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AMERICAN REBEL HOLDINGS INC

For the period ended Mar 31, 2026. Filed May 13, 2026.

View on SEC.gov

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.

Mar 31, 2026 · Filed May 13, 2026

AREB$0.31-9.0%Stored close · as of Jul 8, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001493152-25-021519

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-13.

0001493152-26-022768

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 99 previous paragraphs and 65 current paragraphs.

48 unchanged; 16 reworded; 1 added; 28 removed; 7 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)
Removed paragraphs (28)

Previous report

During the three months ended September 30, 2025, we entered into multiple agreements to acquire minority ownership interests in certain entities.

Previous report

On September 2, 2025, we executed a Membership Interest Purchase Agreement with Sydona Enterprises, LLC, d/b/a Schmitty’s, acquiring a 19.01% ownership interest in Schmitty’s. The consideration for this acquisition included the issuance of 426,155 shares of common stock and prefunded warrants to purchase an additional 1,183,191 shares of common stock at $0.01 per share. The total value of the transaction was approximately $1.99 million. This strategic investment positions American Rebel to leverage Schmitty’s established presence in the smokeless market, aligning with the Company’s expansion into the $10 billion smokeless category. The partnership aims to enhance Schmitty’s retail distribution and explore licensing opportunities under the “America’s Patriotic Brand” umbrella.

Previous report

On September 30, 2025, we entered into a Membership Interest Purchase Agreement with RAEK Data, LLC to acquire a minority membership interest in the entity. Pursuant to the agreement, we issued 200,000 shares of Series D Convertible Preferred Stock to RAEK Data, LLC in exchange for its ownership interest. The shares were issued at a stated value of $7.50 per share, resulting in an aggregate transaction value of $1,500,000. This transaction was accounted for as an equity acquisition, with the acquired noncontrolling interest recorded at fair value on the acquisition date. The acquisition provides the Company with additional operational influence.

Previous report

On August 19, 2025, we entered into a Purchase and Sale Agreement with 218 LLC (the “Seller”) for the sale of an approximately 20,829 square foot four story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee 37201 (“218 3rd Avenue”) for a sale price of $14.1 million. On September 15, 2025, we entered into a mutual termination agreement of the Purchase Agreement. On the same day, we entered into a membership interest purchase agreement (the “MIPA”) to purchase all of the outstanding membership interests in 218 3 rd Avenue.

Previous report

We have agreed to pay Seller $14,100,000, the appraised value of 218 3 rd Avenue, for all of the ownership interests in the Seller in tranches over twelve months. Upon execution of the MIPA, we authorized the issuance of 280,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share ($2,1000,000 in value), for the purchase of 30% of the outstanding membership interests in the Seller.

Previous report

Further, we shall pay the Seller $300,000 of the purchase price in three non-refundable $100,000 installments; the first installment shall be payable 15 days following execution of the MIPA and shall purchase an additional 1% of the outstanding membership interests in the Seller; the second installment shall be payable 45 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller; and the third installment shall be payable 75 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller.

Previous report

In addition, we executed a 12-month, 6% per annum promissory note in the amount of the $11,700,000 payable to the Seller. Seller may, from time to time, convert a portion of principal and interest under the Note into tranches of 200,000 shares of the Company’s Series D Convertible Preferred Stock (valued at $1,500,000) and simultaneously convert such preferred stock into 1,000,000 shares of Common Stock and then sell such shares, or in other amounts that do not exceed a 4.99% beneficial ownership, and apply the proceeds towards the principal and interest of the Note. Each conversion shall purchase an additional 1% ownership interest in Seller. We agreed to issue to Seller an additional 18,800 shares of Series D Convertible Preferred Stock, valued at $141,000, as a convenience fee.

Previous report

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”.

Previous report

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.

Previous report

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.

Previous report

On August 9, 2023, we entered into a Master Brewing Agreement with 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 American Rebel Light Beer. American Rebel Light Beer launched regionally in 2024. We paid a setup fee and security deposit to Associated Brewing. We established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses and conduct operations for our beer business.

Previous report

We continually seek to target new consumer segments for our safes. As we believe that safes are becoming a must-have household appliance, we strive to establish authenticity by selling our products to additional groups, and to expand our direct-to-consumer presence through our website and our showroom currently in Lenexa, Kansas.

Previous report

Further, we expect the cannabis dispensary industry to be a material growth segment for our business. Several cannabis dispensary operators have expressed interest in the opportunity to help them with their inventory locking needs. Cannabis dispensaries have various insurance requirements and local ordinances requiring them to secure their inventory when the dispensary is closed. Dispensary operators have been purchasing gun safes and independently taking out the inside themselves to allow them to store cannabis inventory. Recognizing what seems to be a growing need for cannabis dispensary operators, we have designed a safe tailor-made for the cannabis industry. American Rebel has a long list of dispensary operators, growers, and processors interested in the Company’s inventory control solutions. We believe that dispensary operators, growers, and processors are another fertile new growth market for our Vault Doors products, as many in the cannabis space have chosen to install entire vault rooms instead of individual inventory control safes—the American Rebel Vault Door has been the choice for that purpose.

Previous report

Total operating expenses for the three months ended September 30, 2025 were $3,482,401 compared to $542,695 for the three months ended September 30, 2024 as further described below. Overall, we experienced a $2,939,706 increase in operating expenses period over period. This increase is primarily due to the large adjustment made to compensation expense – officers – deferred comp – related party made during the three months ended September 30, 2024 as a result of the 2023 and 2022 re-audits. There was also a slight increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.

Previous report

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Previous report

For the nine months ended September 30, 2025, we reported Revenues of $7,231,439 compared to Revenues of $9,637,016 for the nine months ended September 30, 2024. The decrease in Revenues of $2,405,577 (or (25%) period over period) for the current period compared to the nine months ended September 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the nine months ended September 30, 2025, we reported Cost of Goods Sold of $7,171,528 compared to Cost of Goods Sold of $9,263,015 for the nine months ended September 30, 2024. The decrease in Cost of Goods Sold of $2,091,487 (or (23%) period over period) for the current period is primarily attributable to the decrease in revenue. For the nine months ended September 30, 2025, we reported Gross Margin of $59,911, compared to Gross Margin of $374,001 for the nine months ended September 30, 2024. The decrease in Gross Margin of $314,090 (or (84%) period over period) for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the nine months ended September 30, 2025 was 1% compared to 4% for the nine months ended September 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past twelve months and this is in line with what we have experienced in our business.

Previous report

For the nine months ended September 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $2,944,253 compared to consulting/payroll and other costs (along with officer compensation) of $1,967,639 for the nine months ended September 30, 2024. The increase in consulting/payroll and other costs of $(1,859,348) was due to merit increases and a change in the executive team. We expect to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.

Previous report

For the nine months ended September 30, 2025, we incurred depreciation and amortization expense of $109,913 compared to depreciation and amortization expense of $109,813 for the nine months ended September 30, 2025. Depreciation and amortization expense remained consistent, and we expect it to remain consistent.

Previous report

For the nine months ended September 30, 2025, we incurred a loss on debt extinguishment of $13,531,557 and loss on settlement of liability of $2,586,509 compared to a loss on extinguishment of debt of $312,505 for the nine months ended September 30, 2024. This is due to several additional conversions of debt into equity during the nine months ended September 30, 2025 as well as the amended Streeterville loan payable.
Reworded paragraphs (16)

Previous wording

Expanding Scope of Operations Activities by Offering Servicing Dispensaries and Brand Licensing

Current wording

Expanding Scope of Operations Activities by Brand Licensing

Previous wording

Further, we believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues to grow in popularity, we anticipate generating additional revenues from licensing fees earned from third parties who wish to engage the American Rebel community. While the Company does not currently generate material revenues from licensing fees, our management team believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market their tools under our distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American Rebel branded tools as they would continue to sell both of the lines of tools. Conversely, American Rebel could potentially benefit as a licensee of products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.

Current wording

We believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues to grow in popularity, we anticipate generating additional revenues from licensing fees earned from third parties who wish to engage the American Rebel community. Along these lines, in February of 2026 we formed a new majority owned subsidiary, American Rebel Licensing NIL I, Inc., to pursue licensing opportunities in fiscal 2026. While the Company does not currently generate material revenues from licensing fees, our management team believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market their tools under our distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American Rebel branded tools as they would continue to sell both of the lines of tools. Conversely, American Rebel could potentially benefit as a licensee of products. If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.

Previous wording

From inception through September 30, 2025, we have generated an accumulated deficit of $93,513,226. We expect to incur additional losses during fiscal year ending December 31, 2025, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.

Current wording

From inception through March 31, 2026, we have generated an accumulated deficit of $106,385,187. We expect to incur additional losses during fiscal year ending December 31, 2026, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.

Previous wording

For the three months ended September 30, 2025, we reported Revenues of $1,877,518 compared to Revenues of $2,337,786 for the three months ended September 30, 2024. The decrease in Revenues of $460,268 (or (20%) period over period) for the current period compared to the three months ended September 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the three months ended September 30, 2025, we reported Cost of Goods Sold of $2,075,288 compared to Cost of Goods Sold of $2,835,763 for the three months ended September 30, 2024. The decrease in Cost of Goods Sold of $760,475 (or (27%) period over period) for the current period is primarily attributable to the decrease in revenue. For the three months ended September 30, 2025, we reported Gross Margin of $(197,770), compared to Gross Margin of $(497,977) for the three months ended September 30, 2024 and a Gross Margin percentage of (11%) for the three months ended September 30, 2025 compared to (21%)% for the three months ended September 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past year.

Current wording

For the three months ended March 31, 2026, we reported Revenues of $1,985,191 compared to Revenues of $2,511,324 for the three months ended March 31, 2025. The decrease in Revenues of $526,133 (or (21%) period over period) for the current period compared to the three months ended March 31, 2025 is attributable to slower sales for 2026 and current market conditions. For the three months ended March 31, 2026, we reported Cost of Goods Sold of $2,379,236 compared to Cost of Goods Sold of $2,222,270 for the three months ended March 31, 2025. The increase in Cost of Goods Sold of $156,966 (or 7% period over period) for the current period is primarily attributable to increased raw materials costs. For the three months ended March 31, 2026, we reported Gross Margin of $(394,045), compared to Gross Margin of $298,054 for the three months ended March 31, 2025 and a Gross Margin percentage of (20%) for the three months ended March 31, 2026 compared to 12% for the three months ended March 31, 2025. In general, second amendment businesses have experienced a slowdown in sales volume during the past year and has incurred increased costs of operations.

Previous wording

Total operating expenses for the nine months ended September 30, 2025 were $10,904,780 compared to $7,639,863 for the nine months ended September 30, 2024 as further described below. Overall, we experienced a $3,264,917 increase in operating expenses period over period. This increase is primarily due to an increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.

Current wording

Total operating expenses for the three months ended March 31, 2026 were $3,749,027 compared to $3,255,473 for the three months ended March 31, 2025 as further described below. Overall, we experienced a $493,554 increase in operating expenses period over period. This increase is primarily due to the new 2026 sponsorships for Tony Stewart Racing of approximately $0.2 million, other TSR related contracts of $0.1 million and marketing of $0.3 million over the previous period.

Previous wording

For the three months ended September 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $903,397 compared to consulting/payroll and other costs (along with officer compensation) of $(1,932,565) for the three months ended September 30, 2024. The increase in consulting/payroll and other costs of $2,835,962 was due to the adjustment in the deferred compensation expense due to common stock equivalents on our Series A preferred stock as identified and corrected during the period ended September 30, 2024 upon finalization of the 2023 re-audit. We expects to try and maintain our consulting/payroll and other costs as we endeavor to further expand our sales volume.

Current wording

For the three months ended March 31, 2026, we incurred consulting/payroll and other costs of $1,081,869 compared to consulting/payroll and other costs of $738,977 for the three months ended March 31, 2025. The increase in consulting/payroll and other costs of $342,892 (or 46% period over period) was primarily due to the increase in payroll expenses for contract labor.

Previous wording

For the three months ended September 30, 2025, we incurred rental expense, warehousing, outlet expense of $39,742, compared to rental expense, warehousing, outlet expense of $103,562 for the three months ended September 30, 2024. The decrease in rental expense, warehousing, outlet expense of $63,820 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.

Current wording

For the three months ended March 31, 2026, we incurred rental expense, warehousing, outlet expense of $45,688, compared to rental expense, warehousing, outlet expense of $57,114 for the three months ended March 31, 2025. The decrease in rental expense, warehousing, outlet expense of $11,426 is due to the reduction of leased properties that the Company rents to conduct the Champion business acquisition.

Previous wording

For the three months ended September 30, 2025, we incurred product development expenses of $160,209 compared to product development expenses of $277,483 for the three months ended September 30, 2024. The decrease in product development expenses of $117,274 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.

Current wording

For the three months ended March 31, 2026, we incurred product development expenses of $5,506 compared to product development expenses of $93,467 for the three months ended March 31, 2025. The decrease in product development expenses of $87,961 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.

Previous wording

For the three months ended September 30, 2025, we incurred marketing and brand development expenses of $739,976 compared to marketing and brand development expenses of $624,509 for the three months ended September 30, 2024. The increase in marketing and brand development expenses of $115,467 (or 42% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.

Current wording

For the three months ended March 31, 2026, we incurred marketing and brand development expenses of $1,259,798 compared to marketing and brand development expenses of $695,491 for the three months ended March 31, 2025. The increase in marketing and brand development expenses of $564,307 (or 81% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.

Previous wording

For the three months ended September 30, 2025, we incurred administrative and other expense of $1,602,039 compared to administrative and other expense of $1,414,889 for the three months ended September 30, 2024. The increase in administrative and other expense of $187,150 (or 13% period over period) relates directly to increased professional fees including accounting and legal fees.

Current wording

For the three months ended March 31, 2026, we incurred administrative and other expense of $1,169,182 compared to administrative and other expense of $1,470,587 for the three months ended March 31, 2025. The decrease in administrative and other expense of $301,405 (or (20%) period over period) relates directly to decreased professional fees including accounting and legal fees.

Previous wording

For the three months ended September 30, 2025, we incurred depreciation and amortization expense of $37,038 compared to depreciation and amortization expense of $54,817 for the three months ended September 30, 2024. The increase primarily relates to amortization related to intangible assets.

Current wording

For the three months ended March 31, 2026, we incurred depreciation and amortization expense of $124,484 compared to depreciation and amortization expense of $35,774 for the three months ended March 31, 2025. The increase primarily relates to the building, furniture and equipment acquired as part of the 218 LLC investment.

Previous wording

For the three months ended September 30, 2025, we incurred interest expense of $329,231 compared to interest expense of $649,216 for the three months ended September 30, 2024. The decrease in interest expense of $319,985 is due to a significant number of notes we have entered into and subsequently converted or modified. For the three months ended September 30, 2025, we incurred a loss on debt extinguishment of $1,213,772 and loss on settlement of liability of $7,000 compared to a loss on debt extinguishment of $62,505 for the three months ended September 30, 2024. This is due to the increased amount of conversions of debt into equity in 2025 and the amended Streeterville loan payable.

Current wording

For the three months ended March 31, 2026, we incurred interest expense of $1,345,882 compared to interest expense of $723,942 for the three months ended March 31, 2025. The increase in interest expense of $621,940 is due to a significant number of notes we have entered into and subsequently converted or modified. For the three months ended March 31, 2026, we incurred a loss on debt extinguishment of $903,573 and loss on settlement of liability of $455,718 compared to a loss on debt extinguishment of $499,794 and loss on settlement of liability of $887,365 for the three months ended March 31, 2025. This is due to the increased amount of conversions of debt into equity in 2026 and the amended Streeterville loan payable. The decrease in loss on settlement of liability is due to the decrease in the amount of conversions of liabilities to equity by SCC.

Previous wording

Net loss for the three months ended September 30, 2025 amounted to $5,230,027, resulting in a loss per share of $(32.44), compared to a net loss of $1,747,957 for the three months ended September 30, 2024, resulting in a loss per share of $(3,032.24) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily due to a myriad of expenses that we incurred in the quarter, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as a significant loss on debt extinguishment.

Current wording

Net loss for the three months ended March 31, 2026 amounted to $6,972,464, resulting in a loss per share of $(71.28), compared to a net loss of $5,059,256 for the three months ended March 31, 2025, resulting in a loss per share of $(937,997.93) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 is primarily due to a myriad of increased expenses that we incurred in the quarter, such as consulting, marketing and interest as well as a significant loss on debt extinguishment.

Previous wording

We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital decreased by $8,709,796 period over period where we had a working capital deficit of $(8,940,228) at December 31, 2024 compared to a working capital deficit balance of $(17,650,023) at September 30, 2025. This working capital decrease was due to increased expenses launching new products and slowing sales in its legacy business. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.

Current wording

We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital increased by $3,624,018 period over period where we had a working capital deficit of $(20,321,313) at December 31, 2025 compared to a working capital deficit balance of $(16,697,295) at March 31, 2026. This working capital increase was due to decreased working capital loans and increase in prepaid expenses. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.

Previous wording

During the nine months ended September 30, 2025, we reduced anticipated cash outflows of $27.7 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.

Current wording

During the three months ended March 31, 2026, we reduced anticipated cash outflows of $6.2 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.

Previous wording

Over the past twelve months, we entered into various working capital notes with a total balance of $18,453,772 as of September 30, 2025. The promissory notes have various terms – refer to Note 10 of our consolidated financial statements for the specific terms of each promissory note.

Current wording

Over the past twelve months, we entered into various working capital notes with a total balance of approximately $15.2 million as of March 31, 2026. The promissory notes have various terms – refer to Note 10 of our condensed consolidated financial statements for the specific terms of each promissory note.
Rearranged previous paragraphs (7)

Previous report — wording carried elsewhere

Revenue (‘Sales’) and cost of goods sold (‘Cost of Sales’)

Previous report — wording carried elsewhere

For the nine months ended September 30, 2025, we incurred rental expense, warehousing, outlet expense of $145,108, compared to rental expense, warehousing, outlet expense of $335,743 for the nine months ended September 30, 2024. The decrease in rental expense, warehousing, outlet expense of $190,635 is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.

Previous report — wording carried elsewhere

For the nine months ended September 30, 2025, we incurred product development expenses of $902,033 compared to product development expenses of $713,883 for the nine months ended September 30, 2024. The increase in product development expenses of $188,150 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.

Previous report — wording carried elsewhere

For the nine months ended September 30, 2025, we incurred marketing and brand development expenses of $2,406,274 compared to marketing and brand development expenses of $1,189,219 for the nine months ended September 30, 2024. The increase in marketing and brand development expenses of $1,217,055 (or 102% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.

Previous report — wording carried elsewhere

For the nine months ended September 30, 2025, we incurred administrative and other expense of $4,397,199 compared to administrative and other expense of $3,323,566 for the nine months ended September 30, 2024. The increase in administrative and other expense of $1,073,633 (or 32% period over period) relates directly to increased professional fees including accounting and legal fees.

Previous report — wording carried elsewhere

For the nine months ended September 30, 2025, we incurred interest expense of $1,483,357 compared to interest expense of $2,128,357 for the nine months ended September 30, 2024 The decrease in interest expense of $645,000 is due to a significant number of notes we have entered into and subsequently converted or modified.

Previous report — wording carried elsewhere

Net loss for the nine months ended September 30, 2025 amounted to $28,427,026, resulting in a loss per share of $(113.30), compared to a net loss of $9,702,239 for the nine months ended September 30, 2024, resulting in a loss per share of $(6,664.86) (adjusted for various reverse stock splits). The increase in the net loss for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily due to a myriad of expenses that we incurred, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as the significant loss on debt extinguishment as mentioned above.