American Rebel Holdings, Inc. Announces Reverse Stock Split and Resolves Nasdaq Listing Deficiency

Key Points in the Report

• Reverse Stock Split: On March 23, 2026, American Rebel Holdings, Inc. (“the Company”) executed a 1-for-100 reverse stock split for its common stock.
• Issuance of Shares: On April 6, 2026, as part of the process of rounding shares for round lots following the reverse stock split, the Company issued 3,218,299 shares of common stock to CEDE & Co. for distribution to shareholders impacted by this rounding.
• Current Shares Outstanding: Following the reverse split and rounding, the Company now has 3,451,665 shares of common stock issued and outstanding.
• Nasdaq Deficiency and Compliance: The Company previously received a deficiency letter from Nasdaq due to its post-reverse split share count falling below the minimum 500,000 Publicly Held Shares requirement for continued inclusion under Listing Rule 5550(a)(4).
• Resolution of Nasdaq Deficiency: The issuance of additional shares on April 6, 2026, is expected to cure the deficiency and bring the Company back into compliance with Nasdaq’s publicly held shares requirement.
• Trading Information: The Company’s common stock and common stock purchase warrants trade under the symbols AREB and AREBW respectively, on the Nasdaq Stock Market LLC.
• Emerging Growth Company Status: The Company is not classified as an emerging growth company.
• Exemption of Share Issuance: All newly issued shares were exempt from registration under Section 4(a)(2) and/or Regulation D of the Securities Act, as transactions not involving public offering. These shares are restricted securities and may not be offered or sold absent registration or exemption.

Important Information for Shareholders

• Reverse Stock Split and Its Impacts: The 1-for-100 reverse stock split dramatically reduced the number of shares outstanding, which can lead to a higher per-share price but may affect liquidity and investor perception. Shareholders should review their holdings as fractional shares were rounded and distributed.
• Nasdaq Listing Deficiency: The Company’s failure to meet the minimum 500,000 publicly held shares requirement initially put its Nasdaq listing at risk. This is a material event for shareholders, as delisting from Nasdaq could significantly affect share liquidity and value.
• Curing the Deficiency: The subsequent issuance of additional shares has cured this deficiency, which is positive for shareholders and likely preserves the Nasdaq listing. Maintaining Nasdaq compliance is crucial for investor confidence and market access.
• Restricted Shares: All newly issued shares are restricted and cannot be freely traded until registered or an exemption is met. This restricts immediate liquidity for recipients of the rounding shares.
• Price Sensitivity: The resolution of Nasdaq compliance removes a major risk of delisting, which could be price sensitive and may positively impact the share price due to restored investor confidence.
• No Written Communications or Soliciting Material: The filing does not include written communications pursuant to Rule 425, soliciting material pursuant to Rule 14a-12, or pre-commencement tender offers, indicating no M&A or proxy activities at this time.

Detailed Analysis for Investors

On March 23, 2026, American Rebel Holdings, Inc. implemented a 1-for-100 reverse stock split. This corporate action is significant as it consolidates the number of shares outstanding, typically to increase the trading price per share and potentially meet minimum bid price requirements for Nasdaq listing. However, it also means shareholders now hold fewer shares, and any fractional shares resulting from the split were handled through a rounding mechanism.

In connection with the reverse split, on April 6, 2026, the Company issued 3,218,299 shares of common stock to CEDE & Co., which acts as the nominee for the Depository Trust Company. These shares were distributed to shareholders who were affected by the rounding process. After this issuance, the Company now has 3,451,665 shares of common stock outstanding.

The reverse split had an unintended consequence: the publicly held share count dropped to approximately 247,279 shares, well below Nasdaq’s minimum requirement of 500,000 shares for continued inclusion under Listing Rule 5550(a)(4). This triggered a Nasdaq deficiency letter, which put the Company’s listing at risk. Delisting from Nasdaq has historically led to reduced liquidity and lower share prices, underscoring the importance of this event for shareholders.

To address this, the Company issued additional shares on April 6, 2026. Management believes that this action cures the deficiency and reinstates compliance with Nasdaq requirements. As a result, the risk of delisting is mitigated, which is a positive development and potentially price sensitive.

For shareholders, it is crucial to understand that the new shares issued are restricted securities. They have not been registered and are subject to limitations under Rule 144(a)(3). Holders cannot freely sell these shares unless they are registered or unless they qualify for an exemption from registration.

The Company’s common stock (AREB) and common stock purchase warrants (AREBW) remain listed on the Nasdaq Stock Market LLC, and the Company is not classified as an emerging growth company, which means it follows standard public company compliance requirements.

Conclusion

American Rebel Holdings, Inc.’s resolution of the Nasdaq listing deficiency through the issuance of additional shares is a material event. The preservation of the Nasdaq listing is likely to restore investor confidence and may positively impact the share price. Shareholders should review their holdings following the reverse stock split and understand the restrictions on newly issued shares.

Investors should monitor future filings for confirmation of Nasdaq compliance and any further corporate actions. The Company’s ability to maintain its Nasdaq listing is crucial for long-term shareholder value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with a qualified financial advisor before making any investment decisions related to American Rebel Holdings, Inc. The information herein is based on publicly filed documents and may be subject to change.

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