AMERICAN REBEL HOLDINGS INC 8-K

What Happened

• American Rebel Holdings, Inc. (AREB) filed an 8-K describing several financing and conversion transactions in July 2026. On July 6, 2026 AREB borrowed $124,200 from 1800 Diagonal Lending, LLC evidenced by a note with an original issue discount of $16,200 and $8,000 in fees so net proceeds were $100,000; total scheduled payback is $147,487 across ten payments from Dec 30, 2026 to Sep 30, 2027. The 1800 note contains default penalties (payment equal to 150% of outstanding principal plus accrued interest and default interest at 22% per year) and conversion rights on default at a 25% discount, limited to less than 4.99% of outstanding common stock.
• AREB also completed note exchange transactions with Streeterville Capital (July 2 and July 15, 2026) that partitioned two secured promissory notes of $175,000 and $155,000 and exchanged those Partitioned Notes for 652,254 and 1,000,000 common shares, respectively. Separately, a previously issued Streeterville secured convertible note (original principal $6,235,000 on July 10, 2025) remains outstanding with a $5.0M deposit held in a controlled account (DACA); that note carries a 10% interest rate, original issue discount and fees, prepayment at 120% of amount prepaid, and triggers that can increase the outstanding balance by 15% per occurrence (up to 3 times) and raise post-default interest up to 18% per year.
• On July 13, 2026 AREB exchanged a December 2025 Agile Capital term loan (original principal $787,500) for 1,069,710 shares of common stock valued at $0.1725 per share, fully satisfying the loan balance. The filing also discloses several unregistered share issuances in late June/early July 2026, including 188,500 shares to President/COO Corey Lambrecht (conversion of Series A preferred), 1,350,000 shares to Silverback Capital Corporation (approx. $72,900), and 652,254 shares issued to Streeterville pursuant to the exchanges.

Key Details

• 1800 Diagonal loan: $124,200 principal; $16,200 OID + $8,000 fees; net proceeds $100,000; scheduled repayments total $147,487 across 10 payments (Dec 2026–Sep 2027). Default remedies include 150% payoff + 22% default interest; conversion on default at 25% discount capped <4.99% of shares.
• Streeterville transactions: Partitioned notes of $175,000 and $155,000 exchanged for 652,254 and 1,000,000 shares. Earlier Streeterville note (Jul 10, 2025) principal $6,235,000 with $5,000,000 held in DACA; 10% interest; prepayment penalty (120% of prepaid portion); trigger increases of 15% (up to 3x) and higher post-default interest (up to 18%).
• Agile exchange: $787,500 loan converted to 1,069,710 shares at $0.1725/share, extinguishing the loan.
• Stock issuances: 188,500 shares to an executive (Lambrecht), ~1.35M shares to Silverback, and 652,254 shares to Streeterville were issued in late June/early July 2026.

Why It Matters

• Cash vs. equity impact: AREB took on a small new cash loan ($100k net) with substantial scheduled repayments and harsh default penalties, while converting or exchanging larger outstanding debts into equity (Agile and Streeterville exchanges). Converting debt to stock reduces cash obligations but increases share count and dilutes existing shareholders.
• Secured funds and covenants: The large Streeterville facility includes $5M held under a DACA and broad covenants restricting issuance of certain convertible securities, which may limit AREB’s ability to raise similar financing without lender consent.
• Default risk and costs: Several notes contain steep default remedies (150% payoff, trigger-based balance increases, and high default interest rates), which pose material financial risk if AREB cannot meet payment or covenant obligations.