AMERICAN REBEL HOLDINGS INC 8-K

What Happened

• American Rebel Holdings (AREB) filed an 8-K disclosing several financing and corporate actions in mid‑January 2026. On January 15, 2026 the company entered a Securities Purchase Agreement with 1800 Diagonal Lending, LLC for a promissory note with an original principal of $181,700 (net proceeds $150,000 after a $23,700 original-issue discount and $8,000 fees). The Note requires 15 scheduled payments totaling $215,768 and includes default protections and limited conversion rights for the lender.
• The company also completed a debt partition and stock exchange with Streeterville Capital on January 16, 2026: a $115,000 Partitioned Note was created and exchanged for 351,789 shares of common stock. On January 14–15, 2026, 1800 Diagonal converted portions of prior debt into 233,333 shares (conversions of $60,000 and $38,250). On January 20, 2026, Silverback Capital agreed to lower the conversion Floor Price to $0.31 per share.
• Separately, shareholders had previously approved a reverse stock split of up to 1-for-25; the board set the split at 1-for-20, effective 12:00 a.m. ET on February 2, 2026 (ticker remains AREB). The company said it had not received a Nasdaq deficiency notice as of the filing date.

Key Details

• New 1800 Diagonal note: $181,700 face; $23,700 OID + $8,000 fees; net proceeds $150,000; total scheduled payback $215,768.
• Conversion activity: 1800 Diagonal converted $98,250 of prior debt into 233,333 shares (133,333 and 100,000 shares on Jan 14–15, 2026); Streeterville received 351,789 shares for a $115,000 partitioned note.
• Default terms: upon an Event of Default the note becomes due and payable at 150% of outstanding principal + accrued interest + default interest (22% p.a.); lender may convert outstanding principal into restricted shares on default at a 25% discount, capped at <4.99% of outstanding common stock.
• Reverse stock split: 1-for-20 effective Feb 2, 2026; no fractional shares issued (rounded up), trading symbol remains AREB; new CUSIP 02919L 802.

Why It Matters

• These actions change AREB’s capital structure: new short-term debt with steep default remedies, conversions that increase outstanding shares, and a reverse split that reduces share count and raises per-share price.
• For investors, the new note increases near-term cash obligations (scheduled payments through April 2027) and carries high default penalties and potential equity dilution upon default. The Streeterville exchange and recent conversions already increased shares outstanding.
• The 1-for-20 reverse split is aimed at regaining Nasdaq minimum bid-price compliance and will change per‑share metrics (price, shares outstanding) but does not materially change an individual shareholder’s proportional ownership aside from rounding adjustments.