American Rebel Holdings, Inc. Announces Convertible Preferred Private Placement and Strategic Financing Updates

Key Points from the Current Report on Form 8-K (March 2026)

• Company: American Rebel Holdings, Inc. (NASDAQ: AREB)
• Date of Report: March 9, 2026 (Earliest Event Reported)
• Recent Share Count: 24,798,798 shares of common stock outstanding as of March 13, 2026
• Recent Equity Financing: Private placement of Series D Convertible Preferred Stock, raising \$525,000 cash
• Convertible Note Issuance: \$124,200 principal amount issued to Diagonal Lending LLC at 18.75% one-time interest charge
• Registration Rights: Company agrees to register 350,000 shares of common stock underlying conversion rights
• Nasdaq Listing: Common Stock and Warrants continue to trade on Nasdaq under symbols AREB and AREBW

Details of the Financing Transactions

1. Series D Convertible Preferred Stock Private Placement

On March 12, 2026, American Rebel Holdings sold 70,000 shares of Series D Convertible Preferred Stock at \$7.50 per share to an accredited investor for total cash proceeds of \$525,000.
In connection with this transaction, the company entered into a registration rights agreement requiring it to register 350,000 shares of common stock to cover shares issuable upon conversion of the Series D Convertible Preferred Stock.
This commitment to registration is designed to facilitate potential resale of these shares by the investor, which may have implications for the future trading float and liquidity of AREB’s common stock.

2. Convertible Note with Diagonal Lending LLC

On March 9, 2026, the company issued a convertible note to Diagonal Lending LLC with a principal amount of \$124,200 and a one-time interest charge of 18.75% (amounting to \$23,287 interest). The total payback to the noteholder will be \$147,487 over 15 months.

Key Terms:

• Conversion Right: After a default event, the noteholder may convert any amount of the outstanding note into fully paid shares of common stock at a 25% discount to the lowest trading price during the ten trading days prior to conversion.
• Protective Provisions: The company is restricted from selling or disposing significant assets, must maintain Nasdaq listing, and is required to comply with SEC reporting requirements as long as the note is outstanding.

Price Sensitivity: The deep discount on conversion (set at 75% of market price) and the relatively large amount registered for resale could potentially exert downward pressure on share price if conversion is exercised and stock is sold into the market.

Listing and Regulatory Disclosures

• Common Stock (AREB) and Common Stock Purchase Warrants (AREBW) are listed on The Nasdaq Stock Market LLC.
• As of the date of this filing, the company is not considered an emerging growth company and has not opted out of extended transition for new accounting standards.
• The company has covenant obligations to maintain its corporate existence and SEC reporting status, and to avoid actions that would render it a “shell company.”

Other Important Matters for Shareholders

• Registration Rights Agreement: The company’s obligation to register shares underlying the Series D Convertible Preferred and the convertible note means that a potentially significant number of new shares may become freely tradable in the near future.
• Potential Dilution: If the preferred shares or convertible note are converted into common stock, existing shareholders may experience dilution, which could affect share value.
• SEC Reporting: The company noted that due to the May 2024 SEC action against auditor BF Borgers, all of the company’s financial statements, references, and disclosures are excluded from the definition of SEC Documents. The company cannot represent or warrant to any such financial statements until re-audits are completed and filed.
• Use of Proceeds: The funds raised are intended for general working capital purposes.
• Price-Sensitive Triggers: Events such as delisting from Nasdaq, failure to maintain SEC reporting status, or a material adverse change in the company’s business or financial condition could trigger defaults or accelerate conversions, potentially increasing selling pressure.

Conclusion

Summary for Investors:
American Rebel Holdings, Inc. has completed a \$525,000 preferred stock private placement and issued a convertible note, both with provisions that could lead to significant share issuance and dilution. The company has undertaken to register hundreds of thousands of shares for resale, which, upon effectiveness of the registration statement and potential conversion of the securities, may impact the trading dynamics and share price. Investors should closely monitor the company’s SEC filings for updates on financial statement re-audits, the status of the registration statement, and any events of default that could accelerate conversions or cause further dilution.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The information summarized herein is based on American Rebel Holdings, Inc.’s public filings as of March 2026 and may be subject to change.

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