AMERICAN REBEL HOLDINGS INC 8-K

What Happened
American Rebel Holdings, Inc. (AREB) reported that on February 4, 2026 Nasdaq’s Listing Qualifications staff determined the company failed to maintain the minimum $1.00 bid price for 30 consecutive business days and—because the company has completed multiple reverse stock splits—was not eligible for a cure period. Nasdaq notified the company it will delist the company’s common stock (AREB) and publicly traded warrants (AREBW) at the opening of business on February 13, 2026 unless the company requested a hearing by February 11, 2026; the board elected not to request a hearing. The company expects its shares, if suspended, would be eligible for quotation on the OTCID market under the symbol AREB and says it intends to apply to trade on the OTCQB, though approval is not guaranteed.

Key Details

• Nasdaq notice received: February 4, 2026; delisting effective at open of business February 13, 2026 unless appealed by February 11, 2026. Board chose not to request a hearing.
• Reverse splits (cumulative 1‑for‑90,000): 1‑for‑9 on Oct 2, 2024; 1‑for‑25 on Mar 31, 2025; 1‑for‑20 on Oct 3, 2025; and 1‑for‑20 on Feb 2, 2026 — basis for Nasdaq denying a compliance period.
• Recent equity activity (unregistered): Series D conversions on Feb 5–9, 2026 converted into a total of 659,670 common shares (270,000; 214,670; 175,000). Silverback Capital Corporation requested issuance of 572,500 common shares across Feb 5–9, 2026 representing aggregate payments of roughly $452,576 (per filings: ~$229,814.20; ~$111,567.00; ~$111,195.11).
• All these equity issuances/conversions were claimed exempt from registration (Section 4(a)(2) and/or Regulation D) and the resulting shares are restricted.

Why It Matters
A Nasdaq delisting is material for shareholders because it typically reduces liquidity and may lower share price; trading on OTC markets often results in wider bid/ask spreads and less visibility. The company’s recent conversions and requested issuances increase the number of common shares outstanding (the filing lists over 1.2 million shares converted/ requested across the reported transactions), which can affect existing holders’ percentage ownership. The newly issued shares are restricted (not freely tradable) unless registered or sold under an exemption. Investors should be aware of the timing (delisting effective Feb 13, 2026 absent appeal) and the company’s intention to seek OTC trading, but there is no assurance of OTCQB approval.