AMERICAN REBEL HOLDINGS INC 8-K

What Happened

• American Rebel Holdings, Inc. (NASDAQ: AREB) filed an 8‑K disclosing that on April 10, 2026 it entered a two‑year promissory note with a lender for $270,000 gross principal. An original issue discount of $40,500 and guaranteed interest of $40,500 were applied, leaving net proceeds of $189,000. The Note matures on or before April 6, 2028 and includes a $10,000 monitoring fee due on the 150th day after issuance.
• The company also reported multiple exchanges and conversions of preferred stock into common shares in late April 2026, including Streeterville exchanges on April 28–29 and several Series D preferred‑to‑common conversions on April 13, 17 and 27, 2026. The company furnished press releases on April 27 (Nasdaq trading resumption/shareholder update) and April 28 (beer sales results).

Key Details

• Note terms: $270,000 gross principal; $40,500 OID; $40,500 guaranteed interest; net proceeds $189,000; maturity by April 6, 2028; $10,000 monitoring fee due day 150.
• Default/penalties: a “Minor Default” for unpaid monitoring fee (30‑day cure) accelerates amount due to 105% of outstanding principal + accrued interest; any Event of Default makes the Note immediately due at 130% × (outstanding principal + accrued interest + certain conversion amounts). Prepayment option after 150 days requires 135% of principal repaid.
• Conversion and dilution mechanics: after 180 days the lender and company may agree to allow conversion of outstanding principal into Series D Convertible Preferred at $7.50 per share (each Series D convertible into five common shares); Lender limited to receiving less than 4.99% of outstanding common. Company agreed to reserve 36,000 Series D shares and 180,000 common shares as a 3× reserve.
• Equity moves in April 2026: conversions of Series D Preferred into common — Apr 13: 66,448 → 332,240 common; Apr 17: 69,750 → 348,750 common; Apr 27: 183,553 → 917,765 common. Streeterville exchanges: Apr 28 exchange of 445.5 Series E → 405,000 common ($445,500) and Apr 29 exchange of 120 Series E → 202,702 common ($120,000). SCC requested 200,000 common shares April 28 under a settlement (≈ $75,000).

Why It Matters

• Cash and short‑term financing: the company received $189,000 in net cash from the Note, providing near‑term liquidity but with creditor‑friendly terms (high make‑whole and default premiums and a $10,000 monitoring fee).
• Potential dilution and share count changes: multiple preferred conversions and exchanges in April materially increased common shares outstanding (hundreds of thousands of shares issued). The Note also contains a possible conversion path after 180 days that could further increase shares, though the lender’s conversion is capped at <4.99% of outstanding common and the company reserved shares to cover potential conversions.
• Investor focus: watch the company’s future cash needs (ability to repay or prepay the Note under costly premiums), any further conversions or exchanges that dilute existing holders, and updates tied to the company’s Nasdaq trading resumption and operational announcements.