American Rebel Holdings Inc. Announces $135K Convertible Note Financing

What Happened

• American Rebel Holdings Inc. (filed 8-K Aug 7, 2026) entered a Securities Purchase Agreement with GS Capital Partners, LLC on July 31, 2026 and issued a $135,000 convertible promissory note. The note carries an original issue discount of $13,500, producing net proceeds of $121,500 before about $5,000 of legal/transaction expenses. The note matures July 13, 2027 unless earlier converted or repaid.
• The company issued 59,000 shares of common stock to GS Capital as a commitment fee (issued Aug 5, 2026, valued at $0.20 per share). Separately, on Aug 6, 2026 Silverback Capital Corporation requested issuance of 500,000 shares representing a payment of about $65,700.

Key Details

• Note principal: $135,000 with original issue discount $13,500 (net proceeds $121,500 before ≈$5,000 expenses).
• Repayment schedule: seven principal installments of $22,178.57 each, beginning on the 181st day after the July 31, 2026 issue date and monthly thereafter. Maturity July 13, 2027.
• Conversion terms: convertible into common stock at a price equal to 75% of the lowest trading price of the company’s common stock during the five trading days prior to conversion (subject to adjustment).
• Stock impact: 59,000 shares issued as a commitment fee; the company agreed to reserve up to an estimated 3,701,799 shares for issuance upon conversion of the note.

Why It Matters

• This transaction provides short-term cash (~$121.5k before expenses) but creates a financial obligation with scheduled principal installments starting about six months after issuance.
• The conversion feature (75% of a recent low price) and the commitment fee share issuance increase potential dilution for existing shareholders if the note is converted.
• Investors should watch for future conversions, additional share issuances, and the company’s use of the proceeds, as these affect liquidity and share count.