AMERICAN REBEL HOLDINGS INC 8-K

What Happened American Rebel Holdings Inc (AREB) filed an 8-K reporting two financing transactions in March 2026. On March 9, 2026 the company entered a Securities Purchase Agreement with 1800 Diagonal Lending, LLC and issued a promissory note with a $124,200 principal amount (original issue discount $16,200 and fees $8,000), producing net loan proceeds of $100,000. The Note requires fifteen scheduled payments through June 15, 2027 totaling $147,487 and includes default provisions that, upon an Event of Default, accelerate the Note to an amount equal to 150% of outstanding principal plus accrued interest and default interest at 22% per annum; conversion into restricted common shares at a 25% discount is permitted only upon default and is capped at less than 4.99% of outstanding common stock. The company agreed to reserve at all times a number of common shares equal to four times the number issuable upon conversion of the Note.

On March 12, 2026 the company sold 70,000 shares of Series D Convertible Preferred Stock at $7.50 per share for $525,000 to an accredited investor. In connection with that sale AREB entered into a registration rights agreement under which it agreed to register 350,000 common shares underlying conversion of the Series D preferred. As of March 13, 2026 the company reported 24,798,798 shares of common stock issued and outstanding. The securities were sold in exempt private placements (Section 4(a)(2)/Reg D) and are restricted.

Key Details

• Note with 1800 Diagonal: $124,200 face, $16,200 OID, $8,000 fees → net proceeds $100,000; scheduled repayments total $147,487 through 6/15/2027.
• Default remedies: upon default company owes 150% of outstanding principal + accrued interest + default interest at 22% p.a.; lender may convert unpaid principal into common shares at 25% discount only upon default (capped <4.99%).
• Series D private placement: 70,000 shares at $7.50 = $525,000 received; company agreed to register 350,000 common shares underlying conversion.
• Common shares outstanding: 24,798,798 as of March 13, 2026. All securities are restricted and issued in exempt private transactions.

Why It Matters These transactions provide immediate financing—$100,000 cash from the note (net) and $525,000 from the Series D sale—which increases the company’s liquidity. However, the note carries significant cost and strict default penalties (150% acceleration and 22% default interest) and includes conditional conversion features that could dilute existing shareholders if a default occurs. The registration rights for the Series D mean the 350,000 shares underlying conversion will be registerable for resale, making dilution from that preferred stock more likely if converted. Retail investors should note the new debt and potential sources of dilution disclosed in the filing.