AMERICAN REBEL HOLDINGS INC 8-K

What Happened
AMERICAN REBEL HOLDINGS, INC. (AREB) filed an 8-K reporting two material actions: (1) the board set and will effect a 1-for-20 reverse stock split of common stock effective 12:00 a.m. ET on February 2, 2026 to help regain Nasdaq minimum bid-price compliance; and (2) the company entered into multiple exchange agreements with Streeterville Capital, LLC to partition and convert portions of a June 26, 2025 secured promissory note into common stock. The company also issued shares to Silverback Capital Corporation under a prior settlement.

Key Details

• Reverse stock split: approved by stockholders (up to 1-for-25) and set by the board at 1-for-20; effective 12:00 a.m. ET on Feb 2, 2026. Trading on Nasdaq expected to begin on a split-adjusted basis at market open on Feb 2. Symbol remains “AREB”; publicly traded warrants remain “AREBW.” New common stock CUSIP: 02919L 802.
• Debt-to-equity exchanges with Streeterville: on Jan 22 and Jan 26, 2026 the company partitioned secured promissory notes totaling $2,242,017.54 ($2,234,400 + $7,617.54) from a $5,470,000 note and exchanged those Partitioned Notes for a total of 7,043,604 shares (7,008,773 + 34,831 shares).
• Silverback share issuances: pursuant to a prior settlement, Silverback Capital Corporation requested issuance of 450,000 shares (approx. $143,437.50) on Jan 21, 2026 and 470,000 shares (approx. $145,700) on Jan 22, 2026.
• Mechanics and effects: no fractional shares will be issued (fractional interests rounded up); no holder of 100+ pre-split shares will be reduced to under 100 shares; the reverse split proportionally adjusts outstanding warrants, options and convertible securities. Securities Transfer Corporation is acting as exchange/pay agent.

Why It Matters
The reverse stock split is a procedural step intended to help AREB meet Nasdaq’s $1.00 minimum bid-price requirement; it does not materially change each holder’s percentage ownership aside from rounding adjustments. The exchanges with Streeterville reduce a portion of the company’s secured note balance by converting about $2.24 million of debt into equity, increasing the outstanding common shares by roughly 7.04 million shares—important for dilution and capitalization considerations. Investors should note both the possible impact on share count and the company’s effort to address listing compliance; for further details, review the filed Exchange Agreement (Exhibit 10.1) and the company press release (Exhibit 99.1).