock and common stock for liabilities settlement	-	-	104,947	105	589,895	-	590,000
Issuance of common stock and Series D preferred stock for consulting services	25,000	25	29,000	29	587,446	-	587,500
Conversion of notes payable to common stock	51,769	52	-	-	1,911,173	-	1,911,225
Conversion of Series D preferred stock to common stock	20,000	20	(10,000)	(10)	(10)	-	-
Common stock and warrants issued for minority interest investment	42,616	43	-	-	1,999,808	-	1,999,851
Series E preferred stock issued in connection with Damon Note	-	-	2,000	2	1,999,998	-	2,000,000
Series D preferred stock issued in exchange for investment	-	-	498,800	499	3,738,681	-	3,739,180
Issuance of Series D preferred stock	-	-	204,293	204	848,596	-	848,800
Offering costs	-	-	-	-	(105,000)	-	(105,000)
Effect of reverse stock split round lot shares	5,282	5	-	-	-	-	5
Net loss	-	-	-	-	-	(5,230,027)	(5,230,027)
Balance - September 30, 2025	528,937	$529	1,117,018	$1,117	$96,889,837	$(93,513,226)	$3,378,257
For the Nine Months Ended September 30, 2025
Balance - December 31, 2024	3,826	$4	398,256	$398	$57,453,916	$(65,086,200)	$(7,631,882)
Series A compensation expense	-	-	-	-	492,189	-	492,189
Conversion of Series A preferred stock to common stock	35,000	35	(1,400)	(1)	1,364	-	1,398
Exercise of warrants	6,107	6	-	-	132	-	138
Issuance of Series D preferred stock and common Stock for liabilities settlement	125,199	125	204,069	172	7,513,288	-	7,513,617
Issuance of common stock and Series D preferred stock for consulting services	25,000	25	29,000	29	587,446	-	587,500
Issuance of Common stock in private placement	23,433	24	-	-	2,499,976	-	2,500,000
Issuance of Common stock in connection with consulting and financing arrangement	234	-	-	-	2,205	-	2,205
Conversion of Series D Preferred Stock to Common Stock	20,883	21	(218,000)	(218)	197	-	-
Conversion of notes payable into Common Stock	240,179	240	-	-	20,237,292	-	20,237,532
Common stock and warrants issued for minority interest investment	42,616	43	-	-	1,999,808	-	1,999,851
Series E preferred stock issued in connection with Damon Note	-	-	2,000	2	1,999,998	-	2,000,000
Series D preferred stock issued for asset acquisition	-	-	498,800	499	3,738,681	-	3,739,180
Issuance of Series D preferred stock	-	-	204,293	204	848,596	-	848,800
Offering costs	-	-	-	-	(485,251)	-	(485,251)
Effect of reverse stock split round lot shares	6,461	6	-	-	-	-	6
Net loss	-	-	-	-	-	(28,427,026)	(28,427,026)
Balance - September 30, 2025	528,937	$529	1,117,018	$1,117	$96,889,837	$(93,513,226)	$3,378,257
For the Three Months Ended September 30, 2024
Balance - June 30, 2024	11,760	$12	333,334	$333	$53,976,065	$(55,436,118)	$(1,459,708)
Conversion of Series D preferred stock to common stock	4,464	4	(133,334)	(133)	622,233	-	622,104
Issuance of common stock	1,347	1	-	-	301,674	-	301,675
Series A compensation expense	-	-	-	-	(1,985,936)	-	(1,985,936)
Issuance of Common stock in connection with Amended Convertible Note Payable	446	1	-	-	100,000	-	100,001
Issuance of Common stock in connection with Amended VGR working capital loan - August 2024	335	-	-	-	75,000	-	75,000
Issuance of Common stock in connection with Amended VGR working capital loan - September 2024	446	1	-	-	100,000	-	100,001
Series D Convertible Preferred Stock issued in connection with two amended Revenue Interest Agreements	-	-	22,144	22	166,058	-	166,080
Net loss	-	-	-	-	-	(1,747,957)	(1,747,957)
Balance - September 30, 2024	18,799	19	222,144	222	53,355,094	(57,184,075)	(3,828,740)
For the Nine Months Ended September 30, 2024
Balance - December 31, 2023	11,760	$12	200,000	$200	$51,555,441	$(47,481,836)	$4,073,817
Conversion of Series D Preferred Stock to Common stock	4,464	4	(133,334)	(133)	622,233	-	622,104
Issuance of Common stock	1,347	1	-	-	301,674	-	301,675
Series A compensation expense	-	-	-	-	492,189	-	492,189
Issuance of Series D preferred stock through settlement and conversion of Revenue Interest Purchase note payable	-	-	133,334	133	(57,501)	-	(57,368)
Issuance of Common stock in connection with Amended Convertible Note Payable	446	1	-	-	100,000	-	100,001
Issuance of Common stock in connection with Amended VGR working capital loan - August 2024	335	-	-	-	75,000	-	75,000
Issuance of Common stock in connection with Amended VGR working capital loan - September 2024	446	1	-	-	100,000	-	100,001
Issuance of Series D preferred stock issued in connection with amended Revenue Interest Agreement	-	-	22,144	22	166,058	-	166,080
Net loss	-	-	-	-	-	(9,702,239)	(9,702,239)
Balance - September 30, 2024	18,799	$19	222,144	$222	$53,355,094	$(57,184,075)	$(3,828,740)

(1)	The Company’s changes in stockholders’ equity for the three and nine months ended September 30, 2024 has been retroactively restated for the various reverse stock splits as described in the footnotes.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For the Nine Months Ended
	September 30, 2025	September 30, 2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	(28,427,026)	(9,702,239)
Depreciation and amortization	109,913	109,813
Non-cash, in-kind interest net of settlement	849,379	-
(Gain) loss on disposition of property	-	(3,426)
Deferred compensation in connection with Series A preferred shares	492,189	492,189
Loss on debt extinguishment	13,531,557	312,505
Loss on settlement of liability	2,586,509	-
Adjustments to reconcile net loss to cash (used in) operating activities:
Accounts receivable	449,738	777,634
Prepaid expense and other	(420,667)	(17,809)
Deferred offering costs	(90,000)	-
Inventory	1,000,151	253,571
Inventory deposits	-	21,968
Lease deposits and other	(24,824)	(10,296)
Accounts payable	5,064,409	2,640,204
Accrued expenses	(55,199)	-
Deferred revenue	64,731	-
Right-of-use lease liabilities	(100,561)	29,425
Net Cash (Used in) Operating Activities	(4,969,701)	(5,096,461)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of investments	2,241,303	-
(Purchase) disposition of property and equipment	(2,383,272)	5,910
Net Cash (Used in) Provided by Investing Activities	(141,969)	5,910
CASH FLOW FROM FINANCING ACTIVITIES:
Offering costs paid	(485,251)	-
Proceeds from line of credit	-	535,200
Proceeds from loans - officer - related party	624	432,636
Proceeds from loans - director - related party	-	400,000
Proceeds from working capital loans, net	7,642,808	2,773,375
Repayments of working capital loans, net	(277,744)	-
Origination fees	(65,600)	-
Payments on line of credit	(1,992,129)	-
Proceeds from issuance of Series D preferred stock	848,596	-
Proceeds from issuance of Common stock	2,499,554	-
Net Cash Provided by Financing Activities	8,170,858	4,141,211
CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	3,059,188	(949,340)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD	287,546	1,077,028
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	3,346,734	127,688
CASH AND CASH EQUIVALENTS AT END OF PERIOD	722,233	127,688
RESTRICTED CASH AT END OF PERIOD	2,624,501	-
TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD	3,346,734	127,688
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	496,011	1,148,957
Income taxes	-	-

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.