AMERICAN REBEL HOLDINGS INC 8-K

What Happened

• American Rebel Holdings (NASDAQ: AREB) filed an 8-K January 13, 2026 announcing several debt-for-equity transactions that convert outstanding loans and notes into company stock, reducing accrued liabilities. Key conversions include two partitions of a June 26, 2025 secured promissory note with Streeterville Capital (original note principal $5,470,000): a $100,000 partition exchanged for 197,122 common shares (Jan 6, 2026) and a $125,000 partition exchanged for 282,485 common shares (Jan 13, 2026).
• The company also settled a December 4, 2025 business loan from Agile Capital Funding, LLC (original principal $787,500) by issuing 30,240 shares of Series D Convertible Preferred Stock (valued at $7.50 per share), satisfying the loan plus specified payments and fees. The Series D shares must be registered on Form S-1 within 5 business days of the Jan 12, 2026 closing or the number of shares automatically increases by 10%.
• Other corporate items: an amendment with Silverback Capital lowered the conversion "floor price" to $0.51 per share; 1800 Diagonal Lending converted $55,000 of principal into 111,551 common shares (Jan 12, 2026); the company issued press releases on business updates; and management changes include a pay increase and an equity rescission/regrant.

Key Details

• Streeterville exchanges: $100,000 → 197,122 common shares (Jan 6, 2026); $125,000 → 282,485 common shares (Jan 13, 2026). Original secured note dated June 26, 2025 had $5,470,000 principal.
• Agile settlement (Jan 12, 2026): $787,500 loan converted into 30,240 Series D Convertible Preferred shares (valued at $7.50/share); registration on Form S-1 required within 5 business days or issuable shares increase by 10%.
• Executive/compensation changes: COO/President Corey A. Lambrecht’s salary increased to $352,000 per year effective Jan 1, 2026; James T. Porter’s prior restricted award was rescinded and replaced with 100 restricted common shares (fully vested) to address tax concerns.
• Debt conversion by 1800 Diagonal Lending: $55,000 converted into 111,551 common shares (Jan 12, 2026).

Why It Matters

• These transactions materially reduce the company’s reported debt and accrued liabilities by converting obligations into equity, which can improve the balance sheet but also increases share count (dilution) for existing shareholders.
• The Agile registration requirement creates a contingent dilution risk: failure to file the S-1 within 5 business days will increase the number of preferred shares issued by 10%.
• Executive compensation and equity re-grants (COO pay raise, Porter rescission/regrant) are governance items investors watch for management incentives and potential cost impacts.
• Investors should note the specific conversion amounts, new shares issued, and the lowered Silverback conversion floor ($0.51), as these affect potential future dilution and conversion economics.