AMERICAN REBEL HOLDINGS INC
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 13, 2025
AREB$0.31-9.0%Stored close · as of Jul 8, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001641172-25-011062
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosureCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001641172-25-023267
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosureThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 106 previous paragraphs and 62 current paragraphs.
41 unchanged; 1 reworded; 20 added; 64 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 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 (20)
Current report
On May 30, 2025, a lender, pursuant to an OID Note dated November 11, 2024, converted $131,910 of the OID Note into 100,000 shares of the Company’s common stock. Further, on June 3, 3025, the lender converted the remaining $214,487.26 balance of the OID Note, including interest, into 184,934 shares of the Company’s common stock.
Current report
On June 30, 2025, a lender, pursuant to an OID Note dated December 13, 2024, converted $12,317.97 of interest owed on the OID Note into 11,790 shares of the Company’s common stock. Further, on July 9, 2025, the lender converted the remaining $150,554.76 balance of the OID Note, including interest, into 159,994 shares of the Company’s common stock.
Current report
On July 12, 2025, a holder of 60,000 shares of Series D Preferred Stock converted such shares into 300,000 shares of common stock at a conversion price per share of $1.50.
Current report
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.
Current report
On August 1, 2025, the Company authorized the issuance of 175,0000 shares of common stock to Corey Lambrecht, the Company’s President/COO and a director, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
Current report
On August 1, 2025, the Company authorized the issuance of 175,0000 shares of common stock to Charles A. Ross, Jr., the Company’s CEO and chairman, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
Current report
On August 11, 2025, a holder of 10,000 shares of Series D Preferred Stock converted such shares into 50,000 shares of common stock at a conversion price per share of $1.50.
Current report
On August 11, 2025, a holder of 10,000 shares of Series D Preferred Stock converted such shares into 50,000 shares of common stock at a conversion price per share of $1.50.
Current report
As previously disclosed in the Form 8-K filed on June 10, 2025, on May 30, 2025, Champion Safe Company, Inc. (the “Borrower”), a wholly-owned subsidiary of American Rebel Holdings, Inc. (the “Company”), entered into a Forbearance Agreement (the “Forbearance Agreement”) by and among the Borrower, the guarantors identified therein (collectively, the “Guarantors”), and Bank of America, N.A. (the “Bank”) under the line of credit, dated as of February 10, 2023, by and among the Borrower, the Guarantors, and the Bank (the “Credit Agreement”).
Current report
Subject to the terms of the Forbearance Agreement, the Bank had agreed to forbear, until July 31, 2025, from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Borrower’s failure to make payment on the outstanding principal amount of the Term Loan on the Expiration Date, as amended (as defined in the Credit Agreement) (the “Identified Default”).
Current report
As a result of the uncured Identified Default, the Bank filed a complaint against Borrower and Guarantors on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,742.88, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank, and any other relief that the Court deemed just and proper (collectively, the “Litigation”).
Current report
Subject to the terms of the Forbearance Agreement, the Bank had agreed to abstain from pursuing its claims against Borrower and Guarantors in the Litigation through the Forbearance Period (defined below), provided that neither Borrower nor Guarantors breach any terms of the Forbearance Agreement. Further, the Borrower and Guarantors executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement.
Current report
Bank agreed to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on July 31, 2025 (the “Forbearance Period”) on the following terms and conditions:
Current report
● On the sooner to occur of (i) July 31, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; and
Current report
● Champion made a principal payment in the amount of $100,000.00 on the execution of the Forbearance Agreement and an additional $100,000 on June 30, 2025, which extended the original Forbearance Period from June 30, 2025 to July 31, 2025.
Current report
Champion did not make the final payment of all amounts owed under the Credit Agreement on July 31, 2025. As of July 25, 2025, the Bank issued a payoff statement showing:
Current report
Total due to the Bank as of July 31, 2025 was $1,831,014.51 and accrues interest at the rate of $570.23 per day afterwards. This does not include any additional fees, expenses, penalties or costs.
Current report
Champion and the Company continue to work with the Bank towards an amicable resolution to this matter.
Current report
The foregoing description of the Forbearance Agreement does not purport to be complete and is subject to, and qualified, in its entirety by, the full text of the Forbearance Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2025.
Removed paragraphs (64)
Previous report
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.
Previous report
On January 10, 2025, the Company authorized the issuance of 2,200 shares of common stock to a consultant pursuant to the terms of an amendment to a current consulting agreement.
Previous report
On January 13, 2025, SCC requested the issuance of 2,800 shares of common stock to SCC, representing a payment of approximately $99,750.
Previous report
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.
Previous report
On January 15, 2025, SCC requested the issuance of 4,140 shares of common stock to SCC, representing a payment of approximately $147,487.50.
Previous report
On January 24, 2025, SCC requested the issuance of 4,400 shares of common stock to SCC, representing a payment of approximately $133,200.
Previous report
On February 3, 2025, SCC requested the issuance of 4,600 shares of common stock to SCC, representing a payment of approximately $99,187.50.
Previous report
On February 10, 2025, the Company authorized the issuance of 17,667 shares of common stock to an accredited investor upon the conversion of 88,334 shares of Series D Convertible Preferred Stock.
Previous report
On February 10, 2025, the Company authorized the issuance of 2,480 shares of common stock, valued at $75,000, to a lender for a fee related to a financing agreement.
Previous report
On February 10, 2025, SCC requested the issuance of 4,800 shares of common stock to SCC, representing a payment of approximately $92,772.
Previous report
On February 10, 2025, 1800 Diagonal Lending converted a portion of their debt into 30,303 shares of common stock.
Previous report
On February 11, 2025, 1800 Diagonal Lending converted a portion of their debt into 32,627 shares of common stock.
Previous report
On February 12, 2025, 1800 Diagonal Lending converted a portion of their debt into 42,424 shares of common stock.
Previous report
On February 14, 2025, 1800 Diagonal Lending converted a portion of their debt into 45,752 shares of common stock.
Previous report
On February 18, 2025, SCC requested the issuance of 5,000 shares of common stock to SCC, representing a payment of approximately $92,081.25.
Previous report
On February 18, 2025, 1800 Diagonal Lending converted a portion of their debt into 42,917 shares of common stock.
Previous report
On February 20, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a first closing notice for the exchange of $55,423.57 of assigned note portion for 3,145 shares of the Company’s common stock. These shares were subsequently cancelled.
Previous report
On February 21, 2025, 1800 Diagonal Lending converted a portion of their debt into 52,497 shares of common stock.
Previous report
On February 24, 2025, SCC requested the issuance of 3,200 shares of common stock to SCC, representing a payment of approximately $40,068.00.
Previous report
On February 25, 2025, SCC requested the issuance of 5,700 shares of common stock to SCC, representing a payment of approximately $65,193.75.
Previous report
On February 25, 2025, 1800 Diagonal Lending converted a portion of their debt into 84,507 shares of common stock.
Previous report
On February 26, 2025, 1800 Diagonal Lending converted a portion of their debt into 56,831 shares of common stock.
Previous report
On February 27, 2025, SCC requested the issuance of 6,000 shares of common stock to SCC, representing a payment of approximately $63,855.00.
Previous report
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 5,168 shares of the Company’s common stock.
Previous report
On March 4, 2025, SCC requested the issuance of 6,800 shares of common stock to SCC, representing a payment of approximately $63,750.00.
Previous report
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 $52,712.25 of assigned note portion for 5,623 shares of the Company’s common stock.
Previous report
On March 5, 2025, the Company authorized the issuance of 8,000 shares of common stock to an accredited investor upon the conversion of $64,950 due under a promissory note dated September 4, 2024.
Previous report
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 8,334 shares of the Company’s common stock.
Previous report
On March 6, 2025, SCC requested the issuance of 3,200 shares of common stock to SCC, representing a payment of approximately $47,655.
Previous report
On March 7, 2025, SCC requested the issuance of 7,400 shares of common stock to SCC, representing a payment of approximately $48,978.75.
Previous report
On March 10, 2025, SCC requested the issuance of 7,600 shares of common stock to SCC, representing a payment of approximately $43,335.20.
Previous report
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 8,723 shares of the Company’s common stock.
Previous report
On March 12, 2025, SCC requested the issuance of 11,160 shares of common stock to SCC, representing a payment of approximately $63,006.57.
Previous report
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 8,723 shares of the Company’s common stock.
Previous report
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 8,723 shares of the Company’s common stock.
Previous report
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 8,723 shares of the Company’s common stock.
Previous report
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 11,339 shares of the Company’s common stock.
Previous report
On March 13, 2025, SCC requested the issuance of 11,600 shares of common stock to SCC, representing a payment of approximately $47,818.10.
Previous report
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 12,289 shares of the Company’s common stock.
Previous report
On March 14, 2025, SCC requested the issuance of 12,200 shares of common stock to SCC, representing a payment of approximately $46,558.25.
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Reworded paragraphs (1)
Previous wording
The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses from operations and cash flow difficulties. The Company’s accumulated deficit was ($70,145,456) as of March 31, 2025 and ($65,086,200) as of December 31, 2024. The Company has experienced cash flow restraints and has missed payments due under several financing agreements. To date, the majority of lenders have been working with the Company towards amenable solutions to remedy any issues related to such agreements.
Current wording
The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses from operations and cash flow difficulties. The Company’s accumulated deficit was ($88,633,450) as of June 30, 2025 and ($65,086,200) as of December 31, 2024. The Company has experienced cash flow restraints and has missed payments due under several financing agreements. To date, the majority of lenders have been working with the Company towards amenable solutions to remedy any issues related to such agreements.