8-KFiled Sep 8, 8:00 PM ET

American Rebel Holdings Inc. Issues Convertible Notes, Closes Lenexa Facility

$AREB · AMERICAN REBEL HOLDINGS INC

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American Rebel Holdings Inc. Issues Convertible Notes, Closes Lenexa Facility

What Happened
American Rebel Holdings Inc. filed an 8‑K on September 9, 2026 reporting that on September 2, 2026 it issued two convertible promissory notes totaling $137,500 in principal (Monroe Street Capital Partners, LP: $82,500; Lambda Ventures LLC: $55,000) to raise net proceeds of $115,000 to support operational consolidation and working capital. The notes carry one‑time interest charges of 15% of principal, mature in 12 months, include monthly amortization payments beginning March 1, 2027, and allow conversion into common stock at a price equal to 75% of the lowest traded price during the five trading days before conversion. The company also confirmed a lease default dispute in Kansas (Oddo Development) with a hearing on September 9, 2026, and announced it will close and surrender the Lenexa facility by September 20, 2026 as part of consolidation plans.

Key Details

  • Notes: Aggregate principal $137,500 (Monroe $82,500; Lambda $55,000). Net cash received: $115,000. One‑time interest charges: Monroe $12,375; Lambda $8,250. Original issue discounts reported: Monroe $7,500; Lambda $5,000. Maturity: 12 months.
  • Conversion/dilution terms: Conversion price = 75% of lowest traded price during the 5 trading days before conversion; holders may deduct $1,750 per conversion notice; holders may convert principal, interest, and even default amounts, including after maturity.
  • Share reserve and commitment shares: Company issued 38,400 restricted shares to Monroe and 25,600 to Lambda; transfer agent instructions reserve 40,000,000 shares for conversion. Each note requires a minimum reserve equal to the greater of 20,000,000 shares or 4× the shares issuable on full conversion.
  • Lease/default and facility closure: Oddo Development filed suit for unpaid rent (filed Feb 2, 2026); Company defaulted under a March 23, 2026 settlement and faces a September 9, 2026 hearing. Company plans orderly shutdown and surrender of the Lenexa, KS premises by Sept 20, 2026 and may wind down American Rebel, Inc. before year end.

Why It Matters
The financing provides short‑term cash to support consolidation and working capital but carries significant dilution and restrictive terms: conversion at 75% of a low recent trading price, a very large share reserve (tens of millions of shares), and the ability for holders to convert even after default or maturity. Monthly amortization and aggressive default penalties (notes accelerate to 150% of outstanding plus default interest up to 22% per year) create meaningful near‑term cash obligations and downside risk if the company cannot meet payments. The lease dispute and planned closure of the Lenexa facility signal continued cost cutting and operational retrenchment; investors should note both the reduced operating footprint and potential legal/settlement exposure.