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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-41267

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

nevada

47-3892903

State or other jurisdiction

of incorporation or organization

(I.R.S. Employer

Identification No.)

5115 Maryland Way, Suite 303 Brentwood, Tennessee		37027
218 3rd Avenue North, #400 Nashville, Tennessee		37201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 267-3235

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AREB	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	AREBW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $28,~~015~~647,~~112~~718.3994 on June 30, ~~2024~~2025 based on the closing price per common share of $0504.~~349~~00 on that date.

The number of shares of the registrant’s common stock issued and outstanding as of ~~April~~March 830, ~~2025~~2026, was 1233,~~026,767~~366 shares.

Documents incorporated by reference: None

AMERICAN REBEL HOLDINGS, INC.

TABLE OF CONTENTS

PART I
ITEM 1.	Business	4	4
ITEM 1A.	Risk Factors	15	11
ITEM 1B.	Unresolved Staff Comments	36	32
ITEM 2.	Properties	37	34
ITEM 3.	Legal Proceedings	38	34
ITEM 4.	Mine Safety Disclosures	38	34
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	39	35
ITEM 6.	[Reserved]	44	39
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45	39
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	51	47
ITEM 8.	Financial Statements and Supplementary Data	52	48
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53	49
ITEM 9A.	Controls and Procedures	53	49
ITEM 9B.	Other Information	54	50
ITEM 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	54	52
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance	55	53
ITEM 11.	Executive Compensation	60	58
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64	63
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	65	65
ITEM 14.	Principal Accountant Fees and Services	67	67
PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	68	68
ITEM 16.	Form 10-K Summary	71	70
SIGNATURES		72	71
CERTIFICATIONS

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (“Annual Report” or “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “may,” “could,” “should,” “anticipate,” “expect,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “believe,” “foresee,” “outlook,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

● the risks and other factors described under the caption “Risk Factors” under Item 1A of this Annual Report on Form 10-K; ● our ability to efficiently manage and repay our debt obligations; ● our ability to maintain compliance with the continued listing standards of Nasdaq; ● the effect of new tariffs on our business and financial condition; ● risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures; ● our failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further, material adverse consequences to our business, our financial condition, results of operations and our cash flows; ● the outcome of current litigation; ● future acquisitions and operations of new manufacturing facilities and/or sales organizations might prove unsuccessful and could fail; ● our inability to raise additional financing for working capital, especially related to purchasing critical inventory; ● our ability to generate sufficient revenue in our targeted markets to support operations; ● significant dilution resulting from our financing activities: ● actions and initiatives taken by both current and potential competitors; ● shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations; ● we do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs; ● our success depends on our ability to introduce new products that track customer preferences; ● if we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights; ● as a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage, we depend on the availability and regulation of ammunition and firearm storage; ● our future operating results; ● our ability to diversify our operations; ● our inability to effectively meet our short- and long-term obligations; ● the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; ● given our limited corporate history, it is difficult to evaluate our business and future prospects and increases the risks associated with an investment in our securities; ● adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; ● changes in generally accepted accounting principles in the United States (or “U.S. GAAP”) or in the legal, regulatory and legislative environments in the markets in which we operate; ● deterioration in general or global economic, market and political conditions; ● inability to efficiently manage our operations; ● inability to achieve future operating results; ● the unavailability of funds for capital expenditures; ● our ability to recruit and hire key employees; ● the inability of management to effectively implement our strategies and business plans; ● our business prospects; ● any contractual arrangements and relationships with third parties; ● the dependence of our future success on the general economy; ● any possible financings; and ● the adequacy of our cash resources and working capital.

Because the factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

This Annual Report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this Annual Report are made as of the date of this Annual Report and should be evaluated with consideration of any changes occurring after the date of this Annual Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as otherwise indicated by the context, references in this Annual Report to “Company,” “American Rebel Holdings,” “American Rebel,” “we,” “us” and “our” are references to American Rebel Holdings, Inc. and its operating subsidiaries, American Rebel Beverages, LLC, American Rebel, Inc., Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, ~~and~~ Champion Safe De Mexico, S.A. de C.V. and American Rebel Licensing NIL I, Inc. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.

AVAILABLE INFORMATION

We file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our Annual Report to security holders, including audited financial statements, at no charge, upon receipt of a written request to us at American Rebel Holdings, Inc., ~~5115~~218 ~~Maryland~~3rd ~~Way~~Avenue North, ~~Suite 303~~#400, ~~Brentwood~~Nashville, Tennessee ~~37027~~37201.

PART I

ITEM 1. BUSINESS

Recent Development and Events

~~Introduction~~Minority ofInterest ~~American Rebel Beer~~Agreements

OnDuring ~~August 9, 2023,~~ the ~~Company~~year ~~entered~~ended ~~into~~December ~~a Master Brewing Agreement with Associated Brewing. Under the terms of the Brewing Agreement~~31, ~~Associated~~ ~~Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits~~2025, ~~with~~we ~~the~~entered ~~initial~~into ~~product being~~multiple ~~American~~agreements ~~Rebel Light Beer. American Rebel Light Beer launched regionally in mid-2024. The Company paid a setup fee and security deposit~~ to ~~Associated~~acquire ~~Brewing.~~minority Inownership ~~late~~interests ~~2023, the Company established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold the alcohol licenses~~ and ~~operate~~other ~~the~~assets ~~beer~~from ~~business~~certain entities.

~~Corporate Summary~~Sydona Enterprises, LLC, d/b/a Schmitty’s

~~American~~On ~~Rebel~~September ~~Holdings~~2, ~~Inc.~~2025, ~~was~~we ~~incorporated~~executed ona ~~December~~Membership 15Interest Purchase Agreement with Sydona Enterprises, ~~2014~~LLC, d/b/a Schmitty’s, acquiring a 19.01% ownership interest in Schmitty’s. The consideration for this acquisition included the ~~State~~issuance of ~~Nevada~~11 shares of common stock and isprefunded ~~authorized~~warrants to ~~issue~~purchase ~~600,000,000~~an additional 30 shares of common stock at $0.~~001 par~~01 per share. The total value ~~common~~of ~~stock~~the ~~(“Common~~transaction was ~~Stock”)~~approximately ~~and~~$1.99 10million. This strategic investment positions American Rebel to leverage Schmitty’s established presence in the smokeless market,~~000,000~~ ~~shares~~aligning ofwith the Company’s expansion into the $010 billion smokeless category.~~001~~ ~~par~~The ~~value~~partnership ~~preferred~~aims ~~stock~~to enhance (Schmitty’s retail distribution and explore licensing opportunities under the “~~Preferred~~America’s ~~Stock~~Patriotic Brand”) umbrella.

~~The~~RAEK ~~Company operates primarily as a designer~~Data, ~~manufacturer and marketer of branded safes and personal security and self-defense products~~LLC. ~~Additionally, the Company designs and produces branded apparel and accessories.~~

WeOn ~~believe~~September ~~that~~30, ~~when~~2025, itwe ~~comes~~entered tointo ~~their~~a ~~homes,~~Membership ~~consumers~~Interest ~~place~~Purchase aAgreement ~~premium~~with onRAEK ~~their~~Data, ~~security~~LLC ~~and~~to ~~privacy.~~acquire ~~Our~~a ~~products~~minority ~~are~~membership ~~designed~~interest in the entity. Pursuant to ~~offer our~~the ~~customers~~agreement, ~~convenient~~we issued 200,000 ~~efficient~~shares ~~and~~of ~~secure~~Series ~~home~~D ~~and~~Convertible ~~personal~~Preferred ~~safes~~Stock ~~from~~to aRAEK ~~provider~~Data, ~~that~~LLC ~~they~~in ~~can~~exchange for ~~trust~~its ownership interest. WeThe ~~are~~shares ~~committed~~were toissued ~~offering products~~at a stated value of ~~enduring~~$7.50 ~~quality~~per ~~that~~share, ~~allow~~resulting ~~customers~~in toan ~~keep~~aggregate ~~their~~transaction ~~valuable~~value of ~~belongings~~$1,500,000. ~~protected~~This ~~and~~transaction towas ~~express~~accounted ~~their~~for ~~patriotism~~as ~~and~~an ~~style~~equity acquisition, with the acquired interest recorded at fair ~~which~~value ison ~~synonymous~~the ~~with~~acquisition date. The acquisition provides the ~~American~~Company ~~Rebel~~with ~~brand~~additional operational influence.

~~Our~~On ~~safes~~December ~~and~~26, ~~personal~~2025, ~~security~~the ~~products~~Company ~~are~~exercised ~~constructed~~its ~~primarily~~option to purchase additional membership interests of URAEK pursuant to Section 1.S.06 ~~made~~of ~~steel~~that certain Minority Membership Interest Purchase Agreement. WeThe ~~believe~~Company ~~our~~purchased ~~products~~from ~~are~~RAEK ~~designed~~additional tomembership ~~safely~~interests ~~store~~in RAEK equal ~~firearms,~~to asa ~~well~~fully asdiluted ~~store~~ownership ~~our~~interest ~~customers’~~percentage ~~priceless~~of ~~keepsakes,~~two ~~family~~percent ~~heirlooms~~2.0% ~~and~~(the ~~treasured~~“Additional ~~memories~~Interests”). ~~and~~The ~~other~~purchase ~~valuables,~~price ~~and~~for wethe ~~aim~~Additional toInterests ~~make~~was ~~our~~$1,000,000 ~~products~~(the ~~accessible~~“Option atPurchase ~~various~~Price”). ~~price~~The ~~points~~Company ~~for~~paid ~~home~~the ~~and~~Option ~~office~~Purchase ~~use.~~Price Wein ~~believe~~shares of ~~our~~its ~~products~~Series ~~are~~D ~~designed~~Convertible ~~for~~Preferred ~~safety~~Stock, with a stated value of $7.50 per share. Based on such stated value, the Company delivered ~~quality~~133,334 ~~reliability~~shares of Series D Preferred (aggregate stated value $1,000,005), ~~features~~the ~~and~~additional ~~performance~~$5.00 shall be documented as an administrative fee for the transaction.

To218 ~~enhance~~3rd ~~the~~Avenue ~~strength~~Asset of our brand and drive product demand, our manufacturing facilities and various suppliers emphasize product quality and mechanical development in order to improve the performance and affordability of our products while providing support to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.Acquisition

WeOn ~~believe~~August ~~that~~19, ~~safes~~2025, ~~are~~we ~~becoming~~entered into a ~~‘must-have~~Purchase ~~appliance’~~and inSale Agreement with 218 LLC (the “Seller”) for the sale of an approximately 20,829 square foot four story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee 37201 (“218 3rd Avenue”) for a ~~significant~~sale ~~portion~~price of ~~households~~$14.1 Wemillion. ~~believe~~On ~~our~~September ~~current~~15, ~~safes~~2025, we entered into a mutual termination agreement of the Purchase ~~provide~~Agreement. ~~safety,~~On ~~security~~the same day, ~~style~~we ~~and~~entered ~~peace~~into a membership interest purchase agreement (the “MIPA”) to purchase all of ~~mind~~the outstanding atmembership ~~competitive~~interests ~~prices~~in 218 3rd Avenue.

InWe ~~addition~~have agreed to ~~branded~~pay ~~safes~~Seller $14,100,000, wethe ~~offer~~appraised anvalue ~~assortment~~ of ~~personal~~218 ~~security~~3rd ~~products~~Avenue, asfor ~~well~~all asof ~~apparel~~the ~~and~~ownership ~~accessories~~interests ~~for~~in ~~men~~the ~~and women~~Seller ~~under~~in ~~the~~tranches ~~Company’s~~over ~~American~~twelve ~~Rebel brand~~months. ~~Our~~Upon ~~backpacks~~execution ~~utilize~~of ~~what~~the ~~we believe is a distinctive sandwich-method concealment pocket~~MIPA, ~~which~~ we ~~refer~~authorized tothe asissuance ~~Personal~~of ~~Protection Pocket~~280,000 toshares ~~hold~~of ~~firearms~~Series inD ~~place~~Convertible ~~securely~~Preferred Stock, ~~and~~valued ~~safely.~~at ~~The concealment pockets on our Freedom 3~~$7.050 ~~Concealed~~per ~~Carry~~share ~~Jackets~~($2,100,000 ~~incorporate~~in avalue), ~~silent~~for ~~operation~~the ~~opening~~purchase ~~and~~of ~~closing~~30% ~~with~~of the ~~use~~outstanding ofmembership ainterests ~~magnetic~~in ~~closure~~the Seller.

We believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in part through our Chief Executive Officer, Charles A. “Andy” Ross, who has written, recorded and performs a number of songs about the American spirit of independence. We believe our customers identify with the values expressed by our Chief Executive Officer through the “American Rebel” brand.

Through our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including our website.

~~American~~Further, ~~Rebel~~we isshall ~~boldly~~pay ~~positioning~~the ~~itself~~Seller as$300,000 ~~“America’s~~of ~~Patriotic~~the ~~Brand”~~purchase price in athree ~~time~~non-refundable ~~when~~$100,000 ~~national~~installments; ~~spirit~~the ~~and~~first ~~American~~installment ~~values~~shall be ~~are~~payable ~~being~~15 ~~rekindled~~days ~~and~~following ~~redefined.~~execution ~~American~~of ~~Rebel is an advocate for~~ the ~~2nd~~MIPA ~~Amendment~~ and ~~conveys~~shall apurchase ~~sense~~an ofadditional ~~responsibility~~1% ~~to teach and preach good common practices~~ of ~~gun~~the ~~ownership.~~outstanding ~~American~~membership ~~Rebel~~interests ~~products~~in ~~keep you concealed and safe inside and outside~~ the ~~home. American~~Seller; ~~Rebel~~the ~~Safes~~second ~~protect~~installment ~~your~~shall ~~firearms~~be ~~and~~payable ~~valuables~~45 ~~from~~days ~~children,~~following ~~theft,~~execution ~~fire~~of ~~and natural disasters inside~~ the ~~home;~~Agreement and ~~American~~shall ~~Rebel Concealed~~purchase ~~Carry~~an ~~Products~~additional ~~provide~~1% ~~quick~~of ~~and~~the ~~easy~~outstanding membership ~~access~~interests ~~to your firearm utilizing American Rebel’s Proprietary Protection Pocket~~ in ~~its~~the ~~backpacks~~Seller; and ~~apparel outside~~ the ~~home.~~third ~~The~~installment ~~initial~~shall ~~company~~be ~~product~~payable ~~releases~~75 ~~embrace~~days ~~the~~following ~~“concealed~~execution ~~carry~~of ~~lifestyle” with~~the aAgreement ~~focus on concealed carry products, apparel, personal security~~ and ~~defense. “There’s a growing need to know how to~~shall ~~protect~~purchase ~~yourself,~~an ~~your~~additional ~~family,~~1% ~~your neighbors or even a room full~~ of ~~total~~the ~~strangers,”~~outstanding ~~says~~membership ~~American~~interests ~~Rebel’s Chief Executive Officer Andy Ross. “That need is~~ in the ~~forethought of every product we design~~Seller.”

~~The~~In ~~“concealed~~addition, ~~carry~~we ~~lifestyle”~~executed ~~refers to~~ a ~~set~~12-month, of6% ~~products~~per ~~and~~annum apromissory ~~set~~note ofin ~~ideas~~the ~~around~~amount of the ~~emotional~~$11,700,000 ~~decision~~payable to ~~carry~~the ~~a gun everywhere you go~~Seller. ~~The~~Seller ~~American~~may, ~~Rebel~~from time ~~brand~~to ~~strategy~~time, isconvert ~~similar~~a toportion ~~the~~of ~~successful~~principal ~~Harley-Davidson~~and ~~Motorcycle~~interest ~~philosophy,~~under ~~referenced~~the inNote ~~this~~into ~~quote from~~tranches ~~Richard~~of ~~F. Teerlink~~200,000 ~~Harley’s~~shares ~~chairman~~of ~~and~~the ~~former chief executive, “It~~Company’s ~~not~~Series D ~~hardware;~~Convertible itPreferred isStock a(valued ~~lifestyle~~at $1,500,000) anand ~~emotional attachment.~~simultaneously ~~That’s~~convert ~~what~~such wepreferred ~~have~~stock tointo ~~keep~~1,000,000 ~~marketing~~shares ~~to.”~~of AsCommon Stock anand ~~American~~then ~~icon,~~sell ~~Harley~~such ~~has come to symbolize freedom~~shares, ~~rugged individualism,~~or ~~excitement~~in ~~and~~other aamounts ~~sense~~that ofdo ~~“bad~~not ~~boy~~exceed ~~rebellion~~a 4.”99% ~~American~~beneficial ~~Rebel~~ownership, –and ~~America’s~~apply ~~Patriotic~~the ~~Brand~~proceeds ~~has~~towards ~~significant~~the ~~potential~~principal ~~for~~and ~~branded~~interest ~~products~~of asthe aNote. ~~lifestyle~~Each ~~brand.~~conversion ~~Its~~shall ~~innovative~~purchase ~~Concealed~~an ~~Carry~~additional ~~Product~~1% ~~line~~ownership ~~and~~interest ~~Safe~~in ~~line~~Seller. ~~serve~~We aagreed ~~large~~to issue ~~and~~to ~~growing~~Seller ~~market~~an ~~segment;~~additional ~~but~~18,800 itshares isof ~~important~~Series toD ~~note~~Convertible wePreferred ~~have~~Stock, ~~product~~valued ~~opportunities~~at ~~beyond~~$141,000, ~~Concealed~~as ~~Carry~~a ~~Products~~convenience ~~and Safes~~fee.

~~American~~Damon ~~Rebel~~Note ~~Safes~~Purchase Agreement

~~Keeping~~On ~~your~~August ~~guns~~22, in2025, ~~a location only appropriate trusted members of~~ the ~~household~~Company ~~can~~entered ~~access~~into ~~should~~a benote ~~one~~purchase ofagreement (the ~~top~~“NPA”) ~~priorities~~with ~~for~~Streeterville ~~every~~Capital, ~~responsible gun~~LLC, ~~owner. Whenever~~ a ~~new~~Utah ~~firearm~~limited liability iscompany ~~purchased~~(“Streeterville”), ~~the owner should look~~ for athe ~~way~~purchase toby ~~store and secure it. Storing~~ the ~~firearm~~Company inof a ~~gun safe~~portion ~~will~~of ~~prevent~~a itcertain ~~from~~$6,470,000 ~~being~~secured ~~misused~~promissory note bydated ~~young~~June ~~household members~~26, ~~and~~2024 it(the ~~will~~“Damon ~~prevent~~Note”) itin ~~from~~Damon, ~~being~~Inc., ~~stolen in~~ a ~~burglary~~British orColumbia ~~damaged in~~corporation a(“Damon”) ~~fire~~held orby Streeterville. ~~natural~~Damon ~~disaster.~~is ~~Gun~~a ~~safes~~public ~~may~~company, ~~seem~~registered ~~pricy~~as ata ~~first~~foreign ~~glance,~~private ~~but~~issuer ~~once~~with the ~~consumer~~SEC, iswith ~~educated~~its oncommon ~~their~~shares ~~role~~traded toon ~~protect~~the ~~expensive~~OTCID ~~firearms~~Basic ~~and~~Market ~~other~~under ~~valuables such as jewelry and important documents,~~ the ~~price~~symbol ~~is justified~~“DMNIF”.

~~American~~Upon ~~Rebel~~the ~~produces~~terms ~~large~~and ~~floor~~conditions ~~safes~~set forth in athe ~~variety~~NPA, ofStreeterville ~~sizes~~sold, astransferred ~~well~~and asassigned ~~small~~to ~~portable~~the ~~keyed~~Company, ~~safes.~~and ~~Additional~~the ~~opportunities~~Company ~~exist~~agreed to purchase from Streeterville, $2,000,000 of the Damon Note in consideration for the issuance to Streeterville of 2,000 shares of the Company’s newly authorized Series E Preferred Stock, par value $0.001 per share. In the event the Company’s common stock is ever delisted from Nasdaq, Streeterville will have the right to ~~develop~~repurchase ~~Wall~~the ~~Safes~~portion ~~and~~of ~~Handgun~~the ~~Boxes~~purchased Damon Note from the Company in exchange for cancellation of the shares of Series E Preferred Stock.

~~Reasons~~The ~~gun~~Damon ~~owners~~Note ~~should~~is ~~own~~secured aby ~~gun~~certain ~~safe:~~collateral of Damon as set forth in the transaction documents between Streeterville and Damon. The Company and Streeterville agreed that the security interest held in the collateral by Streeterville will be held pari passu for benefit of both parties. Any and all rights, benefits and proceeds of the collateral will be shared pro rata by the Company and Streeterville (based on the then-outstanding balances of the Damon Note and the portion of the Damon Note purchased by the Company). Any decision regarding when, how and whether to pursue collections or other actions against Damon will be determined by Streeterville in consultation with the Company. The Company covenanted and agreed that it will not pursue any collections or other action against Damon without Streeterville’s consent.

● If you are a gun owner and you have children, many states have a law in place that you have to have your gun locked in a safe, away from children. This will prevent your children from getting the gun and hurting themselves or someone else. ● Some states have a law in place that you have to keep your gun locked away when it is not in use even if you don’t have children in your home. California has a law that you have to have your gun locked in a firearms safety device that is considered safe by the California Department of Justice (DOJ). When you buy a safe, you should see if it has approval from the California DOJ. ● Many gun owners own more guns than insurance will cover. Many insurance companies only cover $3,000 worth of guns. Are your weapons worth more? If so, you should invest in a gun safe to make sure your guns are protected from fire, water, and thieves. ● Many insurance companies may give you a discount if you own a gun safe. If you own a gun safe or you purchase one, you should see if your insurance company is one that offers a discount for this. A safe can protect your guns and possibly save you money. ● Do people know you own guns? You might not know that many burglaries are carried out by people they know. ● If a person you know breaks into your home, steals your gun, and murders someone you could be charged with a crime you didn’t commit, or the victim’s family could sue you. ● Gun safes can protect your guns in the event your home goes up in flames. When buying a safe, you should see if it will protect your firearm or any other valuables from fire damage. ● You might be the type of person that has a gun in your home for protection. A gun locked in a safe can still offer you protection. There are quick access gun safes on the market. With a quick access gun safe, you can still retrieve your gun in a few seconds, but when it isn’t needed it will be protected.

AExpansion ~~gun~~into ~~safe~~New isBusiness the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents. Bills or ballot measures to require safe storage have been discussed in Delaware, Washington, Oregon, Missouri and Virginia; and various laws are on the books in California and Massachusetts. Even a figure as staunchly pro-gun as Texas’s Republican lieutenant governor, Dan Patrick, called on gun-owning parents to lock up their weapons after the Santa Fe shooting. The gun safe industry is experiencing rapid growth and innovation. American Rebel Chief Executive Officer Andy Ross and the rest of the American Rebel team are committed to fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes.Categories

~~Our~~Expanding ~~Competitive~~Scope ~~Strengths~~of Operations Activities by Brand Licensing

WeFurther, we believe that American Rebel has significant potential for branded products as a lifestyle brand. As the American Rebel Brand continues to grow in popularity, we ~~are~~anticipate ~~progressing~~generating ~~toward~~additional ~~long~~revenues from licensing fees earned from third parties who wish to engage the American Rebel community. Along these lines, in February of 2026 we formed a new wholly-~~term~~owned subsidiary, ~~sustainable~~American Rebel ~~growth~~Licensing NIL I, Inc., to pursue licensing opportunities in fiscal 2026. While the Company does not currently generate material revenues from licensing fees, our management team believes the American Rebel brand name may in the future have significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example, a tool manufacturer that wants to pursue an alternative marketing plan for a different look and feel could license the American Rebel brand name for their line of tools and market their tools under our ~~business~~distinct brand. This licensee would benefit from the strong American Rebel brand with their second line of American Rebel branded tools as they would continue to sell both of the lines of tools. Conversely, American Rebel could potentially benefit as a licensee of products. If American Rebel determines a third party has designed, engineered, and ~~our~~manufactured ~~future~~a ~~success~~product ~~will~~that would be ~~driven~~a ~~by,~~strong addition to the American Rebel ~~following~~catalog ~~competitive~~of ~~strengths:~~products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.

●Corporate Powerful Brand Identity – we believe we have developed a distinctive brand that sets us apart from our competitors. This has contributed significantly to the success of our business. Our brand is predicated on patriotism and quintessential American character: protecting our loved ones. We strive to equip our safes with technologically advanced features that offer customers advanced security to provide the peace of mind they need. Maintaining, protecting and enhancing the “American Rebel” brand is critical to expanding our loyal enthusiasts base, network of dealers and other partners. Through our branded apparel and accessories, we seek to further enhance our connection with the American Rebel community and share the values of patriotism and safety for which our Company stands for. We strive to continue to meet their need for our safes and our success will depend largely on our ability to maintain customer trust, become a gun safe storage leader and continue to provide high-quality safes.Summary

●American ~~Product~~Rebel ~~Design~~Holdings, ~~and~~Inc. ~~Development~~was –incorporated ~~our current safe model relies~~ on ~~time-tested~~December ~~features~~15, ~~such as Four-Way Active Boltworks~~2014, ~~pinning~~ in the ~~door~~State ~~shut~~of onNevada ~~all~~and ~~four~~is ~~sides~~authorized ~~(compared~~ to ~~Three-Way~~issue ~~Bolt works~~600, ~~which is prevalent in many of our competitors’ safes)~~000,000 ~~and~~shares ~~benefits that would not often be available in our price point, including 12-gauge and heavier US-made steel. The sleek exterior~~ of ~~our safes has~~$0.001 ~~garnered~~par ~~attention~~value ~~and~~common ~~earned~~stock ~~the moniker from our dealers as the~~ (“~~safe~~Common ~~with an attitude.~~Stock”) ~~When~~and ~~we set out to enter the safe market~~10, ~~we wanted to offer a safe that we would want to buy~~000,000 ~~one~~shares ~~that~~of ~~would~~$0.001 ~~get~~par ~~our attention and provide excellent~~ value ~~for~~preferred ~~the~~stock ~~cost~~(“Preferred Stock”).

●The Company is setting out to establish itself as ~~Focus~~“America’s onPatriotic ~~Product~~Brand.” ~~Performance~~American -Rebel ~~since~~is ~~the~~a ~~introduction~~lifestyle ofbrand that we believe presents our ~~first~~customers ~~safes,~~the weopportunity to ~~have~~express ~~maintained~~their avalues ~~singular~~with ~~focus~~the onproducts ~~creating~~they abuy. ~~full~~We ~~range of~~currently ~~safe,~~operate ~~quality~~primarily as a designer, ~~reliable~~manufacturer and marketer of branded safes ~~that~~and ~~were~~personal ~~designed~~security toand ~~help~~self-defense ~~our~~products. ~~customers~~American ~~keep~~Rebel ~~their~~acquired ~~family~~Champion Safe Company, Inc., a Utah corporation (“Champion Safe”), and ~~valuables~~its ~~safe~~associated atentities ~~all~~on ~~times~~July 29, 2022. WeThis ~~incorporate advanced~~acquisition ~~features~~dramatically ~~into~~grew ~~our~~the ~~safes~~Company’s ~~that~~revenues ~~are~~and ~~designed~~built a solid base to ~~improve~~position ~~strength~~the ~~and~~Company ~~durability~~for future growth. ~~Key~~Additionally, ~~elements~~the ofCompany ~~some~~designs ofand ~~our~~produces ~~current~~branded ~~model~~apparel ~~safes’ performance~~and ~~include:~~accessories.

~~Double~~On August 9, 2023, the Company entered into a Master ~~Plate~~Brewing ~~Steel~~Agreement ~~Door~~(the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being American Rebel Light Beer (“American Rebel Light”). The beer industry in the United States is a more than $110 billion dollar market. American Rebel Light is America’s Patriotic, God-Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground Beer. Since its launch in September 2024, American Rebel Light has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia and Mississippi. American Rebel Light is a Premium Domestic Light Lager Beer – all-natural, crisp, clean and bold with a lighter feel. At approximately 100 calories, 3.2 carbohydrates, and 4.3% ½”alcoholic ~~Thick~~content per 12 oz serving, it delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s brewed without added supplements and doesn’t contain corn, rice, or other sweeteners typically found in mass-produced beers.

~~Reinforced~~We believe American Rebel is boldly positioning itself ~~Door~~as ~~Edge~~“America’s –Patriotic ~~7/16~~Brand” ~~Thick~~in a time when national spirit and American values are being rekindled and redefined. The typical American Rebel customer loves their family, their country and their community. We believe the time is right for American Rebel Light, we believe we have the right expertise, and we believe we have the right brand. We believe recent trends have revealed that beer consumers want to express their values through their choice of beer. We believe that American Rebel Light will have a receptive target audience for our product. American Rebel Light was the first product introduced on a regional basis. Consumers have been registering their email addresses at www.AmericanRebelBeer.com to be notified when American Rebel Light is available in their local market. In February of 2025, we began offering American Rebel Light online in 40 US States through our website.

~~Double-Steel~~Our safes have an established legacy of quality and ~~Door~~craftsmanship ~~Casement~~since Champion Safe was founded in 1999. We believe that when it comes to their homes, consumers place a premium on their security and privacy. Our products are designed to offer our customers convenient, efficient and secure home and personal safes from a provider that they can trust. We are committed to offering products of enduring quality that allow customers to keep their valuable belongings protected and to express their patriotism and style, which is synonymous with the American Rebel brand.

~~Steel~~Our safes and personal security products are constructed ~~Walls~~primarily –of 11U.S.-~~Gauge~~made steel. We believe our products are designed to safely store firearms, as well as store our customers’ priceless keepsakes, family heirlooms and treasured memories and other valuables, and we aim to make our products accessible at various price points for home and office use. We believe our products are designed for safety, quality, reliability, features and performance.

~~Diameter~~To enhance the strength of our brand and drive product ~~Door~~demand, ~~Bolts~~we –work 1with ¼”our ~~Thick~~manufacturing facilities and various suppliers to emphasize product quality and mechanical development in order to improve the performance and affordability of our products while providing support to our distribution channel and consumers. We seek to sell products that offer features and benefits of higher-end safes at mid-line price ranges.

~~Four~~We believe that safes are becoming a ‘must-~~Way~~have ~~Active~~appliance’ ~~Boltworks~~in a significant portion of households in the United States. We believe our current safes provide safety, security, style and peace of mind at competitive prices.

Diamond-Embedded Armor Plate

* Double Plate Steel Door is formed from two U.S.-made steel plates with fire insulation sandwiched inside. Thicker steel is placed on the outside of the door while the inner steel provides additional door rigidity and attachment for the locking mechanism and bolt works. The door edge is reinforced with up to four layers of laminated steel. Pursuant to industry-standard strength tests performed, this exclusive design offers up to 16 times greater door strength and rigidity than the “thin metal bent to look thick” doors.

* Double-Steel Door Casement is formed from two or more layers of steel and is welded around the perimeter of the door opening. Pursuant to industry-standard strength tests performed, it more than quadruples the strength of the door opening and provides a more secure and pry-resistant door mounting. We install a Double-Steel Door Casement™ on our safes. We believe the reinforced door casement feature provides important security as the safe door is often a target for break-in attempts.

*In addition to branded safes, we offer an assortment ~~Diamond-Embedded~~of ~~Armor~~personal ~~Plate~~security ~~Industrial~~products ~~diamond~~as iswell ~~bonded~~as toapparel aand ~~tungsten~~accessories ~~steel~~for ~~alloy~~men ~~hard~~and ~~plate.~~women ~~Diamond~~under isthe ~~harder~~Company’s ~~than~~American ~~either~~Rebel abrand. ~~cobalt~~Our orbackpacks ~~carbide~~utilize ~~drill.~~what Ifwe ~~drilling~~believe is ~~attempted~~a ~~the~~distinctive ~~diamond~~sandwich-method ~~removes~~concealment ~~the~~pocket, ~~cutting~~which ~~edge~~we ~~from~~refer ~~the~~to ~~drill~~as Personal Protection Pocket, to ~~thus~~hold ~~dulling~~firearms ~~the~~in ~~drill~~place ~~bit~~securely toand ~~where~~safely. itThe concealment pockets on our Freedom 2.0 Concealed Carry Jackets incorporate a silent ~~will~~operation ~~not~~opening ~~cut~~and closing with the use of a magnetic closure.

~~● Trusted Brand -~~ We believe that we have ~~developed~~the apotential ~~trusted~~to continue to create a brand ~~with~~community ~~both~~presence ~~retailers~~around the core ideals and ~~consumers~~beliefs ~~for~~of ~~delivering~~America, ~~reliable~~in part through our Chief Executive Officer, ~~secure~~Charles A. ~~safe~~“Andy” Ross, Jr., who has written, recorded and performs a number of songs about the American spirit of independence. We ~~solutions~~believe our customers identify with the values expressed by our Chief Executive Officer through the “American Rebel” brand.

~~● Customer~~Through ~~Satisfaction~~our -growing Wenetwork ~~believe~~of dealers, we ~~have established a reputation for delivering high-quality safes~~ promote and ~~personal~~sell ~~security~~our products in ~~a timely manner,~~ in ~~accordance~~select ~~with~~regional ~~regulatory requirements and our~~ retailers’ ~~delivery requirements~~ and ~~supporting~~local ~~our~~specialty ~~products with~~safe, asporting ~~consistent~~goods, ~~merchandising~~hunting and ~~marketing~~firearms ~~message. We believe that our high level of service~~stores, ~~combined~~as ~~with~~well ~~strong~~as ~~consumer demand~~online, ~~for~~including our ~~products~~website and ~~our~~e-commerce ~~focused~~platforms ~~distribution~~such ~~strategy,~~as ~~produces substantial customer satisfaction and loyalty~~Amazon. ~~We believe we have cultivated an emotional connection with the brand which symbolizes a lifestyle of freedom, rugged individualism, excitement and a sense of bad boy rebellion~~com.

~~● Proven~~American ~~Management~~Rebel ~~Team~~is -an ~~Our~~advocate ~~founder~~for ~~and~~the ~~Chief~~2nd ~~Executive~~Amendment and ~~Officer,~~conveys ~~Charles~~a A.sense ~~Ross,~~of ~~Jr.,~~responsibility ~~has~~to ~~led~~teach ~~the expansion~~ and ~~focus~~preach ongood ~~the~~common ~~select product~~practices ~~line~~of wegun ~~offer today~~ownership. WeAmerican ~~believe~~Rebel ~~that~~products ~~Mr.~~keep ~~Ross had an immediate and positive impact on~~ our ~~brand,~~customers concealed ~~products, team members,~~ and ~~customers.~~ ~~Under~~safe ~~Mr.~~both ~~Ross’s~~inside ~~leadership, we believe that we have built a strong brand~~ and ~~strengthened~~outside the ~~management team~~home. WeAmerican ~~are refocusing~~Rebel onSafes ~~the~~protect ~~profitability of~~ our ~~products,~~customers’ ~~reinforcing~~firearms ~~the~~and ~~quality~~valuables offrom ~~safes~~children, theft, tofire ~~engage customers~~ and ~~drive~~natural ~~sales.~~disasters Weinside ~~believe~~the ~~our management~~home; ~~team~~and ~~possesses~~American anRebel ~~appropriate~~Concealed ~~mix~~Carry ofProducts ~~skills,~~provide ~~broad~~quick ~~range of professional experience,~~ and ~~leadership~~easy ~~designed~~access to ~~drive~~our ~~board~~customers’ ~~performance~~firearms ~~and~~utilizing ~~properly~~American ~~oversee~~Rebel’s ~~the~~Proprietary ~~interests~~Protection ofPocket ~~the~~in ~~Company,~~its ~~including~~backpacks ~~our~~and ~~long-term~~apparel ~~corporate~~outside ~~strategy~~the home. Our ~~management~~concealed ~~team reflects~~carry aproduct ~~balanced~~releases ~~approach~~embrace ~~to tenure that will allow~~ the ~~board~~“concealed ofcarry ~~directors~~lifestyle” towith ~~benefit from~~ a ~~mix~~focus ofon ~~newer~~personal ~~members~~security ~~who bring fresh perspectives~~ and ~~seasoned directors who bring continuity and a deep understanding of our complex business~~defense.

~~Our~~The Company’s “concealed carry lifestyle” ~~Growth~~motto ~~Strategy~~refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere a customer goes. The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote from Richard F. Teerlink, Harley’s chairman and former chief executive, “It’s not hardware; it is a lifestyle, an emotional attachment. That’s what we have to keep marketing to.” As an American icon, we believe Harley-Davidson Motorcycle has come to symbolize freedom, rugged individualism, excitement and a sense of “bad boy rebellion.” We believe American Rebel has significant potential for branded products as a lifestyle brand. We believe our Concealed Carry Product line and Safe line serve a large and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes. One of these opportunities is American Rebel Beer, offering beer consumers a chance to celebrate life and celebrate freedom.

~~Our goal~~Material isBusiness to enhance our position as a designer, producer and marketer of premium safes and personal security products. We have established plans to grow our business by focusing on three key areas: (1) organic growth and expansion in existing markets; (2) targeted strategic acquisitions that increase our on-premise and online product offerings, distributor and retail footprint and/or have the ability to increase and improve our manufacturing capabilities and output, and (3) expanding the scope of our operations through brand licensing.Operations

~~We have~~American ~~developed~~Rebel what we believe is a multi-pronged growth strategy, as described below, to help us capitalize on a sizable opportunity. Through methodical sales and marketing efforts, we believe we have implemented several key initiatives we can use to grow our business more effectively. We believe we made significant progress in 2024 in the largest growing segment of the safe industry, sales to first-time buyers. We have right-sized our manufacturing operation and made many key design improvements. We intend to opportunistically pursue the strategies described below to continue our upward trajectory and enhance stockholder value. Key elements of our strategy to achieve this goal are as follows:Beer

~~Organic~~On August 9, 2023, the Company entered into a Master ~~Growth~~Brewing Agreement with Associated Brewing. Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and ~~Expansion~~seller of American Rebel branded spirits, with the initial product being American Rebel Light Beer. American Rebel Light Beer was launched regionally in ~~Existing~~September ~~Markets~~2024 -and ~~Build~~is available in 40 US States through our ~~Core~~website, ~~Business~~www.americanrebelbeer.com.

~~The cornerstone~~Acquisition of ~~our~~Champion business has historically been our safe product offerings. We are focused on continuing to develop our home, office and personal safe product lines. We are investing in adding what we believe are distinctive and advanced technological solutions for our safes and protective product lines.Entities

WeOn June 29, 2022, the Company entered into a stock ~~are~~and ~~working~~membership tointerest ~~increase~~purchase ~~floor~~agreement ~~space~~with ~~dedicated~~Champion toSafe, ~~our~~Superior ~~safes~~Safe, ~~and~~LLC ~~strengthen~~(“Superior ~~our~~Safe”), ~~online~~Safe ~~presence~~Guard inSecurity ~~order~~Products, LLC to(“Safe ~~expand~~Guard”), ~~our~~Champion ~~reach~~Safe toDe ~~new~~Mexico, ~~enthusiasts~~S.A. de C.V. (“Champion Safe Mexico” and, together with Champion Safe, Superior Safe, Safe Guard, and ~~build~~Champion ~~our~~Safe ~~devoted~~Mexico, ~~American~~collectively, ~~Rebel~~the ~~community~~“Champion Entities”) and Mr. WeRay ~~intend~~Crosby to(“Seller”) (the ~~continue~~“Champion Purchase Agreement”), pursuant to ~~endeavor~~which the Company agreed to ~~create~~acquire ~~and~~all ~~provide~~of ~~retailers~~the issued and ~~customers~~outstanding ~~with~~capital ~~what~~stock weand ~~believe~~membership ~~are~~interests ~~responsible,~~of ~~safe~~the Champion Entities from the Seller. This transaction was completed on July 29, ~~reliable~~2022. We have included the Champion Entities assets and ~~stylish~~liabilities ~~products,~~as of that date and wethe ~~expect~~subsequent tofinancial ~~concentrate~~activity onthrough ~~tailoring~~the date of this offering circular in our ~~supply~~consolidated ~~and~~financial ~~distribution~~statements which consist of the consolidated balance sheets, consolidated statement of operations, consolidated ~~logistics~~statement inof ~~response~~stockholders’ toequity (deficit) and consolidated statement of cash flows (the ~~specific~~“Consolidated ~~demands~~Financial Statements”). The Champion Entities have been integrated with our existing operations and are under the control of our ~~customers~~management team.

Additionally, our Concealed Carry Product line and Safe line serve a large market segment. We believe that interest in safes increase, as well as in our complimentary concealed carry backpacks and apparel as a byproduct, when interest of the general population in firearms increase. In addition, certain states (such as Massachusetts, California, New York and Connecticut) are starting to legislate new storage requirements in respect of firearms, which is expected to have a positive impact on the sale of safes.

WeThe ~~continue~~closing tocontemplated ~~strive~~by tothe ~~strengthen~~Champion ~~our~~Purchase ~~relationships~~Agreement ~~and~~occurred ~~our~~on ~~brand~~July ~~awareness with our current distributors~~29, ~~dealers,~~2022. ~~manufacturers,~~Under ~~specialty retailers~~the ~~and~~terms ~~consumers~~of ~~and~~the toChampion ~~attract~~Purchase ~~other distributors~~Agreement, the ~~dealers,~~Company ~~and~~paid ~~retailers. We believe that~~ the ~~success~~Seller of(i) ~~our~~cash ~~efforts~~consideration ~~depends on~~in the ~~distinctive~~amount ~~features,~~of ~~quality~~$9,150,000, ~~and~~along ~~performance~~with of(ii) ~~our~~cash ~~products;~~deposits ~~continued~~previously ~~manufacturing~~paid ~~capabilities~~of $350,000, and ~~meeting~~(iii) ~~demand~~reimbursement ~~for~~to ~~our safes;~~ the ~~effectiveness~~Seller for $397,420 of ~~our~~agreed ~~marketing~~upon acquisitions and ~~merchandising~~equipment ~~programs;~~purchases completed by the Seller and the Champion ~~dedicated~~Entities ~~customer~~since ~~support~~June 30, 2021.

InOur addition, we seek to improve customer satisfaction and loyalty by offering distinctive, high-quality products on a timely and cost-attractive basis and by offering efficient customer service. We regard the features, quality, and performance of our products as the most important components of our customer satisfaction and loyalty efforts, but we also rely on customer service and support for growing our business.Competition

~~Furthermore,~~Safes we– ~~intend~~The toNorth ~~continue~~American ~~improving~~safe ~~our~~industry ~~business~~is ~~operations,~~concentrated ~~including~~among ~~research~~a ~~and~~limited ~~development,~~number ~~component~~of ~~sourcing,~~manufacturers. ~~production~~We ~~processes~~compete on several key factors, ~~marketing~~including ~~programs~~product quality, ~~and~~safety, ~~customer~~reliability, ~~support.~~performance, ~~Thus~~features, webrand ~~are~~awareness, ~~continuing~~and ~~our~~pricing. ~~efforts~~Our toprimary ~~enhance~~competitors ~~our~~include Liberty ~~production~~Safe, byFort ~~increasing~~Knox ~~daily~~Security ~~production quantities~~Products, ~~through~~American ~~equipment acquisitions~~Security, ~~expanded~~Sturdy ~~shifts~~Safe ~~and process improvements~~Company, ~~increased~~Homeland ~~operational~~Security ~~availability~~Safes, ofand ~~our equipment~~SentrySafe, ~~reduced~~ ~~equipment~~in ~~down~~addition to ~~times,~~other domestic and ~~increased~~international ~~overall efficiency~~manufacturers.

We ~~believe~~also ~~that~~face bycompetition ~~enhancing~~from ~~our~~safes ~~brand~~produced ~~recognition~~in China, ~~our~~including ~~market~~brands ~~share~~such ~~might~~as ~~grow~~Steelwater ~~correspondingly~~and Alpha-Guardian. ~~Industry~~These ~~sources~~imported ~~estimate~~safes ~~that 70 million~~were subject to 80tariffs ~~million~~implemented ~~people~~under in the ~~United~~previous ~~States~~administration ~~own an aggregate~~ of ~~more~~then-President ~~than~~Donald ~~400~~J. ~~million~~Trump ~~firearms,~~and ~~creating~~remained ain ~~large~~place ~~potential~~during ~~market~~the ~~for our~~early ~~safes~~part ~~and~~of ~~personal~~the ~~security~~Biden ~~products~~administration. WeWith ~~are~~President ~~focusing~~Trump onnow ~~the~~re-elected ~~premium~~for ~~segment~~a ofsecond term as the ~~market~~47th ~~through~~President of the ~~quality,~~United ~~distinctiveness~~States, ~~and~~there ~~performance~~is ofrenewed ~~our~~discussion ~~products;~~surrounding ~~the~~enhanced ~~effectiveness~~tariff ofenforcement ~~our~~and ~~marketing~~additional ~~and~~trade ~~merchandising~~protections, ~~efforts;~~particularly ~~and~~against ~~the~~goods ~~attractiveness~~manufactured in ofChina ~~our~~and ~~competitive pricing~~other ~~strategies~~non-USMCA nations.

~~Targeted~~We ~~Strategic~~believe ~~Acquisitions~~that ~~for~~ongoing ~~Long~~uncertainty surrounding global trade policy and the potential expansion of tariffs gives us a competitive advantage. Unlike many of our competitors, we do not rely on the importation of safes from China. Our higher-~~term~~end ~~Growth~~safes and vault doors are made in the United States, at our Provo, Utah manufacturing facility, using USA-made steel, which we believe strongly appeals to our customer base.

WeOur ~~are~~middle ~~consistently~~and ~~evaluating~~value-line ~~and~~safes ~~considering~~are ~~acquisition~~manufactured ~~opportunities~~in ~~that~~Nogales, ~~fit~~Mexico, ~~our~~under ~~overall~~the ~~growth~~Maquiladora ~~strategy~~Program. asWhile ~~part~~the status of ~~our~~the U.S.–Mexico–Canada ~~corporate~~Agreement ~~mission~~(USMCA) and associated tariff exemptions remains under review by the current administration, we continue to ~~accelerate~~operate ~~long-term~~in ~~value~~compliance ~~for~~with ~~our~~established ~~stockholders~~Maquiladora protocols and ~~create~~believe ~~integrated~~our ~~value~~nearshore ~~chains~~production strategy mitigates exposure to potential trade disruption.

~~Expanding~~We ~~Scope~~view the use of ~~Operations~~American ~~Activities~~steel ~~through~~in ~~Brand~~all ~~Licensing~~of our safe lines—regardless of whether final assembly occurs in the U.S. or Mexico—as a key differentiator. American steel is widely recognized for its superior strength and durability, and rising material and labor costs in Asia further erode the appeal of lower-cost Chinese imports. We believe this commitment to sourcing and manufacturing with domestic materials positions American Rebel as a strong and patriotic alternative to imported safes.

WeBeer ~~continually~~- ~~seek~~Strategic toGrowth ~~target~~Opportunity ~~new~~in ~~consumer segments for our safes. As we believe that safes are becoming~~ a ~~must-have~~Crowded ~~household~~Beer appliance, we strive to establish authenticity by selling our products to additional groups, and to expand our direct-to-consumer presence through our website and our showroom currently in Lenexa, Kansas.Landscape

~~Further,~~The ~~we believe that American Rebel has significant potential for branded products as a lifestyle brand~~U. ~~As the American Rebel Brand continues to grow in popularity, we anticipate generating additional revenues from licensing fees earned from third parties who wish to engage the American Rebel community~~S. ~~While~~beer ~~the~~industry ~~Company~~remains ~~does~~intensely ~~not currently generate material revenues from licensing fees~~competitive, ~~our~~dominated ~~management~~by ~~team believes~~large ~~the~~domestic ~~American~~and ~~Rebel~~global ~~brand~~brewers ~~name~~such ~~may~~as inAB ~~the~~InBev ~~future~~and ~~have~~Molson ~~significant licensing value to third parties that seek the American Rebel name to brand their products to market to the American Rebel target demographic. For example~~Coors, ~~a tool manufacturer that wants to pursue~~along with an ~~alternative~~ever-expanding ~~marketing~~roster ~~plan for a different look and feel could license the American Rebel brand name for their line~~ of ~~tools~~craft ~~and market their tools under our distinct brand~~brewers. ~~This~~These ~~licensee~~players ~~would~~are ~~benefit~~continuously ~~from~~innovating ~~the~~across ~~strong~~traditional ~~American~~and ~~Rebel~~specialty ~~brand with their second line of American~~categories—from ~~Rebel~~hard ~~branded~~seltzers ~~tools~~and asflavored ~~they~~malt ~~would~~beverages ~~continue~~ to ~~sell~~spirit-based ~~both~~RTDs ofand ~~the~~global ~~lines~~import ofbrands ~~tools.~~like ~~Conversely~~Corona®, ~~American Rebel could potentially benefit as a licensee of products. If American Rebel determines a third party has designed~~Heineken®, ~~engineered,~~Modelo ~~and manufactured a product that would be a strong addition to the American Rebel catalog of products~~Especial®, ~~American Rebel could license that product from the third-party~~ and ~~sell the~~Stella ~~licensed product under the American Rebel brand~~Artois®.

IfDespite ~~creating~~their ascale ~~new~~and ~~product is the best path to growing the business~~resources, ~~we will create a new product.~~ American Rebel Light Beer ~~capitalizes on~~is ~~the~~carving ~~American~~out ~~Rebel~~a ~~brand~~distinct and ~~presents~~powerful anspace ~~exceptional~~in ~~product.~~the ~~American~~market ~~Rebel~~by ~~Light~~doing iswhat aothers can’t: ~~Premium~~pairing ~~Domestic~~bold ~~Light~~patriotic ~~Lager~~branding ~~Beer~~with ~~– All~~an ~~Natural,~~authentic ~~Crisp,~~“better-for-you” ~~Clean~~beer ~~and~~experience. ~~Bold~~Brewed ~~Taste~~ with aall-natural ingredients—free ~~Lighter~~of ~~Feel.~~added ~~With approximately 100 calories~~corn, ~~3.2 carbohydrates~~rice, and ~~4.3%~~synthetic ~~alcoholic content per 12 oz serving,~~ sweeteners—American Rebel Light Beer ~~delivers~~aligns awith ~~lighter option for those who love great beer but prefer~~ a ~~more~~growing ~~balanced~~consumer demand ~~lifestyle~~trend. ~~It’s~~Several ~~all~~leading ~~natural~~U.S. ~~with~~consumer noproduct ~~added~~companies ~~supplements~~have ~~and~~recently ~~importantly~~announced ~~does~~new ~~not~~SKUs ~~use~~aimed ~~corn,~~at ~~rice, or other sweeteners typically found in mass produced beers. Initial response to America’s Patriotic, God~~clean-~~Fearing,~~label ~~Constitution-Loving~~lifestyles, ~~National~~and ~~Anthem-Singing,~~our ~~Stand~~existing ~~Your~~formula ~~Ground~~already ~~Beer~~meets ~~has~~this ~~been~~demand ~~very strong~~head-on.

We believe American Rebel’s value proposition extends well beyond shelf space:

●

Patriotic Branding with National Resonance: Connecting emotionally with a large base of proud, God-fearing, Constitution-loving beer drinkers who want their values reflected in what they consume.

● Clean Ingredient Label: Our ~~website~~ ~~addresses~~light ~~are~~lager ~~www.americanrebel.com,~~offers ~~www.championsafe.com,~~a ~~www.superiorsafe.com~~crisp and ~~www.americanrebelbeer.com.~~natural ~~Information~~profile ~~available on~~at ~~our~~roughly ~~websites~~100 iscalories ~~not~~and ~~incorporated~~3.2 bycarbs ~~reference~~per in12 ~~and~~oz ispour—appealing ~~not~~to ~~deemed~~active alifestyle ~~part~~consumers oflooking ~~this~~for ~~Annual~~a ~~Report,~~cleaner ~~Form 10-K~~alternative.

~~Competition~~● Accelerating Distribution Network: Our growth with respected independent retailers and premium chain partners gives us increasing visibility and momentum across diverse markets.

~~The North~~● ~~American~~Cultural ~~safe~~Relevance ~~industry~~in isHigh-Impact ~~dominated~~Channels: byFrom amotorsports ~~small number of companies. We compete primarily on the quality, safety, reliability, features, performance, brand awareness,~~ and ~~price~~music offestivals ~~our~~to ~~products.~~televised ~~Our~~ad ~~primary~~campaigns ~~competitors include companies such as Liberty Safe, Fort Knox Security Products, American Security, Sturdy Safe Company, Homeland Security Safes, SentrySafe~~ and asgrassroots ~~well as certain other domestic manufacturers~~events, as ~~well~~we asmeet ~~certain~~our ~~China-based~~target ~~manufactured~~demographic ~~safes.~~where ~~Safes~~they ~~manufactured in China, including Steelwater~~ gather—and ~~Alpha-Guardian,~~invite ~~have~~them ~~struggled under the import tariffs initiated under the administration of U.S President Donald Trump. We believe that given the current substantial uncertainty related~~ to ~~the~~“Rebel ~~supply chain and delivery of international goods, we have a competitive advantage because our safes are not manufactured overseas~~Up.”

~~Intellectual~~American Rebel won’t be all things to all people, ~~Property~~and that’s by design. But in an industry saturated with sameness, we’re offering something bold, clear, and timely—and we believe that’s the kind of differentiated message that will win in today’s market.

Our ~~commercial~~ ~~success~~Competitive depends in part on our ability to obtain and maintain intellectual property protection for our brand and technology, defend and enforce our intellectual property rights, preserve the confidentiality of our trade secrets, operate our business without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties and prevent third parties from infringing, misappropriating or otherwise violating our intellectual property rights. We rely on a combination of patent, copyright and trade secret laws in the United States to protect our proprietary technology. We rely on a number of United States registered, pending and common law trademarks to protect our brand “American Rebel”.Strengths

~~On May~~We ~~29,~~believe ~~2018,~~we USare ~~Patent~~progressing ~~No.~~toward 9long-term,~~984,552,~~ ~~Firearm Detecting Luggage, was issued to us. The term of the patent is 20 years from the issuance~~sustainable ~~date. In addition to our patent~~growth, ~~we rely upon unpatented trade secrets~~ and ~~know-how~~our ~~and~~business ~~continuing~~has ~~technological~~— ~~development~~ and ~~maintain~~ our ~~competitive~~future ~~position.~~success ~~Trade~~will ~~secrets and know-how, however, can~~ be ~~difficult~~driven ~~to protect. We seek to protect our proprietary information, in part,~~ by ~~entering~~— ~~into~~the ~~confidentiality~~following ~~and~~competitive ~~proprietary rights agreements with our employees and independent contractors.~~strengths:

~~Regulation~~● Distinctive Patriotic Brand Identity

~~The storage~~American ofRebel ~~firearms~~has ~~and~~cultivated a ~~ammunition~~bold, isrecognizable ~~subject~~brand torooted ~~increasing~~in ~~federal~~patriotism, ~~state~~personal security, and ~~local~~quintessential ~~governmental~~American ~~laws~~values. ~~While~~Whether ~~the~~through ~~current~~advanced, ~~legislative~~American-made ~~climate~~safes ~~does~~or ~~not~~apparel ~~appear~~and ~~to seek to limit possession of firearms~~accessories, ~~there~~we isdeliver ~~apparent~~products ~~momentum~~that toreflect ~~require~~the ~~safe~~beliefs ~~storage~~ of ~~firearms and ammunition. Although~~ our ~~safes,~~customers ~~which~~— ~~are~~protecting ~~the~~loved ~~primary driver of our sales and revenues~~ones, ~~are~~standing firm ~~designed~~for tothe ~~protect any valuables~~Constitution, aand ~~significant~~celebrating ~~number of~~freedom. ~~our~~Our safes’ ~~end~~are ~~users~~equipped ~~have~~with ~~traditionally~~improved ~~been gun enthusiasts~~designs, ~~collectors,~~modern ~~hunters~~features, ~~sportsmen~~ and ~~competitive~~accessory ~~shooters. Therefore,~~integration wethat ~~expect~~offer ~~the~~peace ~~increasing~~of ~~federal,~~mind ~~state~~ and ~~local governmental regulation of gun storage to have a materially positive effect on our business~~performance.

~~Our~~● Beer That Reflects ~~Customers~~Values — and Consumer Demand

WeIn the beverage space, ~~primarily~~our ~~market~~American ~~and~~Rebel ~~sell~~Light ~~our~~Beer ~~products~~was created to ~~safe-only~~serve ~~specialty~~a ~~stores~~massive ~~and~~yet ~~independent~~underserved ~~gun~~market ~~stores~~segment: ~~nationwide.~~consumers Weseeking ~~sell~~a ~~our~~clean, ~~products~~high-quality ~~online~~beer tothat ~~individuals~~also ~~desiring~~reflects ~~home,~~their ~~personal~~values. ~~and~~Our ~~office~~can ~~protection,~~boldly asproclaims ~~well~~what asothers todon’t: ~~recreational~~God-Fearing, ~~shooters~~Constitution-Loving, National Anthem Singing, and ~~hunters~~‘Stand Your Ground’ Strong. ~~Our~~At ~~customers~~the ~~choose~~same time, our formula gives us ~~for~~ a ~~number~~competitive ofedge. ~~reasons,~~Brewed ~~including~~with ~~the~~all-natural ~~breadth~~ingredients — and ~~availability~~none of the ~~products~~additives wecommonly ~~offer,~~found ~~our~~in ~~extensive~~mass-market ~~expertise~~beers like corn, ~~and~~rice, ~~the~~or ~~quality~~sweeteners of— it aligns perfectly with ~~our~~the ~~customer~~trend ~~service~~sweeping consumer packaged goods, where legacy brands are now introducing SKUs that eliminate these ingredients. We’re already there.

~~We believe~~● ~~the nature of our solutions and our high~~Fast-~~touch~~Growing ~~customer service model strengthens relationships, builds loyalty and drives repeat~~Distribution ~~business as our customers’ businesses expand. In addition, we feel as if our premium product lines~~ and ~~comprehensive~~Market product portfolio position us well to meet our customers’ needs. Furthermore, we fully anticipate that we will be able to leverage all of the data that we are collecting from our existing customer base to make continuous improvements to our offerings and better serve our current and new customers in the future.Relevance

We’re accelerating ~~intend~~reach tothrough ~~expand~~a ~~our~~growing ~~distribution~~network toof ~~sporting~~independent ~~goods~~retailers ~~stores~~and strategic chain rollouts, ~~farm~~driven by patriotic brand appeal and ~~home~~grassroots consumer ~~stores~~enthusiasm. Our momentum is strengthened by national media campaigns, ~~other~~motorsport ~~independent~~and ~~retailers~~music asactivations, ~~well~~and asretailer enthusiasm for a differentiated offering. While we won’t be all things to all people, we believe our ~~online~~product ~~customer~~speaks powerfully to millions ~~base~~— ~~upon~~and ~~securing~~that ~~additional~~makes ~~funding~~us ~~and~~highly ~~expanding~~competitive ~~our~~in ~~manufacturing~~an ~~facilities~~otherwise saturated industry.

● Expanding Loyalty and Strategic Partner Network

By staying true to our values and our community, we’re deepening engagement with customers and aligning with distributors, retailers, and business partners who share our mission. We are building not just a consumer base, but a movement — and our brand sits at the center of that momentum.

~~Suppliers~~● Beverage Operations & Scalable Execution

We ~~are~~believe ~~dependent~~our onagreement ~~the~~with ~~continued~~Associated ~~supply~~Brewing ofgives ~~materials~~American ~~for~~Rebel ~~the~~Beer ~~manufacturing~~a ofvital ~~our~~operational ~~safes~~advantage, asallowing ~~well~~us asto enter the ~~continued supply and manufacturing~~beer ofmarket ~~backpacks~~with ~~and~~speed, ~~apparel at third-party facilities locations~~efficiency, ~~which~~and ~~are critical to our success~~scale. ~~Any~~Associated ~~event~~Brewing ~~that~~is ~~causes~~ a ~~disruption~~premier ~~of the~~beverage ~~operation~~partner ofproviding ~~these~~turn-key ~~facilities~~production, ~~for even a relatively short period of time would adversely affect our ability to ship and deliver our~~logistics, ~~safes~~ and ~~other~~operational ~~products~~expertise ~~and~~tailored to ~~provide~~emerging ~~service~~and todisruptive ~~our~~beverage ~~customers~~brands. WeTheir ~~have~~infrastructure ~~previously~~and ~~experienced,~~experience ~~including~~immediately ~~during the first months after~~positioned ~~the~~American ~~spread~~Rebel ofBeer ~~the~~for ~~COVID-19~~scalable ~~pandemic~~growth, ~~and~~reducing ~~may~~barriers into ~~the~~market ~~future~~entry ~~experience, launch~~ and ~~production~~allowing ~~ramp up delays for~~ our ~~products~~team asto afocus ~~result of~~on ~~disruption~~brand-building, ~~at our suppliers~~ distribution, and ~~our~~strategic ~~suppliers’~~expansion. ~~manufacturing~~This ~~partners.~~foundational ~~Additionally,~~partnership weenables ~~have~~us to ~~date~~maintain ~~fully~~product ~~qualified~~quality, ~~only~~ensure ~~a very~~operational ~~limited~~consistency, ~~number of such suppliers~~ and ~~have limited flexibility in changing suppliers. Any disruption in the supply of materials for~~pursue ~~our~~rapid ~~branded~~market ~~safes~~capture ~~from~~without ~~our~~traditional ~~suppliers~~startup ~~could limit our sales~~constraints.

~~Furthermore,~~● ~~the~~Safe ~~cost~~Product ofDesign ~~safes~~& ~~depends~~Engineering in part upon the prices and availability of raw manufacturing materials such as steel, locks, fireboard, hinges, pins and other metals. The prices for these materials fluctuate and their available supply may be unstable, depending on market conditions and global demand for these materials, including as a result of increased global production of electric vehicles and energy storage products. Any reduced availability of these materials may impact our access to these parts and any increases in their prices may reduce our profitability if we cannot recoup the increased costs through increased safe prices. Moreover, any such attempts to increase product prices may harm our brand, prospects and operating results.Excellence

WeAmerican ~~currently~~Rebel ~~rely~~safes onintegrate ~~third~~time-~~party~~tested, ~~suppliers~~high-performance todesign ~~ship~~features, ~~our~~such ~~products~~as toFour-Way ~~our~~Active ~~customers.~~Boltworks Wethat ~~have~~pin the door shut on all four sides—surpassing the more common three-way systems found ~~that~~in ~~dedicated~~competitor ~~truckloads~~units. ~~from~~We ~~our~~also ~~warehouse~~deliver category-leading value by offering topremium ~~our~~features ~~dealers~~like ~~reduce~~12-gauge ~~freight~~and ~~damage~~heavier U.S.-made steel, often absent at similar price points. Our exterior aesthetic—sleek, bold, and ~~provide~~rugged—has earned our safes the ~~overall~~nickname ~~best~~“safe ~~shipping~~with ~~solution~~an attitude” from dealers nationwide. ~~Several~~Champion ~~companies~~and ~~offer~~Superior safes ~~dedicated~~reflect ~~truckload~~decades ~~shipping~~of American craftsmanship. ~~Increased~~ ~~sales~~As ~~will~~we ~~offer~~often ~~the~~say: ~~opportunity~~Champion Safe — Built Up to ~~establish~~a ~~regional~~Standard, ~~distribution~~Not ~~centers~~Down to a Price.

~~Sales~~● ~~and~~Safe ~~Marketing~~Performance Designed for Real-World Threats

WeFrom ~~market~~core ~~our~~construction ~~products~~ to ~~consumers through independent safe specialty stores, select national and regional retailers, local specialty firearms stores, as well as via e~~industry-~~commerce.~~grade ~~We maintain consumer-focused product marketing and promotional campaigns~~reinforcements, ~~which~~our ~~include~~safes ~~print~~are ~~and digital~~engineered ~~advertising~~to ~~campaigns;~~withstand ~~social~~intrusion ~~and~~attempts ~~electronic media; product demonstrations; point-of-sales materials; in-store training;~~ and ~~in-store~~ ~~retail~~extreme ~~merchandising~~conditions. Key ~~Our~~security ~~use~~specifications ~~of social media includes Facebook, and YouTube.~~include:

~~Marketing Team~~● ~~Aligned~~Double ~~with~~Plate ~~Sales~~Steel ~~Force~~Door to– ~~Maximize~~4½” ~~Our Industry Visibility to Drive Revenue~~Thick

~~Our Chief~~● ~~Executive~~Reinforced ~~Officer,~~Door ~~Charles~~Edge A.– ~~Ross,~~7/16” is familiar to many in the industry due to his twelve years on television as the host of Maximum Archery World Tour and later American Rebel, that was broadcast on The Outdoor Channel, Sportsman Channel and the Pursuit Channel. Our Marketing and Sales teams have established American Rebel as a brand that our customers want and a brand that they are proud to embrace and bring into their homes.Thick

~~Direct Marketing~~● Double-Steel Door Casement

~~In light~~● ofSteel ~~the~~Walls ~~expertise~~– ~~required to deliver and install safes that weigh 500~~11-1000 pounds, direct marketing is utilized to create awareness and provide information. Our website, AmericanRebel.com, has proven to be a very valuable tool in introducing potential customers to our products. Infomercials and direct-to-consumer campaigns are vehicles to expand our reach at the appropriate time. Currently the demand from our current customers and future customer pool of independent safe specialty stores is high. As the Company grows and seeks out new customers to expand its customer base, direct marketing will be an asset for American Rebel. Chief Executive Officer, Charles A. Ross, was basically making infomercials to promote his Ross Archery products when he was filming Maximum Archery World Tour during the mid-2000s.Gauge

~~Social Media~~● ~~and~~Door ~~Thought~~Bolts ~~Leadership~~– 1¼” Diameter

~~A portion~~● ofFour-Way ~~marketing~~Active ~~dollars~~Boltworks ~~will~~(AR-50 ~~be directed~~ to social media. American Rebel and Chief Executive Officer Charles A. Ross have large followings on social media and a dedicated social media campaign will efficiently reach large numbers of potential customers and brand adopters. We will leverage our social media assets to crossAR-~~promote~~12 locally with independent safe specialty store customers to pull out product through the sales channel. Driving demand and awareness of our products to our customers will expand their loyalty to American Rebel and increase each stores’ commitment to our brand.models)

●

Diamond-Embedded Armor Plate

These features aren’t just specs—they’re the result of rigorous industry-standard testing and real-world functionality:

●

Double Plate Steel Door: Two layers of U.S.-made steel enclose fire insulation. Outer steel provides structural strength; inner steel supports locking mechanisms. Laminated door edges amplify door rigidity, offering up to 16x more strength than bent-metal door facades.

●

Double-Steel Door Casement: Welded around the door frame, this feature quadruples door opening strength and resists pry attacks—vital for repelling break-in attempts.

●

Diamond-Embedded Armor Plate: Industrial diamond bonded to tungsten steel alloy dulls drilling attempts. In short, if a drill touches it, the drill loses.

● Our Brands Have Established Trust with Dealers & Consumers

Our reputation for high-quality, dependable safe solutions is reinforced by consistent delivery performance, regulatory compliance, and proactive merchandising support. Retailers trust our product to move. Consumers trust our product to protect.

~~Trade~~● ~~Shows~~Customer Satisfaction Built on Lifestyle Alignment

~~Trade~~We’ve ~~shows~~created ~~have~~more ~~been~~than anjust ~~important medium to introducing our brand and our products. The NRA Annual Meeting,~~ a consumer trade show, is a valuable opportunity to meet and greet our final customers. When we launched our Concealed Carry line of products at the NRA Annual Meeting in Atlanta, GA, in the Spring of 2017, the response from the meeting attendees was overwhelming. We immediately knew the product line ~~resonated with consumers. Similarly, when~~ —we’ve ~~introduced~~cultivated ~~our~~an ~~line~~emotional ofconnection ~~safes~~to at the ~~2019~~brand. ~~NRA~~American ~~Annual~~Rebel ~~Meeting~~symbolizes ~~in the Spring of 2019~~freedom, ~~we knew we were~~ onindividualism, ~~to something significant. The USCCA (United States Concealed Carry Association) has an annual Concealed Carry~~ and ~~Home~~bold ~~Defense Expo~~self-expression. ~~This~~ isThat anconnection ~~excellent~~drives ~~opportunity to meet, greet and sell product to our final customers, the buying public~~loyalty. ~~The~~It’s ~~Iowa~~not ~~Deer~~just ~~Classic~~about ~~and Illinois~~selling ~~Deer Classic are carryovers from our Chief Executive Officer Charles A~~safes. ~~Ross~~It’s ~~hosting~~about ~~duties on Maximum Archery World~~equipping ~~Tour,~~people ~~but~~with wetools ~~have found~~ that ~~many~~reflect ~~potential~~their ~~safe~~beliefs ~~buyers~~and ~~attend these shows.~~values

~~Three~~● ~~industry-only~~Proven ~~trade~~Management ~~shows~~Team we& ~~attend~~Seasoned ~~are~~Public ~~the~~Company SHOT Show, Nation’s Best Sports (NBS) Spring and Fall Buying Markets, and the Sports, Inc trade show. The SHOT Show is very high-profile show that most movers and shakers in the firearms industry attend. Operated by the National Shooting Sports Foundation, the SHOT Show is the first trade show of the calendar year and is a great opportunity to introduce the year’s new products. NBS operates buying group shows where retailers who are members of NBS attend the Spring and Fall Market Buying shows to place orders. NBS provides an excellent base of customers for us to introduce our products. Sports, Inc. is a buying group show where retailers who are members of Sports, Inc. attend to make purchases from attending vendors.Leadership

~~Paid~~American ~~Advertising~~Rebel is led by a deeply experienced executive team with proven track records in public company governance, brand development, and operational scale. Our founder and Chief Executive Officer, Charles A. “Andy” Ross, Jr., continues to be a driving force behind our brand’s expansion and product focus—fusing patriotism, personal freedom, and bold identity into every corner of the Company. His vision for American Rebel has shaped a product suite that resonates with customers nationwide.

WeOur ~~will~~President ~~occasionally~~and ~~purchase~~Chief ~~paid~~Operating ~~print~~Officer, ~~advertising~~Corey toLambrecht, ~~support~~brings ~~editorial~~extensive public company leadership, financial strategy, and ~~events~~operational acumen to the team. ~~The~~His ~~American~~success ~~Shooting~~spans ~~Journal~~uplisting ~~has~~companies ~~been~~to ~~very~~major ~~supportive of~~exchanges, ~~our~~negotiating ~~business~~complex ~~has~~financial ~~featured~~and anlegal ~~interview~~agreements, and scaling businesses into national brands with ~~our~~nine-figure ~~Chief~~revenue. ~~Executive~~Corey’s ~~Officer~~oversight inensures ~~one~~that ofAmerican ~~past~~Rebel ~~issues~~maintains offiscal discipline, ~~the~~retail ~~magazine~~alignment, and strategic velocity across all divisions—from safes to beverages.

To fortify our financial oversight and compliance, Darin Fielding adds deep public accounting expertise and audit experience. His background in regulatory standards and financial controls strengthens our commitment to transparency and governance, aligning with institutional investor expectations.

Supporting our safes division, Thomas Mihalek, CEO of Champion Safe Co., brings decades of operational and marketing success in the outdoor sporting goods industry. His leadership reinforces our manufacturing excellence, dealer relationships, and market positioning in personal security and sporting sectors.

On the beverage side, we’ve welcomed James “Todd” Porter, a seasoned alcohol beverage executive with extensive experience across the Midwestern and Southern U.S.—our priority regions for rollout. Todd’s hands-on knowledge of market dynamics, distributor partnerships, and retail activation in core territories strengthens our go-to-market strategy and consumer engagement around American Rebel Light Beer.

This team blends visionary thinking with operational depth, positioning American Rebel for long-term scalability, category leadership, and durable brand relevance. In partnership with Associated Brewing, our launch into beverages is supported by turnkey production and national supply capabilities, allowing us to accelerate reach without compromising quality or brand integrity.

Growth Strategy

American Rebel Holdings, Inc. is focused on becoming a leading American brand at the intersection of personal security, patriotic lifestyle, and consumer products. Our growth strategy leverages the renewed wave of American Patriotism, increased consumer preference for USA-made goods, and the demand for brands that authentically reflect traditional values.

While our legacy business in premium safes and personal security products remains a foundational component of our company, we have strategically repositioned this business to improve scalability, market share, and operational efficiency. Concurrently, we are advancing aggressively into the domestic beverage industry through the introduction of American Rebel Light Beer—a high-potential, lifestyle-driven brand poised to disrupt the U.S. light beer market.

We have structured our growth strategy around three core pillars:

1. Organic Growth in Core Markets – Scaling Our Safe Business

Safes and secure storage solutions remain our anchor business, contributing the majority of our current revenue. We have recently completed a comprehensive strategic repositioning of our safe business—streamlining operations, refining our product lines, and introducing an optimized value-tier offering alongside our premium Champion Safe series. These improvements, combined with enhanced manufacturing capabilities, are designed to enable us to meet increased demand efficiently and at scale.

We believe our safe business is well-positioned to grow revenues by 3x to 5x over the next few years. This outlook is supported by several tailwinds:

●

Increased consumer interest in personal safety and responsible firearm storage, particularly among first-time gun buyers.

●

Legislative trends at the state level that are reinforcing firearm storage requirements.

●

A large, underpenetrated U.S. market—estimated to include over 70 million gun owners and 400 million firearms—with continued interest in secure storage solutions.

●

Our ability to deliver high-quality safes with distinctive styling, privacy protections, and modern features that appeal to a wide consumer base.

We are committed to growing our footprint through both brick-and-mortar retail expansion and e-commerce, supported by our trusted distributor and dealer networks. Additionally, demand for American Rebel branded lifestyle merchandise—including hats, T-shirts, hoodies, and other apparel—has significantly exceeded our initial projections. We intend to expand these offerings and explore strategic licensing opportunities to meet increasing consumer demand for products that reflect their lifestyle and values.

2. Strategic Acquisitions – Expanding Capabilities and Reach

We continue to actively evaluate acquisition opportunities that align with our long-term growth goals and offer synergies with our core competencies. This includes businesses that can:

●

Expand our product offerings or entry into complementary verticals.

●

Strengthen our retail and distribution network.

●

Enhance our manufacturing capabilities and production scalability.

Each acquisition target is measured against our core principles: value creation, operational integration, and enhancement of shareholder returns. These acquisitions may include both safe-related operations and new strategic categories.

3. Expanding into High-Growth Consumer Categories – American Rebel Light Beer

Our most transformative growth opportunity lies in our expansion into the U.S. light beer market through the launch of American Rebel Light Beer. This entry is more than just a product extension—it is a brand-defining initiative built to meet the growing demand for patriotic, “Better For You,” authentically American-made consumer products.

The U.S. beer market in 2023–2024 was estimated at $118 to $122 billion annually (Source: Beer Institute, Brewers Association, Statista), with non-craft light, regular, and import beers accounting for more than $93 billion. Light beer alone represents between 43% to 50% of total U.S. beer consumption, equivalent to approximately 2.6 to 3.0 billion gallons annually.

Key light beer brands currently include:

●

Busch Light®

●

Michelob Ultra®

●

Miller Lite®

●

Coors Light®

●

Bud Light®

However, recent consumer sentiment has created a clear void in the domestic light beer market. Consumers are increasingly seeking alternatives—brands that reflect their values, support U.S. manufacturing, and are positioned as “healthier” or “Better For You” without compromising on taste or authenticity. American Rebel Light Beer directly addresses this underserved segment with:

●

A strong Patriotic identity

●

All-natural ingredients sourced from the USA

●

A lifestyle-focused brand message

●

A lighter, “Better For You” profile

This product is positioned similarly to other recent beverage market disruptors such as Black Rifle Coffee Company®, Poppi®, and Liquid Death®, which successfully scaled by targeting emotionally connected consumers underserved by legacy brands.

We believe American Rebel Light Beer is on a pathway to become a major national brand. Achieving even a modest 2% to 3% market share of the U.S. light beer segment would translate to an estimated $500 million to $700 million in annual revenue. This opportunity is supported by:

●

An established partnership with a leading U.S. co-packer capable of producing over 230 million cases per year.

●

Distribution already secured in over 10 U.S. states with top-tier retail and on-premise partners.

●

A scalable marketing and logistics infrastructure designed to support national expansion.

Out multi-faceted growth strategy positions American Rebel for long-term success by:

●

Leveraging our legacy in premium safes to expand in a large and growing market.

●

Executing disciplined acquisitions that build enterprise value.

●

Capitalizing on a generational opportunity to disrupt the U.S. light beer market with a values-driven, scalable brand.

We believe we are building more than a product portfolio—we are building a platform for American consumers who want quality, authenticity, and patriotism reflected in the brands they support. Our approach is rooted in strategic execution, operational excellence, and delivering long-term shareholder value.

Our Risks and Challenges

Our prospects should be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by similar companies. Our ability to realize our business objectives and execute our strategies is subject to risks and uncertainties, including, among others, the following:

●

we recently consummated the purchase of our safe manufacturer and sales organizations, and future acquisitions and operations of new manufacturing facilities and/or sales organizations might prove unsuccessful and could fail;

	●	our success depends on our ability to introduce new products that track customer preferences;

	●	We face substantial risks relating to our planned entry into the beer and alcoholic beverage market;

	●	we may be unsuccessful introducing new products, thereby increasing our expenditures without corresponding increases in our revenues;

	●	if we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights;

	●	as a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage, we depend on the availability and regulation of ammunition and firearm storage;

	●	as we continue to integrate the recent purchase of our safe manufacturer and sales organization, any compromised operational capacity may affect our ability to meet the demand for our safes, which in turn may affect our generation of revenue;

	●	shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations;

	●	we do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs;

	●	our inability to effectively meet our short- and long-term obligations;

	●	given our limited corporate history it is difficult to evaluate our business and future prospects and increases the risks associated with an investment in our securities;

	●	our inability to raise additional financing for working capital;

	●	our ability to generate sufficient revenue in our targeted markets to support operations;

	●	significant dilution resulting from our financing activities;

	●	the actions and initiatives taken by both current and potential competitors;

	●	our ability to diversify our operations;

	●	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

	●	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

	●	the deterioration in general of global economic, market and political conditions;

	●	the inability to efficiently manage our operations;

	●	the inability to achieve future operating results;

	●	the unavailability of funds for capital expenditures;

	●	the inability of management to effectively implement our strategies and business plans; and

In addition, we face other risks and uncertainties that may materially affect our business prospects, financial condition, and results of operations. You should consider the risks discussed in “Risk Factors” and elsewhere in this offering circular before investing in our securities.

Legal Proceedings

Various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company from time-to-time. Litigation is subject to inherent uncertainties, and an adverse result in the matters below or other matters may arise from time to time that may harm our business.

On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products. As of the date of this Report, the complaint has not been served on the Company or Champion Safe. In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty. Management believes that this lawsuit is without merit; however has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming. At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.

As reported by the Company in the Form 8-K dated August 7, 2024, during February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America. The credit facility is secured by all the assets of the Company’s Champion subsidiaries and guaranteed by the Company, the Champion subsidiaries and the Company’s CEO. The Line of Credit expired on February 28, 2024, but the Company and Champion Safe Company have been actively working with the bank to extend or modify the credit facility. Despite being current on all payments under the credit facility and actively working with the bank for a long-term solution to repay the credit facility, on July 25, 2024, Champion Safe Company received a notice of default and demand for payment from the bank. On March 21, 2025, Bank of America filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries (Champion Safe Company, Inc., American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC) alleging four causes of action related to the credit facility: (i) Breach of the Loan Documents – Champion Safe; (ii) Breach of the Loan Documents – Guarantors (the Company, American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC); (iii) Breach of the Implied Covenant of Good Faith and Fair Dealing – all parties; and (iv) Unjust Enrichment – Champion Safe. The Company plans to defend the complaint, while continuing to work with Bank of American on a settlement.

From time to time, however, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Corporate History

The Company was incorporated on December 15, 2014, under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. The Company completed a business combination with its majority shareholder, American Rebel, Inc. on June 19, 2017. On July 29, 2022, the Company closed on the acquisition of Champion.

ITEM 1A. Risk Factors

The following risk factors should be considered in connection with an evaluation of our business:

In addition to other information in this Annual Report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, result of operations, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, if and when a trading market for our various securities (besides our Common Stock and certain Common Stock Purchase Warrants) is established, the trading price of these securities could decline, and you may lose all or part of your investment.

OUR SECURITIES INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD NOT BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF THE ENTIRE INVESTMENT.

RISKS RELATED TO THE BEER INDUSTRY

We face substantial competition within the beer industry.

The beer categories within the United States are highly competitive due to the participation of large domestic and international brewers in the categories and the increasing number of craft brewers and craft distilleries, who distribute similar beers we sell and that have similar pricing and target drinkers.

The two largest brewers in the United States, AB InBev and Molson Coors, participate actively in mass appeal beer offerings as well as the High End and Beyond Beer categories, through numerous launches of new hard seltzers, flavored malt beverages and spirit RTDs from existing brands or new brands, importing and distributing import brands, and with their own domestic specialty beers, either by developing new brands or by acquiring, in whole or part, existing brands. Imported beers, such as Corona®, Heineken®, Modelo Especial® and Stella Artois®, continue to compete aggressively in the United States and have gained market share over the last ten years. All of these brands and companies have substantially greater financial resources, marketing strength and distribution networks than we do. We anticipate competition to be strong as some existing beverage companies are building more capacity, expanding geographically and adding more SKUs and styles. The potential for growth in the sales of hard seltzers, flavored malt beverages, craft-brewed domestic beers, imported beers and spirits RTDs is expected to increase the competition in the market for beer occasions within the United States and, as a result, we anticipate we will face competitive pricing pressures and the demand for and market share of our products, when introduced, may fluctuate and possibly decline.

Our American Rebel Light Lager, competes generally with other alcoholic beverages. We anticipate competing with other beer and beverage companies not only for drinker acceptance and loyalty, but also for traditional retail shelf, cold box and tap space, as well as e-commerce placement and for marketing focus by our distributors and their customers, when established, all of which are anticipated to distribute and sell other alcoholic beverage products. All of our potential competitors at this point in time have substantially greater financial resources, marketing strength and distribution networks than we do. Moreover, the introduction of new products by competitors that compete directly with our first beer and future products or that diminish the importance of our anticipated products to retailers or distributors may have a material adverse effect on our business and financial results.

Further, the alcoholic beverage industry has seen continued consolidation among brewers in order to take advantage of cost savings opportunities for supplies, distribution and operations. Also, in the last several years, both AB InBev and Molson Coors have introduced numerous new hard seltzers and purchased multiple regional craft breweries and craft distilleries with the intention to expand the capacity and distribution of these brands.

More recently in 2021 and into 2022, large non-alcoholic beverage companies including Coca-Cola Company (“Coke”), Pepsi and Monster Beverage Corporation (“Monster”) have begun to enter these markets through licensing agreements with alcoholic beverage companies to develop alcohol versions of existing traditional non-alcohol brands. Coke has entered into agreements with Molson Coors to develop, market and sell Topo Chico brand Hard Seltzer and Simply Spiked Lemonade. Coke announced agreements with Constellation to develop, market and sell FRESCA™ Mixed, a line of spirits RTDs and with Brown Forman to develop, market and sell Jack Daniel’s® Tennessee Whiskey and Coca-Cola®™ Ready-to-Drink Cocktail. The Boston Brewing Company has entered into an agreement with Pepsi to develop, market and sell alcohol beverages which include Hard Mountain Dew, to take advantage of this trend. Pepsi entered an agreement in late 2022 with FIFCO USA, a New York based brewery, to develop, market and sell Lipton Hard Iced Tea which launched in 2023. Lastly, Monster, acquired CANarchy Craft Brewery Collective (“CANarchy”) in early 2022 and launched the Beast Unleashed, a new brand of flavored malt beverages in early 2023 and in January 2024 Monster announced CANarchy will operate under the name of Monster Brewing Company, another testament to craft breweries and distilleries widespread acceptance.

Due to the increased leverage that these combined operations will have in distribution and sales and marketing expenses, the costs to us for competing is anticipated to be great. The potential exists for these large competitors to increase their influence with their distributors, making it difficult for smaller beverage companies to maintain their market presence or enter new markets. The continuing consolidation could reduce the contract brewing capacity that is available to us. These potential increases in the number and availability of competing brands, the costs to compete, reductions in contract brewing capacity and decreases in distribution support and opportunities may have a material adverse effect on our business and financial results.

The global beer industry and the broader alcohol industry are constantly evolving, and our position within these industries and the success of our products in our markets may fundamentally change. If we do not successfully transform along with the evolving industries, market dynamics and consumer preferences, our business and financial results could be materially adversely affected.

The brewing industry has significantly evolved over the years, becoming an increasingly consolidated beer market. The industry has now become increasingly complex and competitive as the consolidation of brewers has resulted in fewer major market participants. As a result of the increased consolidation of brewers and the dynamic of expanding new segments within the industry with new market entrants, including the non-alcohol market, the markets in which we intend to operate, may evolve at a disadvantage to our market position. Ongoing evolution in certain beer markets, together with emerging changes in consumer preferences, have resulted in a significant increase in market entrants, consumer choices and market competition, as well as increased government scrutiny. In addition, local governments may intervene, which may fundamentally accelerate transformational changes to such markets. For example, the beer markets in the U.S. have long consisted of a select number of significant market participants with government-regulated routes to market.

Changes in public attitudes and drinker tastes could harm our business. Regulatory changes in response to public attitudes could adversely affect our business.

The alcoholic beverage industry has been the subject of considerable societal and political attention for several years, due to public concern over alcohol-related social problems, including driving under the influence, underage drinking and health consequences from the misuse of alcohol, including alcoholism. As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States.

The domestic beer industry, other than the market for High End beer occasions and Beyond Beer occasions, has experienced a decline in shipments over the last ten years. We believe that this decline is due to declining alcohol consumption per person in the population, drinkers trading up to drink high quality, more flavorful hard seltzers., beers and ~~spirts~~spirits RTDs, health and wellness trends and increased competition from wine and spirits companies. If consumption of our products, when introduced, in general were to come into disfavor among domestic drinkers, or if the domestic alcohol beverage industry were subjected to significant additional societal pressure or governmental regulations, our business could be materially adversely affected.

Additionally, certain states are considering or have passed laws and regulations that allow the sale and distribution of marijuana. Currently it is not possible to predict the impact of this on sales of alcohol, but it is possible that legal marijuana usage could adversely impact the demand for our products.

We are dependent on distributors.

In the United States, where our beer is currently sold only in a limited number of states, we are selling most of our beer to independent beer distributors for distribution to retailers and, ultimately, to drinkers. Although we have engaged multiple distributors, sustained growth will require us to maintain such relationships and possibly enter into agreements with additional distributors. Changes in control or ownership within the distribution network could lead to less support of our products.

Contributing to distribution risk is the fact that our distribution agreements, when entered into, are anticipated to be generally terminable by the distributor on relatively short notice. While these distribution agreements are anticipated to contain provisions giving us enforcement and termination rights, some state laws prohibit us from exercising these contractual rights. Our ability to maintain distribution arrangements may be adversely affected by the fact that many distributors are reliant on one of the major beer producers for a large percentage of their revenue and, therefore, they may be influenced by such producers. If our distribution agreements are terminated, we may not be able to enter into new distribution agreements on substantially similar terms, which may result in an increase in the costs of distribution.

No assurance can be given that we will be able to establish or maintain a distribution network or secure additional distributors on terms favorable to us.

Failure of our distributors to distribute our products adequately within their territories or any “under-investment” by our distributors in our brands could result in deteriorating operating performance.

We currently distribute our American Rebel Light Lager in eleven states, with the ability to sell in 40 states online. We are required by law to use state-licensed distributors or, in 17 states known as “control states,” state-owned agencies to sell our products to retail outlets, including liquor stores, bars, restaurants and national chains in the United States. We have established relationships for our brand with a limited number of wholesale distributors. We continue to engage new distributors on a regular basis,; however, this rate of growth may not continue in the future.

Over the past decade, there has been increasing consolidation in production, distribution, and retail (the three tiers of the current system) that challenges the growth of small businesses in the marketplace. Our distributors also distribute competitive brands for much larger companies with significant pricing power. The ultimate success of our products depends in large part on our distributors’ ability and desire to distribute our products, as we rely significantly on them for product placement and retail store penetration. In many key states, we have signed contracts that greatly limit our ability to replace and pursue recourse with distributor partners that fail to meet their obligations. We cannot assure you that our U.S. distributors will commit sufficient time and resources to promote and market our brand and product lines. If they do not, our sales will be harmed, resulting in a decline in our results of operations.

The success of our business relies heavily on brand image, reputation, product quality and protection of intellectual property.

It is important that we maintain and enhance the image and reputation of our brand and products, including our corporate purpose, mission and values. Concerns about product quality, even when unsubstantiated, could be harmful to our image and the reputation of our brand and products. While we have quality control programs in place, in the event we or our third-party brewers and suppliers experience an issue with product quality or if any of our products become unsafe or unfit for consumption, are misbranded or cause injury, we may experience recalls or liability in addition to business disruption which could further negatively impact our brand image and reputation, negatively affect our sales and cause us to incur additional costs. A widespread product recall, multiple product recalls or a significant product liability judgment could cause our products to be unavailable for a period of time, which could further reduce consumer demand and brand equity. We also could be exposed to lawsuits relating to product liability, labelling, marketing or sales practices or intellectual property infringement. Our brand image and reputation may also be difficult to protect due to less oversight and control as a result of entering new or different product lines. If we are unable to address and uphold our plans with respect to our sustainability initiatives or actions by and attitudes of regulators and the public health community, our image and brand equity may deteriorate, which may be difficult to combat or reverse and could have a material adverse effect on our business and financial results.

In addition, our brand image, reputation and financial results may be negatively impacted by our ability to navigate social media campaigns and trends in pursuit of various dynamic issues facing society on regional and global levels across the markets in which we operate.

Further, our success is dependent on our ability to protect our intellectual property rights, including trademarks, patents, domain names, trade secrets and know-how. We cannot be certain that the steps we have taken to protect our intellectual property rights will be sufficient or that third parties will not infringe upon or misappropriate these rights or that other parties may claim that our brands infringe on their intellectual property rights. If we are unable to protect our intellectual property rights, it could have a material adverse effect on our business and financial results.

Loss, operational disruptions or closure of a major brewery or other key facility, including those of our suppliers, due to unforeseen or catastrophic events or otherwise, could have a material adverse effect on our business and financial results.

Our business could be interrupted and our financial results could be materially adversely impacted by physical risks such as earthquakes, fires, hurricanes, floods, other severe weather events, acts of war, terrorist attacks, cyberattacks and other disruptions in information systems, disease outbreaks or pandemics and other natural disasters or catastrophic events that damage, disrupt or destroy one of our contracted breweries or key facilities or the key facilities of our significant suppliers. Such significant losses or disruptions could be due to, among other things, the loss or disruption of the timely availability of adequate supplies of essential raw materials for our suppliers, including single-source suppliers; our ability to effectively integrate new suppliers into our operations; material financial issues facing our suppliers, such as bankruptcy or similar proceedings; transportation and logistics challenges, including as a result of governmental restrictions and the availability and capacity of shipping channels as customers may shift to increased online shopping; the loss or disruption of other manufacturing, distribution and supply capabilities; labor shortages, strikes or work stoppages; the loss or disruption of the supply of carbon dioxide gas; acts of war and terrorism; or natural disasters, pandemics, public health crises, or other catastrophic events and the associated impacts of such events, including impacts on our employees, their families, or our suppliers.

If any of our contracted breweries or the key facilities of our significant suppliers experience a significant operational disruption or catastrophic loss, it could delay, disrupt or reduce production, shipments and revenue, and result in potentially significant expenses to repair or replace these properties. Certain catastrophes are not covered by our general insurance policies, which could result in significant unrecoverable losses. Our business and results of operations could also be adversely impacted by under-investment in physical assets or production capacity, including contract brewing and impact the priority of our brands if production capacity is limited. We regularly review our supply chain network in an attempt to ensure that our supply chain capacity is aligned with the needs of the business. Such reviews could potentially result in further closures and the related costs could be material.

Failure to maintain adequate inventory levels would negatively impact operational profitability.

We maintain inventories of our product aging in barrels, as well as inventory needed to meet customer delivery requirements. We have used our barreled spirits inventory at market value as collateral in the Company’s financing. If we do not make timely payments on our financing obligations, or we breach our covenants in any financing document, including maintaining loan-to-value ratios, the lenders may foreclose and take possession of our inventory. In addition, this inventory is always at risk of loss due to theft, fire, evaporation, spoilage, or other damage, and any such loss, whether insured against or not, could cause us to fail to meet our orders and harm our sales and operating results. Also, our inventory may become obsolete as we introduce new products, cease to produce old products or modify the design of our products’ packaging, which would increase our operating losses and negatively impact our results of operations.

RISKS RELATED TO THE SAFE INDUSTRY

As a significant portion of our revenues is derived by demand for our safes and personal security products for firearms storage purposes, we depend on the availability and regulation of firearm/ammunition storage, as well as various economic, social and political factors.

Our performance is influenced by a variety of economic, social, and political factors. General economic conditions and consumer spending patterns can negatively impact our operating results. Economic uncertainty, unfavorable employment levels, declines in consumer confidence, increases in consumer debt levels, increased commodity prices, and other economic factors may affect consumer spending on discretionary items and adversely affect the demand for our products. In times of economic uncertainty, consumers tend to defer expenditures for discretionary items, which affects demand for our products. Any substantial deterioration in general economic conditions that diminish consumer confidence or discretionary income could reduce our sales and adversely affect our operating results. Economic conditions affect governmental political and budgetary policies. As a result, economic conditions can have an effect on the sale of our products to law enforcement, government, and military customers.

Political and other factors can affect our performance. Concerns about presidential, congressional, and state elections and legislature and policy shifts resulting from those elections can affect the demand for our products. As most of our revenue is generated from sales of safes, which are purchased in large numbers for firearms storage, speculation surrounding control of firearms, firearm products, and ammunition at the federal, state, and local level and heightened fears of terrorism and crime can affect consumer demand for our products. Often, such concerns result in an increase in near-term consumer demand and subsequent softening of demand when such concerns subside. Inventory levels in excess of customer demand may negatively impact operating results and cash flow.

Federal and state legislatures frequently consider legislation relating to the regulation of firearms, including amendment or repeal of existing legislation. Existing laws may be affected by future judicial rulings and interpretations of firearm products, ammunition, and safe gun storage. If such restrictive changes to legislation develop, we could find it difficult, expensive, or even impossible to comply with them, impeding new product development and distribution of existing products.

A majority of our safes are built in Mexico. Our financial results may be affected by new tariffs or border adjustment taxes or other import restrictions.

A material percentage of our safes are built in Mexico, along with a majority of our soft goods. We also depend on imports from Canada and other parts of the world. The imposition of tariffs or border adjustment taxes may affect our financial results. The current political climate is hostile to companies manufacturing goods outside of the U.S. Restrictions on trade with foreign countries, imposition of customs duties or further modifications to U.S. international trade policy have the potential to disrupt our supply chain or the supply chains of our customers and to adversely impact demand for our products, our costs, customers, suppliers and/or the U.S. economy or certain sectors thereof, potentially leading to negative effects on our business and financial condition. Significant changes to the U.S. federal government’s trade policies, including new tariffs or the renegotiation or termination of existing trade agreements and/or treaties, may adversely affect our financial performance. In recent years, the U.S. federal government has altered U.S. international trade policy and has indicated its intention to renegotiate or terminate certain existing trade agreements and treaties with foreign governments. The U.S. federal government’s decision to implement new trade agreements, and/or withdraw or materially modify other existing trade agreements or treaties may adversely impact our business, customers and/or suppliers by disrupting trade and commercial transactions and/or adversely affect the U.S. economy or specific portions thereof.

Shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations.

The inability to obtain sufficient quantities of raw materials and components, including those necessary for the production of our products could result in reduced or delayed sales or lost orders. Any delay in or loss of sales or orders could adversely impact our operating results. Many of the materials used in the production of our products are available only from a limited number of suppliers. We do not have long-term supply contracts with any suppliers. As a result, we could be subject to increased costs, supply interruptions, and difficulties in obtaining raw materials and components.

Our reliance on third-party suppliers for various raw materials and components for our products exposes us to volatility in the availability, quality, and price of these raw materials and components. Our orders with certain of our suppliers may represent a very small portion of their total orders. As a result, they may not give priority to our business, leading to potential delays in or cancellation of our orders. A disruption in deliveries from our third-party suppliers, capacity constraints, production disruptions, price increases, or decreased availability of raw materials or commodities could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs. Quality issues experienced by third -party suppliers can adversely affect the quality and effectiveness of our products and result in liability and reputational harm.

The sales of our safes are dependent in large part on the sales of firearms.

We market safes and other personal security products for sale to a wide variety of consumers. Although our customer base is large and diverse, and our products serve our customers’ different needs, our products have been particularly popular among collectors, hunters, sportsmen, competitive shooters, and gun enthusiasts. The sale of safe firearms storage and security components is influenced by the sale and usage of firearms. Sales of firearms are influenced by a variety of economic, social, and political factors, which may result in volatile sales.

We do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs.

Our customers do not provide us with firm, long-term volume purchase commitments, but instead issue purchase orders for our products as needed. As a result, customers can cancel purchase orders or reduce or delay orders at any time. The cancellation, delay, or reduction of customer purchase orders could result in reduced sales, excess inventory, unabsorbed overhead, and reduced income from operations.

We often schedule internal production levels and place orders for products with third party manufacturers before receiving firm orders from our customers. Therefore, if we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products to deliver to our customers. Factors that could affect our ability to accurately forecast demand for our products include the following:

	●	an increase or decrease in consumer demand for our products or for the products of our competitors;
	●	our failure to accurately forecast consumer acceptance of new products;
	●	new product introductions by us or our competitors;
	●	changes in our relationships within our distribution channels;
	●	changes in general market conditions or other factors, which may result in cancellations of orders or a reduction or increase in the rate of reorders placed by retailers;
	●	changes in laws and regulations governing the activities for which we sell products, such as hunting and shooting sports; and
	●	changes in laws and regulations regarding the possession and sale of medical or recreational controlled- substances.

Inventory levels in excess of consumer demand may result in inventory write-downs and the sale of excess inventory at discounted prices, which could have an adverse effect on our business, operating results, and financial condition. If we underestimate demand for our products, our suppliers may not be able to react quickly enough to meet consumer demand, resulting in delays in the shipment of products and lost revenue, and damage to our reputation and customer and consumer relationships. We may not be able to manage inventory levels successfully to meet future order and reorder requirements.

We face intense competition that could result in our losing or failing to gain market share and suffering reduced sales.

We operate in intensely competitive markets that are characterized by price erosion and competition from major domestic and international companies. Competition in the markets in which we operate is based on a number of factors, including price, quality, performance, reliability, styling, product features, and warranties, and sales and marketing programs. This intense competition could result in pricing pressures, lower sales, reduced margins, and lower market share.

Our competitors include nationwide safe manufacturers and various smaller manufacturers and importers. Most of our competitors have greater market recognition, larger customer bases, and substantially greater financial, technical, marketing, distribution, and other resources than we possess and that afford them competitive advantages. As a result, they may be able to devote greater resources to the promotion and sale of products, to invest more funds in intellectual property and product development, to negotiate lower prices for raw materials and components, to deliver competitive products at lower prices, and to introduce new products and respond to consumer requirements more quickly than we can.

Our competitors could introduce products with superior features at lower prices than our products and could bundle existing or new products with other more established products to compete with us. Certain of our competitors may be willing to reduce prices and accept lower profit margins to compete with us. Our competitors could gain market share by acquiring or forming strategic alliances with other competitors.

Finally, we may face additional sources of competition in the future because new distribution methods offered by the Internet and electronic commerce have removed many of the barriers to entry historically faced by start-up companies. Retailers also demand that suppliers reduce their prices on products, which could lead to lower margins. Any of the foregoing effects could cause our sales to decline, which would harm our financial position and results of operations.

Our ability to compete successfully depends on a number of factors, both within and outside our control. These factors include the following:

	●	our success in developing, producing, marketing, and successfully selling new products;
	●	our ability to efficiently manage our operations;
	●	our ability to implement our strategies and business plans;
	●	our ability to achieve future operating results;
	●	our ability to address the needs of our consumer customers;
	●	the pricing, quality, performance, and reliability of our products;
	●	the quality of our customer service;
	●	the efficiency of our production; and
	●	product or technology introductions by our competitors.

Because we believe technological and functional distinctions among competing products in our markets are perceived by many end-user consumers to be relatively modest, effectiveness in marketing and manufacturing are particularly important competitive factors in our business.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

Our success depends upon our ability to introduce new products that track customer preferences.

Our success depends upon our ability to introduce new products that track consumer preferences. Our efforts to introduce new products into the market may not be successful, and new products that we introduce may not result in customer or market acceptance. We develop new products that we believe will match consumer preferences. The development of a new product is a lengthy and costly process and may not result in the development of a marketable or profitable product. Failure to develop new products that are attractive to consumers could decrease our sales, operating margins, and market share and could adversely affect our business, operating results, and financial condition.

Our advertising and promotional investments may affect the Company’s financial results but not be effective.

The Company has made and expects to continue to make, significant advertising and promotional expenditures to enhance its brand. These expenditures may adversely affect the Company’s results of operations in a particular quarter or even for the full year, and may not result in in increased sales. Variations in the levels of advertising and promotional expenditures have in the past caused, and are expected in ~~the~~ the future to continue to cause, variability in the Company’s quarterly results of operations. While the Company attempts to invest only in effective advertising and promotional activities, it is difficult to correlate such investments with sales results, and there is no guarantee that the Company’s expenditures will be effective in building brand equity or growing long -term sales.

Our business depends on maintaining and strengthening our brand, as well as our reputation as a producer of high-quality goods, to maintain and generate ongoing demand for our products, and any harm to our brand could result in a significant reduction in such demand which could materially adversely affect our results of operations.

The “American Rebel” name and brand image are integral to the growth of our business, as well as to the implementation of our strategies for expanding our business. Our success depends on the value and reputation of our brand, which, in turn, depends on factors such as the quality, design, performance, functionality and durability of our products, e-commerce sales and retail partner floor spaces, our communication activities, including advertising, social media and public relations, and our management of the customer experience, including direct interfaces through customer service. Maintaining, promoting, and positioning our brand are important to expanding our customer base and will depend largely on the success of our marketing and merchandising efforts and our ability to provide consistent, high-quality consumer experiences. To sustain long-term growth, we must continue to successfully promote our products to consumers, as well as other individuals, who value and identify with our brand.

Ineffective marketing, negative publicity, product diversion to unauthorized distribution channels, product or manufacturing defects, and those and other factors could rapidly and severely diminish customer confidence in us. Maintaining and enhancing our brand image are important to expanding our customer base. If we are unable to maintain or enhance our brand in current or new markets, or if we fail to continue to successfully market and sell our products to our existing customers or expand our customer base, our growth strategy and results of operations could be harmed.

Additionally, independent third parties and consumers often review our products as well as those of our competitors. Perceptions of our offerings in the marketplace may be significantly influenced by these reviews, which are disseminated via various media, including the Internet. If reviews of our products are negative, or less positive as compared to those of our competitors, our brand may be adversely affected and our results of operations materially harmed.

We have a limited operating history on which you can evaluate our company.

We have a limited operating history upon which an evaluation of our business plan or performance and prospects can be made. Our business and prospects must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a newly established business and creating a new line of products. The risks include, in part, the possibility that we will not be able to develop functional and scalable products, or that although functional and scalable, our products and will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that our competitors have such a significant advantage in brand recognition that our products will not be considered by potential customers; that we are not able to upgrade and enhance our technologies and products to accommodate new features as the market evolves; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that we can successfully address these challenges. If it is unsuccessful, we and our business, financial condition and operating results could be materially and adversely affected.

The current and future expense levels are based largely on estimates of planned operations and future revenues. It is difficult to accurately forecast future revenues because our business is relatively new, and our market is rapidly developing. If our forecasts prove incorrect, the business, operating results and our financial condition will be materially and adversely affected. Moreover, we may be unable to adjust our spending in a timely manner to compensate for any unanticipated reduction in revenue. As a result, any significant reduction in revenues would immediately and adversely affect our business, financial condition and operating results.

We are highly dependent on Charles A. Ross, our Chief Executive Officer. The loss of our Chief Executive Officer, whose knowledge, leadership and industry reputation upon which we rely, could harm our ability to execute our business plan.

We are highly dependent on Charles A. Ross, our Chief Executive Officer, Chairman of our board of directors (the “Board” or “Board of Directors”) and largest stockholder. Our success depends heavily upon the continued contributions of Mr. Ross, whose leadership, industry reputation, entrepreneurial background and creative marketing skills may be difficult to replace at this stage in our business development, and on our ability to attract and retain similarly positioned prominent leaders. If we were to lose the services of our Chief Executive Officer, our ability to execute our business plan may be harmed and we may be forced to limit operations until such time as we could hire suitable replacements.

We cannot predict when we will achieve profitability.

We have not been profitable and cannot predict when or if we will achieve profitability. We have experienced net losses since our inception in December 2014.

19We cannot predict when we will achieve profitability, if ever. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of December 31, 2025, we had an accumulated deficit of $99,411,489.

We cannot predict when we will achieve profitability, if ever. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations. Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of December 31, 2024, we had an accumulated deficit of $64,491,550.

We have limited financial resources. Our independent registered auditor’s report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

We have recorded net losses since inception and have significant accumulated deficits. We have relied upon loans and equity financings for operating capital. Total revenues will be insufficient to pay off existing debt and fund operations. We may be required to rely on further debt financing, further loans from related parties, and private placements of our common and preferred stock for our additional cash needs. Such funding sources may not be available, or the terms of such funding sources may not be acceptable to us.

We have identified several material weaknesses in our internal control over financial reporting. If we are unable to remediate these weaknesses, or otherwise fail to maintain proper and effective internal controls, our ability to produce timely and accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business, our stock price and access to the capital markets.

We have identified material weaknesses in our internal control over financial reporting and those weaknesses have led to a conclusion ~~that~~ that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 31, ~~2024~~ 2025 or ~~2023~~2024. Our inability to remediate the material weaknesses, our discovery of additional weaknesses, and our inability to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting, could adversely affect our results of operations, our stock price and investor confidence in our company.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that companies evaluate and report on the effectiveness of their internal control over financial reporting. As disclosed in more detail under Item 9A, “Controls and Procedures” above, we identified material ~~weaknesses~~ weaknesses as of December 31, 2023 in our internal control over financial reporting, which continues to exist as of December 31, ~~2024~~2025. Due to the material weaknesses in our internal control over financial reporting, we have also concluded our disclosure controls and procedures ~~were~~ were not effective as of December 31, ~~2024~~2025.

Failure to have effective internal control over financial reporting and disclosure controls and procedures can impair our ability to produce accurate financial statements on a timely basis and has led and could again lead to a restatement of our financial statements. For example, the identified material weaknesses resulted in material adjustments to the consolidated financial statements for the years ended December 31, 2023 and 2022. If, as a result of the ineffectiveness of our internal control over financial reporting and disclosure controls and procedures, we cannot provide reliable financial statements, our business decision processes may be adversely affected, our business and results of operations could be harmed, investors could lose confidence in our reported financial information and our ability to obtain additional financing, or additional financing on favorable terms, could be adversely affected.

Our management has taken action to begin remediating the material weaknesses; however, certain remedial actions have not started or have only recently been undertaken, and while we expect to continue to ~~implement~~enhance our remediation plans throughout the ~~fiscal~~ year ending December 31, ~~2025~~ 2026, we cannot be certain as to when remediation will be fully completed. In addition, we could in the future identify additional ~~internal~~ internal control deficiencies that could rise to the level of a material weakness or uncover other errors in financial reporting. During the course of our evaluation, we may identify areas requiring improvement and may be required to design additional enhanced processes and controls to address issues identified through this review. In addition, there can be no assurance that such remediation efforts will be successful, that our internal control over financial reporting will be effective as a result of these efforts or that any such future ~~deficiencies~~ deficiencies identified may not be material weaknesses that would be required to be reported in future periods.

If we fail to remediate these material weaknesses and maintain effective disclosure controls and procedures or internal control over financial reporting, we may not be able to rely on the integrity of our financial results, which could result in inaccurate or additional late reporting of our financial results, as well as delays or the inability to meet our future reporting obligations or to comply with SEC rules and regulations. This could result in claims or proceedings against us, including by stockholders or the SEC. The defense of any such claims could cause the diversion of the Company’s attention and resources and could cause us to incur significant legal and other expenses even if the matters are resolved in our favor.

We restated certain of our previously issued consolidated financial statements, which resulted in unanticipated costs and may affect investor confidence and raise reputational issues.

We reached a determination to restate our consolidated financial statements and related disclosures for the years ended December 31, ~~2023~~ 2023 and 2022 in our Form 10-K/A filed on January 29, 2025. The restatement also included other adjustments to historical periods. As a result, we have incurred unanticipated costs for accounting, professional and legal fees in connection with or related to the restatement, and have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.

Absent relief, as a result of our failure to timely file a periodic report with the SEC, we are currently ineligible to continue to use or file short form shelf registration statements on Form S-3, which may impair our ability to raise capital on terms favorable to us, in a timely manner or at all.

Form S-3 permits eligible issuers to conduct registered offerings using a short form registration statement that allows the issuer to incorporate by reference its past and future filings and reports made under the Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Form S-3 enables eligible issuers to conduct primary offerings “off the shelf” under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). The shelf registration process, combined with the ability to forward incorporate information, allows issuers to avoid delays and interruptions in the offering process and to access the capital markets in a more expeditions and efficient manner than raising capital in a standard registered offering pursuant to a registration statement on Form S-3. The ability to newly register securities for resale may also be limited as a result of the loss of Form S-3 eligibility with respect to such registrations.

As a result of our failure to timely file a periodic report with the SEC in connection with our reaudit of the years ended December 31, 2023 and 2022, absent a waiver of the Form S-3 eligibility requirements, we are ineligible to use or file new short form registration statements on Form S-3. In the event of the absence of a waiver, our inability to use or file new registration statements on Form S-3 may significantly impair our ability to raise necessary capital to run our operations and progress our business and product development programs. If we seek to access the capital markets through a registered offering during the period of time that we are unable to file a new registration statement on Form S-3, we may be required to publicly disclose a proposed offering and the material terms thereof before the offering commences, we may experience delays in the offering process due to SEC review of a Form S-1 registration statement, and we may incur increased offering and transaction costs and other considerations. Disclosing a public offering prior to the formal commencement of an offering may result in downward pressure on our stock price. If we are unable to raise capital through a registered offering, we would be required to conduct our equity financing transactions on a private placement basis, which may be subject to pricing, size and other limitations imposed under the Nasdaq Stock Exchange (“Nasdaq”) rules, or seek other sources of capital. In addition, we will not be permitted to conduct an “at the market offering” absent an effective primary registration statement on Form S-3.24

As a result of our failure to timely file a periodic report with the SEC in connection with our reaudit of the years ended December 31, 2023 and 2022, absent a waiver of the Form S-3 eligibility requirements, we are ineligible to use or file new short form registration statements on Form S-3. In the event of the absence of a waiver, our inability to use or file new registration statements on Form S-3 may significantly impair our ability to raise necessary capital to run our operations and progress our business and product development programs. If we seek to access the capital markets through a registered offering during the period of time that we are unable to file a new registration statement on Form S-3, we may be required to publicly disclose a proposed offering and the material terms thereof before the offering commences, we may experience delays in the offering process due to SEC review of a Form S-1 registration statement, and we may incur increased offering and transaction costs and other considerations. Disclosing a public offering prior to the formal commencement of an offering may result in downward pressure on our stock price. If we are unable to raise capital through a registered offering, we would be required to conduct our equity financing transactions on a private placement basis, which may be subject to pricing, size and other limitations imposed under the Nasdaq Stock Exchange (“Nasdaq”) rules or seek other sources of capital. In addition, we will not be permitted to conduct an “at the market offering” absent an effective primary registration statement on Form S-3.

Our failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further, material adverse consequences to our business, our financial condition, results of operations and our cash flows.

As previously publicly disclosed, we have failed to timely file our quarterly report for the nine months ended September 30, 2024.

Also as previously publicly disclosed, we have restated previously issued financial statements for the years ended December 31, 2023 and 2022.

Our failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further, material adverse consequences to, and pose significant risk to, our business, which could materially and adversely affect our business, our financial condition, our results of operations and our cash flows. These adverse consequences include, but are not limited to, the potential delisting of our Common Stock on the Nasdaq Stock Exchange (“Nasdaq”), stockholder litigation, SEC investigations, stockholder activism, violations of our obligations under our existing material arrangements, including our credit agreements and the terms of our other financing agreements, our ability to raise capital on attractive terms, or at all, significant fluctuations in the value of our Common Stock, among others.

Our failure to timely file the September 30, 2024 Form 10-Q with the SEC and our prior restatements may subject us to stockholder litigation or governmental or regulatory investigations. We have incurred, and may be required in future to incur further, significant accounting, consulting, professional and legal fees and other expenses related to the late filing and the restatements.

We also may fail to be timely on our future filings, which, in addition to the risks and consequences described above, may create further harm to us. For example, we may incur penalty or other default fees owed to holders of our debt instruments as a result of our failure to timely file our periodic reports. In addition, the holders of these debt instruments may raise additional claims resulting from the Company’s inability to timely and accurately report its financial information, which could cause further harm to the Company and its stockholders, all of which could materially and adversely affect to our business, our financial condition, results of operations and cash flows.

We will need additional capital and continued access to operating lines of credit in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.

We have and expect to continue to have substantial working capital needs. Our cash on hand, together with cash generated from product sales, cash equivalents and short-term investments will not meet our working capital and capital expenditure requirements for the next twelve months. Throughout ~~2024 and continuing into~~ 2025, we have raised a substantial amount of debt to fund our operations. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.

If we experience operating difficulties, lose access to important operating lines of credit or other factors, many of which may be beyond our control, cause our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing and growth programs. We require additional financing, in addition to anticipated cash generated from our operations, to fund our working capital requirements. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis.

Our financial results may be affected by tariffs or border adjustment taxes or other import restrictions.

Our current backpack and apparel suppliers have facilities both in China and Mexico and the imposition of tariffs or border adjustment taxes may affect our financial results. The current political climate is hostile to companies manufacturing goods outside of the US. At the current manufacturing levels, it is impractical to seek manufacturing facilities in the United States as US manufacturers are unable to meet or even approach the cost of manufacturing small quantities of custom-made goods. We are in the process of locating an alternative supplier which will have the capacity to produce commercial volumes of our backpacks and apparel to meet our expected demands. However, we have not yet located a suitable supplier and, even if we are able to do so, there is no guarantee that our manufacturing process will scale to produce our products in quantities sufficient to meet demand.

An inability to expand our e-commerce business and sales organization to effectively address existing and new markets that we intend to target could reduce our future growth and impact our business and operating results.

Consumers are increasingly purchasing products online. We operate a direct-to-consumer e-commerce store to maintain an online presence with our end users. The future success of our online operations depends on our ability to use our marketing resources to communicate with existing and potential customers. We face competitive pressure to offer promotional discounts, which could impact our gross margin and increase our marketing expenses. We are limited, however, in our ability to fully respond to competitor price discounting because we cannot market our products at prices that may produce adverse relationships with our customers that operate brick and mortar locations as they may perceive themselves to be at a disadvantage based on lower e-commerce pricing to end consumers. There is no assurance that we will be able to successfully expand our e-commerce business to respond to shifting consumer traffic patterns and direct-to-consumer buying trends.

In addition, e-commerce and direct-to-consumer operations are subject to numerous risks, including implementing and maintaining appropriate technology to support business strategies; reliance on third-party computer hardware/software and service providers; data breaches; violations of state, federal or international laws, including those relating to firearms and ammunition sales; online privacy; credit card fraud; telecommunication failures; electronic break-ins and similar disruptions; and disruption of Internet service. Our inability to adequately respond to these risks and uncertainties or to successfully maintain and expand our direct-to-consumer business may have an adverse impact on our business and operating results.

We sell products that create exposure to potential product liability, warranty liability, or personal injury claims and litigation.

Our products are used to store, in part, items that involve risk of personal injury and death. Our products expose us to potential product liability, warranty liability, and personal injury claims and litigation relating to the use or misuse of our products, including allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product or activities associated with the product, negligence, and strict liability. If successful, any such claims could have a material adverse effect on our business, operating results, and financial condition. Defects in our products may result in a loss of sales, recall expenses, delay in market acceptance, and damage to our reputation and increased warranty costs, which could have a material adverse effect on our business, operating results, and financial condition. Although we maintain product liability insurance in amounts that we believe are reasonable, we may not be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance coverage. In addition, our reputation may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products.

Despite our indebtedness levels, we are able to incur substantially more debt. This could further increase the risks associated with its leverage.

We may incur substantial additional indebtedness in the future, although certain terms of current debt agreements prohibit us from doing so. To the extent that we incur additional indebtedness, the risks associated with its substantial indebtedness described above, including its possible inability to service its debt, will increase.

At this stage of our business operations, even with our good faith efforts, investors in our company may lose some or all of their investment.

Because the nature of our business is expected to change as a result of shifts in the industries in which we operate, competition, and the development of new and improved technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication of future performance. Further, we have raised substantial debt and equity to fund our business operations, which to date have generated insufficient revenue to support our working capital needs.

While management believes its estimates of projected occurrences and events are within the timetable of its business plan, our actual results may differ substantially from those that are currently anticipated. If our revenues do not increase to a level to support our working capital needs, we will be forced to seek equity capital to fund our operations and repay our substantial debt balances, which may not be available to us on acceptable terms or at all.

Product defects could adversely affect the results of our operations.

The design, manufacture and marketing of our products involve certain inherent risks. Manufacturing or design defects, unanticipated use of our products, or inadequate disclosure of risks relating to the use of our products can lead to injury or other adverse events. We may not properly anticipate customer applications of our products and our products may fail to survive such unanticipated customer use. If our products fail to adequately perform to meet the customer’s expectations, the customer may demand refunds or replacements which will negatively affect our profitability.

We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.

Our products support the use and access to firearms and if our products are ineffective, we could require protection against potential product liability claims.

We will not be profitable unless we can demonstrate that our products can be manufactured at low prices.

To date, we have manufactured our products in limited volume. As we create demand for our products, our projections require the benefit of volume discounts as we increase the size of our order. We can offer no assurance that either we or our manufacturing partners will develop efficient, automated, low-cost manufacturing capabilities and processes to meet the quality, price, engineering, design and production standards or production volumes required to successfully mass market our products. Even if we or our manufacturing partners are successful in developing such manufacturing capability and processes, we do not know whether we or they will be timely in meeting our product commercialization schedule or the production and delivery requirements of potential customers. A failure to develop such manufacturing processes and capabilities could have a material adverse effect on our business and financial results.

Our profitability in part is dependent on material and other manufacturing costs. We are unable to offer any assurance that either we or a manufacturing partner will be able to reduce costs to a level that will allow production of a competitive product or that any product produced using lower cost materials and manufacturing processes will not suffer from a reduction in performance, reliability and longevity.

War, terrorism, other acts of violence or natural or manmade disasters such as a pandemic, epidemic, outbreak of an infectious disease or other public health crisis may affect the markets in which we operate, our customers, our delivery of products and customer service, and could have a material adverse impact on our business, results of operations, or financial costs condition.

Our business and supply chain may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the pandemics similar to the outbreak of COVID-19).

Such events may cause customers to suspend their decisions on using our products and services, make it impossible to access some of our inventory, and give rise to sudden significant changes in regional and global economic conditions and cycles that could interfere with purchases of goods or services and commitments to develop new products and services. These events pose significant risks to our personnel and to physical facilities, transportation and operations, which could materially adversely affect our financial results.

Any significant disruption to communications and travel, including travel restrictions and other potential protective quarantine ~~measures~~ measures against pandemics similar to COVID-19 or other public health crisis by governmental agencies, could make it difficult for us to deliver goods services to its customers. War, riots, or other disasters may increase the need for our products and demand by government and military may make it difficult for ~~use~~us to provide products to customers. Further, travel restrictions and protective measures against pandemics similar to COVID-19 could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the highly skilled personnel we need for our operations. Due to the substantial uncertainty related to the effects of the pandemic, its duration and the related market impacts, including the economic stimulus activity, we are unable to predict the specific impact the pandemic and related restrictions (including the lifting or re-imposing of restrictions due to the Omicron variant or otherwise) will have on our results of operations, liquidity or long-term financial results.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we are required to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of maintaining public company reporting requirements could be significant and may preclude us from seeking financing or equity investment on terms acceptable to us and our stockholders. We estimate these costs to be in excess of $1,000,000 per year and may be higher if our business volume or business activity increases significantly. Our current estimate of costs does not include the necessary expenses associated with compliance, documentation and specific reporting requirements of Section 404 as we will not be subject to the full reporting requirements of Section 404 until we exceed $700 million in public float market capitalization.

If our revenues are insufficient or non-existent, or we cannot satisfy many of these costs through the issuance of shares or debt, we may be unable to satisfy these costs in the normal course of business. This would certainly result in our being unable to continue as a going concern.

Any acquisitions that we potentially undertake will involve significant risks, and any acquisitions that we undertake in the future could disrupt our business, dilute stockholder value, and harm our operating results.

Part of our growth strategy is to expand our operations through strategic acquisitions to enhance existing products and offer new products, enter new markets and businesses, strengthen and avoid interruption from our supply chain, and enhance our position in current markets and businesses. Acquisitions involve significant risks and uncertainties. We cannot accurately predict the timing, size, and success of any future acquisitions. We may be unable to identify suitable acquisition candidates or to complete the acquisitions of candidates that we identify. Increased competition for acquisition candidates or increased asking prices by acquisition candidates may increase purchase prices for acquisitions to levels beyond our financial capability or to levels that would not result in the returns required by our acquisition criteria. Unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions could inhibit our growth and negatively impact our operating results.

Our ability to complete acquisitions that we desire to make will depend upon various factors, including the following:

	●	the availability of suitable acquisition candidates at attractive purchase prices;
	●	the ability to compete effectively for available acquisition opportunities;
	●	the availability of cash resources, borrowing capacity, or stock at favorable price levels to provide required purchase prices in acquisitions;
	●	the ability of management to devote sufficient attention to acquisition efforts; and
	●	the ability to obtain any requisite governmental or other approvals.

We may have little or no experience with certain acquired businesses, which could involve significantly different supply chains, production techniques, customers, and competitive factors than our current business. This lack of experience would require us to rely to a great extent on the management teams of these acquired businesses. These acquisitions could require us to make significant investments in systems, equipment, facilities, and personnel in anticipation of growth. These costs could be essential to implement our growth strategy in supporting our expanded activities and resulting corporate structure changes. We may be unable to achieve some or all of the benefits that we expect to achieve as we expand into these new markets within the time frames we expect, if at all. If we fail to achieve some or all of the benefits that we expect to achieve as we expand into these new markets, or do not achieve them within the time frames we expect, our business, financial condition, and results of operations could be adversely affected.

Unforeseen expenses, difficulties, and delays frequently encountered in connection with future acquisitions could inhibit our growth and negatively impact our profitability. Any future acquisitions may not meet our strategic objectives or perform as anticipated. In addition, the size, timing, and success of any future acquisitions may cause substantial fluctuations in our operating results from quarter to quarter. These interim fluctuations could adversely affect the market price of our common stock.

If we finance any future acquisitions in whole or in part through the issuance of common stock or securities convertible into or exercisable for common stock, existing stockholders will experience dilution in the voting power of their common stock and earnings per share could be negatively impacted. The extent to which we will be able or willing to use our common stock for acquisitions will depend on the market price of our common stock from time-to-time and the willingness of potential acquisition candidates to accept our common stock as full or partial consideration for the sale of their businesses. Our inability to use our common stock as consideration, to generate cash from operations, or to obtain additional funding through debt or equity financings to pursue an acquisition could limit our growth.

We may not be able to successfully fund future acquisitions of new businesses due to the lack of availability of debt or equity financing on acceptable terms, which could impede the implementation of our acquisition strategy and materially adversely impact our financial condition, business and results of operations.

In order to make future acquisitions, we intend to raise capital primarily through debt financing, additional equity offerings, the sale of stock or assets of our businesses, and by offering equity in the businesses to the sellers of target businesses or by undertaking a combination of any of the above. Since the timing and size of acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully from attractive acquisition opportunities. Such funding may not be available on acceptable terms. In addition, the level of our indebtedness may impact our ability to borrow funds on acceptable terms. Another source of capital for us may be the sale of additional shares of common stock, subject to market conditions and investor demand for the shares at prices that we consider to be in the interests of our stockholders. These risks may materially adversely affect our ability to pursue our acquisition strategy successfully and materially adversely affect our financial condition, business and results of operations.

The industries in which we operate are competitive, price sensitive and subject to risks of governmental regulations or laws. If our competitors are better able to develop and market products that are more effective, less costly, easier to use, or are otherwise more attractive, we may be unable to compete effectively with other companies.

The safe and personal security industry is characterized by intense competition. We will face competition on the basis of product features, reliability, price, apparent value, and other factors. Competitors may include large safe makers and other companies, some of which have significantly greater financial and marketing resources than we do, and firms that are more specialized than we are with respect to particular markets. Our competition may respond more quickly to new or emerging styles, undertake more extensive marketing campaigns, have greater financial, marketing and other resources than ours or may be more successful in attracting potential customers, employees and strategic partners.

Our industry could experience greater scrutiny and regulation by governmental authorities, which may lead to greater governmental regulation in the future.

The rapidly growing interest in new concealed carry products that this rapidly growing market may attract the attention of government regulators and legislators. The current trend in legislation is to roll back or minimize access to firearms restrictions, but there can be no assurance that this trend will continue.

RISKS RELATED TO OUR LEGAL AND REGULATORY ENVIRONMENT

Failure to comply with applicable laws and changing legal and regulatory requirements could harm our business and financial results.

Our policies and procedures are reasonably designed to comply with applicable laws, accounting and reporting requirements, tax rules and other regulations and requirements, including those imposed by the SEC, and foreign countries, as well as applicable trade, labor, safety, environmental, labeling and gun safety related laws, such as the Protection of Lawful Commerce in Arms Act as well as state laws. The complexity of the regulatory environment in which we operate and the related cost of compliance are both increasing due to additional or changing legal and regulatory requirements, our ongoing expansion into new markets and new channels, and the fact that foreign laws occasionally conflict with domestic laws. In addition to potential damage to our reputation and brand, failure by us or our business partners to comply with the various applicable laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in litigation, civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements and have an adverse impact on our business and financial results.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, ~~2024~~2025 and ~~December 31~~2024, ~~2023,~~ we continue to have net operating loss carryforwards, or “NOLs”, for federal and state income tax purposes of $6476,~~393~~442,~~753~~938 and $4664,~~789~~393,~~389~~753, respectively, which begin to expire in 2032. Net operating loss carryforwards are available to reduce future taxable income. Federal net operating losses generated before 2018 will begin to expire in 2032. Federal net operating losses generated in and after 2018 may be carried forward indefinitely. The expiration of state NOL carryforwards vary by state and begin to expire in 2024. It is possible that we will not generate sufficient taxable income in time to use the NOLs before their expiration, or at all. Under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation ~~undergoes~~ undergoes an “ownership change,” the corporation’s ability to use its pre-change NOLs and other tax attributes to offset ~~its~~ its post-change income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ~~ownership~~ ownership by “5 percent (and greater than 5 percent) stockholders” that exceeds 50 percentage points or more in change over a rolling three-year period. Similar rules may apply under state tax laws. Our ability to use NOLs and other tax attributes to reduce future taxable income and liabilities may be subject to annual limitations as a result of prior ownership changes and ownership changes that may occur in the future (which may be outside our control).

Under the Tax Cuts and Jobs Act of 2017, or the Tax Act, as amended by the CARES Act, NOLs arising in tax years beginning after December 31, 2017, are subject to an 80% of taxable income limitation (as calculated before taking the NOLs into account). In addition, NOLs arising in tax years 2018, 2019, and 2020 were subject to a five-year carryback along with an indefinite carryforward, while NOLs arising in tax years beginning after December 31, 2020, are subject to indefinite carryforward but cannot be carried back. Our NOLs may be subject to limitations in other jurisdictions. For example, California recently enacted legislation suspending the use of NOLs for tax years 2020, 2021, and 2022 for many taxpayers. In future years, if and when a net deferred tax asset is recognized related to our NOLs, the changes in the carryforward/carryback periods as well as new limitations on use of NOLs may significantly impact our valuation allowance assessments for NOLs generated after December 31, 2017.

If we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights.

Our future success depends upon our proprietary technology. Our protective measures, including patent and trade secret protection, may prove inadequate to protect our proprietary rights. The right to stop others from misusing our trademarks, service marks, and patents in commerce depends to some extent on our ability to show evidence of enforcement of our rights against such misuse in commerce. Our efforts to stop improper use, if insufficient, may lead to loss of trademark and service mark rights, brand loyalty, and notoriety among our customers and prospective customers. The scope of any patent that we have or may obtain may not prevent others from developing and selling competing products. The validity and breadth of claims covered in technology patents involve complex legal and factual questions, and the resolution of such claims may be highly uncertain, and expensive. In addition, our patents may be held invalid upon challenge, or others may claim rights in or ownership of our patents. Company owned trademarks are listed under the heading Intellectual Property.

We are subject to the periodic reporting requirements of Section 15(d) and 12(g) of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in, and the complexity of our reports cannot be determined at this time and will affect the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

However, for as long as we remain a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, reduced financial statement disclosure in registration statements, which must include two years of audited financial statements, reduced financial statement disclosure in annual reports on Form 10-K, and exemptions from the auditor attestation of management’s assessment of internal control over financial reporting. We may take advantage of these reporting exemptions until we are no longer a smaller reporting company.

If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, could drop significantly.

We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As disclosed in Item 9A, management identified material weaknesses in our internal control over financial reporting related to the financial reporting cycle.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of our material weaknesses, management concluded that our internal control over financial reporting was not effective. Management has developed a remediation plan in response to the material weakness identified. During 2024, management added additional experienced accounting personnel and continued to leverage external accounting resources to strengthen the financial close and reporting process so as to more effectively detect such misstatements in a more timely fashion. The Company intends to continue strengthening its internal resources while utilizing an external consulting firm to support public reporting requirements. This remediation plan is intended to address the identified material weaknesses and enhance our overall control environment.

Material weaknesses in our internal control over financial reporting have previously required us to restate our financial statements and if our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our Consolidated Financial Statements may contain material misstatements and we could be required to restate our financial results. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

The Company previously restated its consolidated financial statements for the years ended December 31, 2023 and 2022. As a result of material weaknesses that we identified in our internal control over financial reporting, the associated restatement, we may be subject to potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES

Stockholders’ voting power and ownership interest may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares.

Our Second Amended and Restated Articles of Incorporation authorizes our board of directors to issue up to 600,000,000 shares of common stock and up to 10,000,000 shares of preferred stock, of which we have designated 150,000 shares as Series A – Convertible Preferred Stock (“Series A Preferred Stock”) (124,812 of which were issued to three members of management, Messrs. Charles A. Ross, Jr., Doug E. Grau and Corey Lambrecht), and have superior voting rights of 1,000 to 1 over shares of our common stock, resulting in over 98% of the available stockholder votes, and are convertible (subject to vesting requirements) at a ratio of 500 to 1 into shares of common stock. The power of the board of directors to issue shares of common stock, preferred stock, warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval, except for issuances of more than 20% of the company’s outstanding common stock or its voting power. The Series A Preferred Stock was issued prior to these shareholder approval limitations.

While we have completed several capital raises utilizing multiple financial institutions, we may attempt to raise additional capital by returning to the market to sell shares of common or preferred stock, possibly at a deep discount to the market price of our common stock. These actions may result in dilution of the ownership interests and voting power of existing stockholders, further dilute common stock book value, and may delay, defer or prevent a change of control. While we are currently in a capital raise utilizing our Series C and D Preferred Stock, we do not believe that the terms of the offering are at a deep discount.

Additionally, other series of preferred stock, besides our Series C and D Preferred Stock, currently being offered, may carry the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock, superior voting or conversion rights and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

Our board of directors has the authority, without stockholder approval, to issue additional series of preferred stock with terms that may not be beneficial to Common Stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our Second Amended and Restated Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

Our common stock may be affected by limited trading volume and our share price may be volatile, which could adversely impact the value of our common stock.

There can be no assurance that an active trading market in our common stock can be maintained. Our common stock is likely to experience significant price and volume fluctuations in the future, which could adversely affect the market price of our common stock without regard to our operating performance and the market price of our common stock may drop below the price paid by investors. In addition, we believe that factors such as our operating results, quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common stock will be stable or appreciate over time.

Short sellers of our common stock may drive down the market price of our common stock.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is therefore in the short seller’s interest for the price of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects and similar matters calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short. Issuers whose securities have historically had limited trading volumes and/or have been susceptible to relatively high volatility levels can be particularly vulnerable to such short seller attacks.

The publication of any such commentary regarding us by a short seller may bring about a temporary, or possibly long term, decline in the market price of our common stock. No assurances can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise.

We may not be able to maintain a listing of our common stock on the Nasdaq Capital Market.

We must meet certain financial and liquidity criteria to maintain the listing of our common stock on the Nasdaq. If we violate the Nasdaq’s listing requirements or fail to meet its listing standards, our common stock may be delisted. In addition, our board of directors may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from the Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment.

On February 28, 2024 the Company received a written notice from Nasdaq stating that because the Company has not yet held an annual meeting of shareholders within 12 months of the end of the Company’s 2022 fiscal year end, it no longer complies with Nasdaq Listing Rule 5620(a) for continued listing on The Nasdaq Capital Market. The Company had until April 15, 2024, which was 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq accepted the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance. The Company held its annual meeting of stockholders on June 27, 2024, thereby regaining compliance with the Nasdaq annual meeting requirement.

As previously disclosed, on April 23, 2024, the Company received notice from Nasdaq indicating that, while the Company had not regained compliance with the Bid Price Requirement, Nasdaq had determined that the Company was eligible for an additional 180-day period, or until October 21, 2024, to regain compliance. On October 2, 2024, the Company effectuated a 1-for-9 reverse stock split, which resulted in its stock price increasing above the Bid Price Requirement. On October 16, 2024, the Company received a written notification from Nasdaq indicating that, as of October 15, 2024, the Company had regained compliance with the Bid Price Requirement.

On November 22, 2024, the Company received a notice from Nasdaq indicating that, as a result of not having timely filed the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, the Company is not in compliance with Nasdaq Listing Rules which require timely filing of periodic reports with the SEC. Pursuant to the Nasdaq Listing Rules, the Company has until January 21, 2025 to submit a plan to regain compliance. If the plan is accepted, an extension may be granted of up to 180 calendar days from the due date of the Initial Delinquent Filing, or May 19, 2025, to regain compliance. The Company submitted a compliance plan on January 20, 2025 and filed its Form 10-Q for the period ended September 30, 2024 on February 7, 2025. On February 10, 2025, the Company received a written notification from the Staff indicating that the Company had regained compliance with the periodic filing requirement under Nasdaq Listing Rules

On February 19, 2025, the Company received a notification letter Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) because the stockholders’ equity of the Company as of September 30, 2024, as reported in the Company’s Quarterly ~~Report~~ Report on Form 10-Q filed with the SEC on February 7, 2025, was below the minimum requirement of $2,500,000 (the “Stockholders’ Equity Requirement”). ~~The~~Pursuant ~~Notification~~to ~~Letter~~Nasdaq’s ~~has~~Listing noRules, ~~immediate~~the ~~effect~~Company onhad 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company’s ~~continued~~submitted ~~listing~~the Compliance Plan on April 7, 2025. On June 11, 2025, the Company received a letter from Nasdaq ~~Capital~~ ~~Market~~accepting the Compliance Plan and granting an extension through August 18, ~~subject~~2025 to evidence compliance with the Rule. On August 20, 2025, the Company’s received written notice from the Listing Qualifications Staff of Nasdaq that the Company has not regained compliance with the ~~other~~Stockholders’ ~~continued~~Equity ~~listing~~Requirement ~~requirements~~by August 18, 2025. ~~Pursuant~~The Company submitted an appeal to Nasdaq on August 27, 2025, which stayed the delisting and suspension of the Company’s securities ~~Listing~~pending ~~Rules,~~the decision of the ~~Company~~Panel. ~~has~~A 45hearing ~~calendar~~was ~~days~~held ~~(until~~on ~~April~~September 730, 2025). On October 20, to2025, ~~submit~~the Company received a ~~plan~~decision letter from the Panel granting the Company’s request to ~~evidence~~continue its listing on Nasdaq, subject to the condition that, on or before November 15, 2025, the Company shall demonstrate compliance with ~~the~~Nasdaq Listing Rule 5550(a b)(1) (the “~~Compliance~~Equity ~~Plan~~Rule”). ~~The~~On ~~Company~~November ~~intends~~10, 2025, tothe ~~submit~~Company afiled ~~Compliance~~its ~~Plan~~Form ~~within~~10-Q for the ~~required~~third ~~time~~quarter ended September 30, ~~although~~2025, ~~there~~wherein ~~can~~the beCompany noreported total stockholders’ ~~assurance~~equity ~~that~~of $3,378,257. This level exceeds the ~~Compliance~~Nasdaq ~~Plan~~continued ~~will~~listing beequity ~~accepted~~standard byof ~~Nasdaq~~at least $2.5 Ifmillion under the ~~Compliance~~Equity ~~Plan~~Rule. On isNovember ~~accepted~~21, ~~by Nasdaq~~2025, the Company ~~will~~received ~~be granted~~a ancompliance ~~extension~~letter offrom upthe toNasdaq ~~180~~Hearings ~~calendar~~Panel ~~days~~(“Panel”) ~~from~~confirming ~~February~~the ~~19,~~Company is ~~2025~~in ~~to evidence~~ compliance with the Equity Rule. In ~~the~~its ~~event~~November 21, 2025 letter, the ~~Compliance~~ ~~Plan~~Panel isadvised ~~not~~that, ~~accepted~~based byon the Nasdaq Listing Qualifications Staff’s compliance worksheet, orAmerican inRebel has satisfied the ~~event~~exception previously granted under the ~~Compliance~~Equity ~~Plan~~Rule. isUnder ~~accepted~~Nasdaq Listing ~~but~~Rule 5815(d)(4)(B), the Company ~~fails~~will be subject to ~~evidence~~a mandatory one-year Panel monitoring period beginning on the date of the ~~compliance~~letter. If, within the ~~extension~~one-year monitoring period, Nasdaq Staff finds the Company ~~will~~again ~~have~~out of compliance with the ~~right~~Equity toRule athat ~~hearing~~was the ~~before~~subject ~~Nasdaq’s~~of ~~Hearing~~the ~~Panel.~~exception, ~~The hearing~~notwithstanding ~~request~~Rule ~~would~~5810(c)(2), ~~stay~~the ~~any~~Company ~~suspension~~will ornot ~~delisting~~be ~~action~~permitted ~~pending~~to provide the ~~conclusion~~Staff with a plan of compliance ~~the~~with ~~hearing~~respect ~~process~~to that deficiency and Staff will not be permitted to grant additional time for the ~~expiration~~Company ofto regain compliance ~~any~~with ~~additional~~respect ~~extension~~to ~~period~~that ~~granted~~deficiency, bynor will the ~~panel~~company ~~following~~be ~~the~~afforded ~~hearing.~~an ~~The~~applicable ~~Company~~cure ~~submitted~~or ~~the~~compliance ~~Compliance~~period ~~Plan~~pursuant onto ~~April~~Rule 7,5810(c)(3). ~~2025~~Instead, Staff will ~~continue~~issue a Delist Determination Letter and the Company will have an opportunity to ~~monitor~~request ~~its~~a ~~stockholders’~~new ~~equity~~hearing ~~and,~~with the initial Panel or a newly convened Hearings Panel if ~~appropriate,~~the ~~consider~~initial ~~further~~Panel ~~available~~is ~~options~~unavailable. The Company will have the opportunity to ~~evidence~~respond/present ~~compliance~~to ~~with~~ the ~~Stockholders~~Hearings Panel as provided by Listing Rule 5815(d)(4)(C). The Company’s ~~Equity~~securities ~~Requirement~~may be at that time delisted from Nasdaq.

On February 4, 2026, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2) (the “Rule”). While companies are typically afforded a 180-calendar-day compliance period to comply with the Rule, the Staff concluded that the Company is not eligible for the compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv) due to the fact that the Company effected four reverse stock splits since October of 2024, specifically a 1-for-9 reverse stock split on October 2, 2024, a 1-for-25 reverse stock split on March 31, 2025 , a 1-for-20 reverse stock split on October 3, 2025, and a 1-for-20 reverse stock split on February 2, 2026, resulting in a cumulative ratio of 1-for-90,000. Listing Rule 5810(c)(3)(A) states in part, “if a Company’s security fails to meet the continued listing requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one, then the Company shall not be eligible for any compliance period specified in this Rule 5810(c)(3)(A) and the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.” As a result of non-compliance with the Rule, the Staff determined to delist the Company’s securities (common stock (“AREB”) and publicly traded warrants (“AREBW”)) from The Nasdaq Capital Market at the opening of business on February 13, 2026, unless the Company was to request an appeal of the determination by February 11, 2026. On February 11, 2026, the Company requested a hearing and appeal the Staff’s delisting determination. The filing of the hearing request resulted in a stay of any suspension or delisting action pending the conclusion of the hearing process. The Nasdaq appeal hearing is scheduled for March 24, 2026.

There can be no assurance as to whether the Company will remain compliant with the Nasdaq Listing Rules. A delisting of our Common Stock from Nasdaq (whether or not our Common Stock is subsequently listed on any of the marketplaces of the OTC Markets Group (the “OTC Markets”) thereafter) could have significant adverse impacts on our business, financial condition, results of operations and cash flows by, among other things: reducing the liquidity, public float and market price of our Common Stock; reducing the number of investors, including institutional investors, willing to hold or acquire our Common Stock, which could negatively impact our ability to raise equity; decreasing the amount of news and analyst coverage relating to us; limiting our ability to issue additional securities, obtain additional financing or pursue strategic restructuring, refinancing or other transactions; and impacting our reputation and, as a consequence, our ability to attract new business. In addition, the delisting of our Common Stock from Nasdaq could constitute a breach of many of our existing material arrangements (whether or not our Common Stock is subsequently listed on any of the OTC Markets), including the terms of our credit facilities and the terms of our various debt instruments. If a delisting of our Common Stock were to cause us to violate our obligations under our credit facilities or debt instruments, such occurrence could trigger an event of default, which could have significant adverse impacts on our business, financial condition, results of operations, and cash flows.

30If our Common Stock were to be delisted from Nasdaq, we intend to take action to apply for listing the Company’s Common Stock on one of the OTC Markets. However, we understand that to be eligible for quotation on certain of the OTC Markets, issuers must remain current in their filings with the SEC. In addition, even if our Common Stock is listed on the OTC Markets, the OTC Markets are generally regarded as a less efficient trading market than Nasdaq, and being listed on the OTC Markets may not resolve any breaches that may arise under our existing material arrangements, and thus many of the same risks described above would still apply.

If our Common Stock were to be delisted from Nasdaq, we intend to take actions to apply for listing the Company’s Common Stock on one of the OTC Markets. However, we understand that to be eligible for quotation on certain of the OTC Market, issuers must remain current in their filings with the SEC. In addition, even if our Common Stock is listed on the OTC Markets, the OTC Markets are generally regarded as a less efficient trading market than Nasdaq, and being listed on the OTC Markets may not resolve any breaches that may arise under our existing material arrangements, and thus many of the same risks described above would still apply.

Warrants are speculative in nature.

The common stock warrants (“Warrants”) included in our various public and private offerings do not confer any rights of common stock ownership on their holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of our common stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the common stock and pay an exercise price of per share, prior to five years from the date of issuance, after which date any unexercised Warrants will expire and have no further value. Until holders of the Warrants acquire common stock upon exercise of the Warrants, the holders will have no rights with respect to the common stock issuable upon exercise of the Warrants. Upon exercise of the Warrants, the holder will be entitled to exercise the rights of a Stockholder as to the security exercised only as to matters for which the record date occurs after the exercise. Moreover, the market value of the Warrants is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their public offering price. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

Provisions of the Warrants sold in our public and private offerings could discourage an acquisition of us by a third party.

In addition to the discussion of the provisions of our governing organizational documents, certain provisions of the Warrants offered in our various public and private offerings could make it more difficult or expensive for a third party to acquire us. The Warrants prohibit us from engaging in certain transactions constituting “fundamental transactions” unless, among other things, the surviving entity assumes our obligations under the Warrants. These and other provisions of the Warrants could prevent or deter a third party from acquiring us even where the acquisition could be beneficial to our stockholders.

Our executive officers and directors, and their affiliated entities, although they own an insignificant percentage of our common stock, hold super voting preferred stock will allow them to be able to exert significant control over matters subject to stockholder approval.

Our executive officers and directors beneficially own only approximately 1% of our common stock. However, as referenced above, we issued 124,812 shares of the Series A Preferred Stock to three members of our executive management team, Messrs. Charles A. Ross, Jr., Corey Lambrecht and Doug E. Grau, which have superior voting rights of 1,000 to 1 over shares of our common stock, resulting in over 98% of the current available stockholder votes. In addition, these shares are able to be converted into shares of common stock at a rate of 1 share of Series A Preferred Stock into 500 shares of common stock over a three to five-year period under certain circumstances.

Accordingly, these stockholders who are members of management may, as a practical matter, continue to be able to control the election of a majority of our directors and the determination of all corporate actions after these offerings and any future offerings. This concentration of ownership could delay or prevent a change in control of us.

Certain provisions of our second amended and restated articles of incorporation may make it more difficult for a third party to effect a change-of-control.

Our second amended and restated articles of incorporation authorizes our Board to issue up to a certain number of shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any preferred stock could diminish the rights of holders of existing shares, and therefore could reduce the value of such shares. In addition, specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our Board to issue preferred stock could make it more difficult, delay, discourage, prevent or make it costlier to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the value of our securities.

We do not anticipate that we will pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

We are a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

● had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or ● in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or ● in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

● in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or35

● in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

If a company determines that it does not qualify for smaller reporting company status because it exceeded one or more of the above thresholds, it will remain unqualified unless when making its annual determination it meets certain alternative threshold requirements which will be lower than the above thresholds if its prior public float or prior annual revenues exceed certain thresholds.

As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statements; we may provide only two years of financial statements; and we need not provide the table of selected financial data. We will also be exempt from certain greenhouse gas emissions disclosure and related third-party assurance requirements. We also have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

We have processes to assess, identify and manage risks from cybersecurity threats as a part of our overall risk assessment process. On a regular basis we implement into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage material risks. We engage certain external advisors to enhance our cybersecurity oversight where necessary.

To manage our material risks from cybersecurity threats and to protect against, detect, and prepare to respond to cybersecurity incidents, we endeavor to undertake the below listed activities:

● Monitor emerging data protection laws in conjunction with our advisors and implement changes to our processes to comply; ● Maintain firewall and virus protection software, and 2FA logins to servers; and ● Seek to obtain a cybersecurity insurance policy where necessary.

● Maintain firewall and virus protection software, and 2FA logins to servers; and

● Seek to obtain a cybersecurity insurance policy where necessary.

As part of the above processes, we engage with third party providers to review our cybersecurity program and help identify areas for continued focus, improvement, and compliance.

Our processes also include assessing cybersecurity threat risks associated with our use of third-party service providers in normal course of business use. Third-party risks are included within our cybersecurity risk management processes discussed above. In addition, we assess cybersecurity considerations in the selection and oversight of our third-party service providers, including due diligence on the third parties that have access to our systems and facilities that house our critical systems and data.

The Audit Committee of our board of directors is responsible for oversight of our risk assessment, risk management and cybersecurity risks, and periodically updates our board of directors on such matters. Members of the Audit Committee engage in discussions with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs.

As of the date of this Annual Report, we have not encountered risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations or financial position.

3336

ITEM 2. PROPERTIES

American Rebel and Champion Safe Facilities

Headquarters for the Champion Entities (Champion, Superior and Safe Guard) are located in Provo, Utah. These entities lease the following locations:

Location	Square Feet	Use	Lessee/Occupant	Lease Expiration
2055 S. Tracy Hall Parkway Provo, Utah 84606**	20,000	Manufacturing		December 31, ~~2025~~2026
2813 S Sierra Vista Way, Provo, Utah 84606*	8,000	Executive Offices and Factory Sales Outlet		December 31, 2027
2813 S Sierra Vista Way, Suite 2 Provo, Utah 84606	16,000	Warehouse		December 31, 2027
			Champion Safe
792 N. Gilbert Road, Suite 102 Gilbert, Arizona 85233	2,600	Retail Sales	Company, Inc.	June 30, 2026
17455 N. Black Canyon Highway Phoenix, Arizona 85023	2,400	Retail Sales		February 28, ~~2025~~2031
9802 N. 91st Avenue, Suite 108 Peoria, Arizona 85345	3,907	Warehouse and Retail Sales		April 30, 2025
Av. Alvaro Obregon 6745, California, 84065 Nogales, Sonora, Mexico	73,659	Manufacturing	Champion Safe De Mexico, S.A. DE C.V.	August 31, 2029
8500 Marshall Drive, Lenexa, Kansas 66214	15,800	Warehouse and Retail Sales	American Rebel, Inc.	July 31, 2028
5115 Maryland Way, Suite 303 and 304, Brentwood, Tennessee 37027	>1,000	Conference room and private office	American Rebel, Inc.	October 31, 2025
218 3rd Avenue North, #400, Nashville, Tennessee 37201		Corporate Headquarters	American Rebel Holdings, Inc.	N/A***

** Leased from Utah–Tennessee Holding Company, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby.

* Leased from Champion Holdings, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby.

** Leased from Utah–Tennessee Holding Company, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby.

*** On September 15, 2025, the Company entered into a membership interest purchase agreement with 218 LLC, whose sole asset is the building located at 218 3^rd Avenue North, Nashville, Tennessee 37201. The Company utilizes the fourth floor of the building for its corporate headquarters.

As part of the acquisition of the Champion Entities, several long-term leases were held with the Seller, Mr. Crosby through his ownership in two limited liability companies. These long-term leases were considered fair value as Mr. Crosby provided rental space at what was deemed market value or what could have been negotiated in an arm’s length transaction. Please review the footnotes to our Consolidated Financial Statements for further disclosure on the leases the Company is obligated to the Seller of the Champion Entities.

Recently the Company and Mr. Crosby, through his limited liability companies, entered into several short-term extensions on the leased properties. With the extensions of the leases the Company and the limited liability companies generally increased the base rent to be paid by an average of 10% due to inflation. The Company negotiated these extensions and other terms in an arm’s length manner.

The Company believes these facilities are currently adequate for its needs, including providing the space and infrastructure to accommodate its development work based on its operating plans. For the foreseeable future, the Company may lease or license additional facilities for manufacturing, corporate offices and other functions. The Company believes that suitable facilities will be available on commercially reasonable terms to accommodate the foreseeable expansion of our operations and warehousing requirements.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business.

Liberty Safe

On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products. ~~As of the date of this Report, the complaint has not been served on the Company or Champion Safe.~~ In the complaint, Liberty ~~alleges~~ alleged trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty. ~~Management~~The ~~believes~~Company ~~that~~settled this ~~lawsuit~~matter isin ~~without~~December ~~merit; however has initiated settlement discussions with Liberty and anticipates an amicable settlement to be forthcoming~~2025. ~~At this time, Management does not believe a settlement with Liberty will have a material effect on its business or financial condition.~~

Bank of America

~~As reported~~On byMarch ~~the Company in the Form 8-K dated August 7~~21, ~~2024~~2025, ~~during February 2023, the Company entered into a $2 million master credit agreement (credit facility) with~~ Bank of America. ~~The~~filed ~~credit~~a ~~facility~~complaint isagainst ~~secured~~the byCompany ~~all~~in the ~~assets~~Fourth ofJudicial ~~the~~District ~~Company’s~~Court, ~~Champion subsidiaries~~in and ~~guaranteed~~for byUtah ~~the Company~~County, ~~the~~Utah ~~Champion~~(Case ~~subsidiaries and the Company’s CEO~~No. ~~The~~250401345) ~~Line~~seeking ofno ~~Credit~~less ~~expired~~than ~~on February 28~~$1, ~~2024~~906, ~~but~~743, ~~the~~plus ~~Company~~outstanding and ~~Champion~~accruing ~~Safe~~attorneys’ ~~Company~~fees, ~~have~~all pre ~~been~~and ~~actively~~post- ~~working~~judgment ~~with~~interest, ~~the~~equitable ~~bank~~relief toin ~~extend~~favor orof ~~modify~~Bank ~~the~~of ~~credit~~America ~~facility.~~, ~~Despite~~and ~~being current~~any onother ~~all~~relief ~~payments~~that ~~under~~ the ~~credit~~Court ~~facility~~deemed just and ~~actively~~proper (collectively, ~~working with~~ the ~~bank~~“Litigation”) ~~for~~related ~~a long-term solution~~ to ~~repay the credit facility, on July 25, 2024, Champion Safe Company received~~ a ~~notice~~line of ~~default~~credit ~~and~~with ~~demand for payment from~~ the ~~bank~~Bank. On ~~March~~September 2115, 2025, Bank of America ~~filed~~was ~~a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the~~repaid ~~Company and its subsidiaries (Champion Safe Company~~$1, ~~Inc.~~860, ~~American Rebel, Inc~~955.,45 ~~Superior~~owed ~~Safe~~under ~~Co.,~~the ~~L.L.C.~~line ~~and Safe Guard Security Products LC) alleging four causes~~ of ~~action related to the~~ credit. ~~facility:~~Bank ~~(i) Breach~~ of ~~the~~America ~~Loan~~dismissed ~~Documents – Champion Safe; (ii) Breach of~~ the ~~Loan~~lawsuit ~~Documents~~and –filed ~~Guarantors~~a ~~(the~~UCC-3 ~~Company,~~termination ~~American Rebel, Inc., Superior Safe Co., L.L.C.~~ and ~~Safe~~release ~~Guard~~of ~~Security~~all ~~Products~~collateral ~~LC);~~under ~~(iii) Breach of~~ the ~~Implied~~line ~~Covenant~~ of ~~Good Faith and Fair Dealing – all parties; and (iv) Unjust Enrichment – Champion Safe~~credit. ~~The~~This ~~Company~~matter ~~plans~~is tonow ~~defend~~fully ~~the complaint~~resolved, ~~while continuing to work~~ with ~~Bank~~no ofoutstanding ~~American~~obligations ~~on a settlement~~remaining.

Oddo Development Company

On February 2, 2026, Oddo Development Company, Inc. filed a complaint against American Rebel, Inc. and Champion Safe Company, Inc. in the 10^th Judicial District of Johnson County, Kansas (Case No. JO-2026-CV-000301) seeking unpaid rent, fees and expenses related to the 8500 Marshall Drive, Lenexa, Kansas property leased by American Rebel, Inc. This matter was resolved on March 23, 2026 with all parties entering into a Settlement and Forbearance Agreement.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

3438

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Reverse Stock Splits

On October 2, 2024, the Company effectuated a 1-for-9 reverse stock split.

On March 31, 2025, the Company effectuated a 1-for-25 reverse stock split.

On October 3, 2025, the Company effectuated a 1-for-20 reverse stock split.

On February 2, 2026, the Company effectuated a 1-for-20 reverse stock split.

On March 23, 2026, the Company effectuated a 1-for-100 reverse stock split.

The share numbers and pricing information in this report are adjusted to reflect the reverse stock splits.

Market for our Common Stock and certain Common Stock Purchase Warrants

Our common stock and certain existing warrants are traded on the Nasdaq Capital Market under the symbols “AREB” and “AREBW,” respectively.

On ~~April~~March 827, ~~2025~~2026, the closing price of shares of common stock of the Company was $96.~~10.~~48 Our common stock has been quite volatile over the past two years, with significant fluctuations in volume and price.

Nasdaq Deficiency Notices

On February 2819, 2025, the Company received a notification letter Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) because the stockholders’ equity of the Company as of September 30, 2024, as reported in the ~~Registrant~~Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2025, was below the minimum requirement of $2,500,000 (the “Stockholders’ Equity Requirement”). Pursuant to Nasdaq’s Listing Rules, the Company had 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”). The Company submitted the Compliance Plan on April 7, 2025. On June 11, 2025, the Company received a letter from Nasdaq accepting the Compliance Plan and granting an extension through August 18, 2025 to evidence compliance with the Rule. On August 20, 2025, the Company received written notice from the Listing Qualifications ~~department~~Staff of Nasdaq that the Company has not regained compliance with the Stockholders’ Equity Requirement by August 18, 2025. The Company submitted an appeal to Nasdaq ~~Stock~~on ~~Market~~August ~~stating~~27, 2025, which stayed ~~that~~the ~~because~~delisting and suspension of the Company’s ~~has~~securities ~~not~~pending ~~yet~~the decision of the Panel. A hearing was held anon ~~annual~~September ~~meeting~~30, 2025. ofOn ~~shareholders~~October ~~within~~20, 122025, ~~months~~the ofCompany received a decision letter from the ~~end~~Panel ofgranting the Company’s ~~2022~~request ~~fiscal~~to continue its ~~year~~listing ~~end~~on Nasdaq, itsubject noto ~~longer~~the ~~complies~~condition that, on or before November 15, 2025, the Company shall demonstrate compliance with Nasdaq Listing Rule ~~5620~~5550(ab)(1) (the “Equity Rule”). On November 10, 2025, the Company filed its Form 10-Q for ~~continued~~the third quarter ended September 30, 2025, wherein the Company reported total stockholders’ equity of $3,378,257. This level exceeds the Nasdaq continued listing equity standard of at least $2.5 million under the Equity Rule. On November 21, 2025, the Company received a compliance letter from the Nasdaq Hearings Panel (“Panel”) confirming the Company is in compliance with the Equity Rule. In its November 21, 2025 letter, the Panel advised that, based on ~~The~~the Nasdaq ~~Capital~~Listing ~~Market~~Qualifications Staff’s compliance worksheet, American Rebel has satisfied the exception previously granted under the Equity Rule. ~~The~~Under Nasdaq Listing Rule 5815(d)(4)(B), the Company ~~had~~will be subject ~~until~~to ~~April~~a 15mandatory one-year Panel monitoring period beginning on the date of the letter. If, ~~2024~~within the one-year monitoring period, ~~which~~Nasdaq Staff ~~was~~finds 45the ~~days~~Company ~~from~~again out of compliance with the ~~date~~Equity Rule that was the subject of the ~~notice~~exception, notwithstanding Rule 5810(c)(2), the Company will not be permitted to ~~submit~~provide the Staff with a plan of compliance with respect to ~~regain~~that ~~compliance~~deficiency and, ifStaff ~~Nasdaq~~will ~~accepted~~not ~~the~~be ~~plan,~~permitted itto ~~may~~ grant anadditional ~~exception~~time offor upthe Company to ~~180~~regain ~~calendar~~compliance ~~days~~with ~~from~~respect to that deficiency, nor will the ~~fiscal~~company ~~year~~be ~~end,~~afforded an applicable cure or ~~until~~compliance ~~June~~period ~~28,~~pursuant ~~2024~~to Rule 5810(c)(3). Instead, Staff will issue a Delist Determination Letter and the Company will have an opportunity to ~~regain~~request ~~compliance.~~a ~~The~~new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable. The Company ~~held~~will ~~its~~have ~~annual~~the ~~meeting~~opportunity ofto ~~stockholders~~respond/present onto ~~June~~the ~~27,~~Hearings ~~2024,~~Panel ~~thereby~~as ~~regaining~~provided ~~compliance~~by ~~with~~Listing ~~the~~Rule ~~Nasdaq~~5815(d)(4)(C). ~~annual~~The ~~meeting~~Company’s securities ~~requirement~~may be at that time delisted from Nasdaq.

On April 23, 2024, the Company received notice from Nasdaq indicating that, while the Company has not regained compliance with the Bid Price Requirement, Nasdaq has determined that the Company is eligible for an additional 180-day period, or until October 21, 2024, to regain compliance. On October 16, 2024, the Company received a written notification from Nasdaq indicating that, as of October 15, 2024, the Company had regained compliance with the Bid Price Requirement.39

On ~~November~~February 224, ~~2024~~2026, the Company received a written notice (the “Notice”) from the Nasdaq ~~indicating~~Listing ~~that,~~Qualifications asDepartment of aThe ~~result~~Nasdaq ofStock ~~not~~Market ~~having~~LLC ~~timely~~(“Nasdaq”) ~~filed~~indicating that the Nasdaq staff (the “Staff”) determined that the Company’s ~~Quarterly~~ ~~Report~~common onstock ~~Form~~failed ~~10-Q~~to ~~for~~maintain ~~the~~a ~~quarter~~minimum ~~ended~~bid ~~September~~price of $1.00 per share for 30 consecutive business days, ~~2024~~in violation of Nasdaq Listing Rule 5550(a)(2) (the “Rule”). While companies are typically afforded a 180-calendar-day compliance period to comply with the Rule, the Staff concluded that the Company is not ineligible for the compliance ~~with~~period pursuant to Nasdaq Listing ~~Rules which~~Rule ~~require~~5810(c)(3)(A)(iv) ~~timely~~due ~~filing~~to the fact that the Company effected four reverse stock splits since October of ~~periodic~~2024, ~~reports~~specifically ~~with~~a ~~the~~1-for-9 ~~SEC~~reverse stock split on October 2, 2024, a 1-for-25 reverse stock split on March 31, 2025 , a 1-for-20 reverse stock split on October 3, 2025, and a 1-for-20 reverse stock split on February 2, 2026, resulting in a cumulative ratio of 1-for-90,000. ~~Pursuant~~Listing Rule 5810(c)(3)(A) states in part, “if a Company’s security fails to meet the ~~Nasdaq~~continued ~~Listing~~listing ~~Rules,~~requirement for minimum bid price and the Company has effected a reverse stock split over the prior one-year period; or has ~~until~~effected ~~January~~one ~~21,~~or ~~2025~~more reverse stock splits over the prior two-year toperiod ~~submit~~with a ~~plan~~cumulative toratio ~~regain~~of ~~compliance.~~250 Ifshares ~~the~~or ~~plan~~more isto ~~accepted~~one, anthen ~~extension~~the ~~may~~Company shall not be ~~granted~~eligible offor upany tocompliance ~~180~~period ~~calendar~~specified in ~~days~~this ~~from~~Rule 5810(c)(3)(A) and the ~~due~~Listing ~~date of~~Qualifications ~~the~~Department ~~Initial~~shall ~~Delinquent~~issue ~~Filing,~~a orStaff ~~May~~Delisting ~~19,~~Determination ~~2025,~~under Rule 5810 with respect to ~~regain~~that ~~compliance~~security.” ~~The~~As ~~Company~~a ~~submitted~~result aof non-compliance ~~plan~~with onthe ~~January 20~~Rule, ~~2025~~the Staff determined to delist the Company’s securities (common stock (“AREB”) and ~~filed~~publicly ~~its~~traded ~~Form~~warrants ~~10-Q~~(“AREBW”)) ~~for~~from The Nasdaq Capital Market at the ~~quarter~~opening ~~ended~~of ~~September~~business 30on February 13, ~~2024~~2026, onunless the Company was to request an appeal of the determination by February 711, ~~2025~~2026. On February 1011, ~~2025~~2026, the Company ~~received~~ requested a ~~written~~hearing and ~~notification~~appeal ~~from~~ the Staff’s ~~indicating~~delisting ~~that~~determination. The filing of the ~~Company~~hearing ~~had~~request ~~regained~~resulted ~~compliance~~in ~~with~~a ~~the~~stay ~~periodic~~of ~~filing~~any ~~requirement~~suspension ~~under~~or delisting action pending the conclusion of the hearing process. The Nasdaq ~~Listing~~appeal ~~Rules~~hearing is scheduled for March 24, 2026.

On March ~~February 19~~23, ~~2025~~2026, the Company received aan ~~notification~~additional deficiency letter from the Nasdaq ~~stating~~Stock ~~that~~Market ~~the~~(“Nasdaq”) notifying the Company ~~was~~that, ~~not~~as ina ~~compliance~~result ~~with~~of ~~Nasdaq~~the ~~Listing~~March ~~Rule~~23, ~~5550(b)(~~2026 1~~) because~~-for-100 ~~the~~reverse ~~stockholders’~~stock ~~equity~~split, of the Company ashas a post reverse stock split publicly shares number of ~~September~~approximately 30247,279. ~~2024~~As a result, asthe ~~reported~~Company indoes not comply with the ~~Company’s~~minimum ~~Quarterly~~500,000 ~~Report on~~Publicly ~~Form~~Held ~~10-Q~~Shares ~~filed~~requirement ~~with~~for continued ~~the~~inclusion ~~SEC~~set onforth ~~February~~in 7,Listing ~~2025~~Rule 5550(a)(4). Accordingly, ~~was~~this ~~below~~matter ~~the~~serves ~~minimum~~as ~~requirement~~an ofadditional ~~$2,500,000~~basis (for delisting the ~~“Stockholders~~Company’s ~~Equity~~securities ~~Requirement”)~~from The Nasdaq Stock Market. The ~~Notification~~Notice ~~Letter~~is ~~has~~also noa ~~immediate~~formal ~~effect~~notification onthat the ~~Company’s~~Nasdaq ~~continued~~Hearings ~~listing~~Panel on (the ~~Nasdaq~~‘Panel’) ~~Capital~~will ~~Market,~~consider ~~subject~~this tomatter in rendering a determination regarding the Company’s ~~compliance~~continued ~~with~~listing ~~the~~on ~~other~~The ~~continued~~Nasdaq ~~listing~~Capital ~~requirements~~Market. Pursuant to ~~Nasdaq’s~~ Listing ~~Rules~~Rule 5810(d), the Company ~~has~~presented 45its ~~calendar~~views ~~days~~with ~~(until~~respect ~~April 7, 2025),~~ to ~~submit~~this aadditional ~~plan~~deficiency toat ~~evidence~~its ~~compliance~~Panel ~~with~~hearing ~~the~~held on ~~Rule~~March ~~(a “Compliance~~24, ~~Plan”)~~2026. ~~The~~In ~~Company~~addition, ~~intends~~Staff tonotes ~~submit~~that aunder ~~Compliance~~Listing ~~Plan~~Rule ~~within~~5810(c)(3)(A), the ~~required~~Company ~~time,~~will ~~although~~remain ~~there~~non-compliant ~~can~~with beboth nothe ~~assurance~~minimum ~~that~~$1 ~~the~~bid ~~Compliance~~price ~~Plan~~requirement ~~will~~until bethe ~~accepted~~Publicly byHeld ~~Nasdaq.~~shares Ifdeficiency ~~the Compliance Plan~~ is ~~accepted~~cured byand, ~~Nasdaq~~thereafter, the Company ~~will~~meets bethe bid price ~~granted~~standard anfor ~~extension~~a minimum of up10 toconsecutive ~~180~~business ~~calendar~~ days, ~~from~~unless ~~February~~Staff ~~19,~~exercises ~~2025~~its discretion to ~~evidence~~extend ~~compliance~~this ~~with~~10 ~~the~~day period as discussed in Rule 5810(c)(3)(H). InNasdaq ~~the~~further ~~event~~stated in the ~~Compliance~~ ~~Plan~~same isMarch ~~not~~23, ~~accepted~~2026 byAdditional ~~Nasdaq,~~Staff orDetermination Letter that, in ~~the~~addition ~~event~~to the Additional ~~Compliance~~Staff ~~Plan~~Delist isDetermination, ~~accepted~~Nasdaq ~~but~~placed trading in the Company’s ~~fails~~securities toin ~~evidence~~a Qualification Halt under Listing ~~compliance~~Rule ~~within~~4120(i) ~~the~~effective ~~extension~~March ~~period~~23, 2026, and that Nasdaq determined the ~~Company~~Qualification Halt will ~~have~~remain in place at least until the ~~right~~Company regains tocompliance awith ~~hearing~~the ~~before~~Publicly ~~Nasdaq’s~~Held ~~Hearing~~Shares ~~Panel.~~requirement ~~The hearing~~for ~~request~~continued ~~would~~inclusion ~~stay~~set ~~any~~forth ~~suspension~~in orListing ~~delisting~~Rule ~~action~~5550(a)(4). ~~pending~~The Company emphasizes that the ~~conclusion~~stockholder-friendly offractional-share ~~the~~and ~~hearing~~round-lot top-up process ~~and~~associated with the ~~expiration~~reverse ofstock split remains ~~any~~underway ~~additional~~through ~~extension~~DTC, ~~period~~CEDE ~~granted~~& byCo., ~~the~~brokerage ~~panel~~firms ~~following~~and ~~the~~other ~~hearing~~nominees. ~~The~~As ~~Company~~previously ~~submitted~~described by the ~~Compliance~~Company ~~Plan~~and onits ~~April~~transfer 7agent, ~~2025,~~the ~~will~~broker ~~continue~~election toprocess ~~monitor~~occurs ~~its~~at ~~stockholders’~~the ~~equity~~beneficial-holder ~~and~~level, ifafter ~~appropriate,~~which ~~consider~~the ~~further~~resulting ~~available~~round-up ~~options~~shares are expected to ~~evidence~~be issued ~~compliance~~and ~~with~~reflected ~~the~~through ~~Stockholders’~~CEDE ~~Equity~~& ~~Requirement~~Co. and beneficial holder accounts.

Stockholders of Record

As of ~~April~~March 827, ~~2025~~2026, an aggregate of 1231,~~026,767~~116 shares of our common stock were issued and outstanding and held by 143 stockholders of record.

Dividends

We have not since December 15, 2014 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends. We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, tax laws and other factors as the board, in its discretion, deems relevant.

Securities Authorized for Issuance under Equity Compensation Plans

On January 1, 2021, our Board approved the establishment of the 2021 Long-Term Equity Incentive Plan (“LTIP”). The LTIP is ~~intended~~ intended to enable us to continue to attract able directors, employees, and consultants and to provide a means whereby those individuals upon whom the responsibilities rest for successful administration and management of the Company, and whose present and potential contributions are of importance, can acquire and maintain common stock ownership, thereby strengthening their concern for our welfare. The aggregate maximum number of shares of common stock (including shares underlying options) that may be issued under the LTIP pursuant to awards of Restricted Shares or Options will be limited to 10% of the outstanding shares of common stock, which calculation shall be made on the first trading day of each new fiscal year. For fiscal year 2024, up to 23,520 shares of common stock were available for participants under the LTIP. For fiscal year 2025, up to 7,652 shares of common stock were available for participants under the LTIP. For fiscal year 2026, up to 33,205 shares of common stock are available for participants under the LTIP. The number of shares of common stock that are the subject of awards under the LTIP which are forfeited or terminated, are settled in cash in lieu of shares of common stock or in a manner such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve shares will again immediately become available to be issued pursuant to awards granted under the LTIP. If shares of common stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of common stock will be treated as shares that have been issued under the LTIP and will not again be available for issuance under the LTIP. We did not grant or issue any shares of common stock under the LTIP for fiscal year ~~2024~~2025.

On April 2, 2025, Company’s board of directors approved the establishment of a 2025 Stock Incentive Plan (the “SIP”). On December 31, 2025, the Company’s board of directors approved amending and restating the SIP. The SIP is intended to enable ~~the~~ the Company to continue to attract able employees and consultants and to provide a means whereby those individuals upon whom the ~~responsibilities~~ responsibilities rest for growth of the Company, and whose present and potential contributions are of importance, can acquire and maintain Common Stock ownership, thereby strengthening their concern for the Company’s welfare. The aggregate maximum number of shares of Common Stock (including shares underlying options) that may be issued under the SIP pursuant to past or future awards of Restricted Shares, Shares underlying the conversion of currently outstanding preferred stock issued for services or Options will be limited to ~~500~~1,250,000 shares of Common Stock. The number of shares of Common Stock that are the subject of awards under the SIP which are forfeited or terminated, are settled in cash in lieu of shares of Common Stock or in a manner such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve shares will again immediately become available to be issued pursuant to awards granted under the SIP. If shares of Common Stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of Common Stock will be treated as shares that have been issued under the SIP and will not again be available for issuance under the SIP. AOn ~~copy~~December of31, 2025, the ~~SIP~~Company isreserved ~~attached~~1,055,525 ~~hereto~~shares asof ~~Exhibit~~common 10stock issuable upon conversion of shares of Series D Convertible Preferred Stock issued to executives and board members of the Company.~~67.~~

Recent Sales of Unregistered Securities

On ~~October~~ 1October 2, ~~2024~~2025, the Company ~~issued~~received 53subscription agreements for the purchase of 35,~~334~~000 shares of Series D Convertible Preferred ~~stock, valued~~ Stock at $7.50 per share, to asix ~~lender~~accredited ~~pursuant~~investors ~~to the~~for ~~terms~~cash consideration of ~~a settlement agreement~~$262,500.

On ~~October~~ 1October 3, ~~2024~~2025, ~~the~~a ~~Company~~holder ~~sold~~of 315,~~500~~000 shares of Series D Convertible Preferred Stock, ~~for~~converted ~~$7.50~~such ~~per~~shares ~~share~~into ~~for~~13 ~~total~~shares ~~proceeds~~of tocommon ~~the Company~~stock. ofOn ~~$236~~October 6,~~250~~ 2025, tothe ~~two~~same ~~accredited~~holder ~~investors~~converted an additional 1,000 shares of Series D Convertible Preferred Stock into 3 shares of common stock.

On ~~October~~ 2October 3, ~~2024~~2025, ~~the~~five ~~Company~~holders ~~effectuated~~of ashares ~~1-for-9~~of ~~reverse~~Series ~~stock~~D ~~split~~Convertible Preferred Stock converted such shares into 56 shares of common stock.

On ~~October~~ ~~23,~~October ~~2024~~3, ~~the Company issued 2~~2025,~~280~~ ~~shares~~in ofconnection ~~common~~with ~~stock,~~the ~~valued~~round atlot ~~$68.75 per~~ share, ~~and~~rounding aassociated ~~three-year~~with ~~pre-funded~~the ~~warrant~~reverse ~~to purchase 19,442 shares of common~~ stock ~~at $0.25 per share~~split, ~~valued~~the atCompany ~~$68.50~~issued ~~per~~1 share of tocommon ~~the~~stock ~~Investor pursuant~~ to ~~the~~twenty ~~terms~~stockholders of arecord ~~securities~~affected ~~exchange agreement~~by the rounding.

On ~~October~~ ~~14,~~October ~~2024~~6, ~~the Company issued 2~~2025,~~427~~ ~~shares~~two ofholders ~~common stock upon conversion~~ of ~~12,134~~ shares of Series D Convertible Preferred Stock ~~to an~~converted ~~accredited~~such ~~investor~~shares into 35 shares of common stock.

On October 306, ~~2024~~2025, ~~the~~in ~~Company entered~~connection ~~into a $420,000 Note~~ with athe ~~third-party~~round ~~Lender.~~lot Inshare ~~addition~~rounding toassociated ~~the~~with ~~Note,~~ the ~~Company~~reverse ~~issued the Lender a five-year common~~ stock ~~purchase~~ ~~warrant to purchase up to 2~~split,~~887~~ ~~shares~~the ~~of Common Stock at $145.50 per share. The~~ Company ~~granted~~issued ~~piggyback~~1 ~~registration rights~~share ~~to the Lender on the shares~~ of common stock ~~underlying~~to ~~the~~CEDE ~~warrant~~& ~~and the shares of common stock potentially issuable upon default of the Note~~Co. Onfor ~~December~~distribution ~~31, 2024, the Company and Lender entered into an amendment~~ to ~~the~~stockholders ~~Note,~~affected ~~which~~by ~~included a provision to reduce~~ the ~~exercise~~ ~~price of the warrant to $87~~rounding.~~50 per share.~~

On ~~November~~ 1October 7, ~~2024~~2025, ~~the~~three ~~Company~~holders ~~authorized the issuance~~ of ~~2,272~~ shares of ~~common~~Series ~~stock~~D toConvertible anPreferred ~~accredited~~Stock ~~investor~~converted ~~upon~~such ~~the~~shares ~~partial~~into ~~exercise~~38 shares of ~~a prefunded~~common ~~warrant on a cashless basis~~stock.

On ~~November~~ 7October 8, ~~2024~~2025, ~~the~~a ~~Company~~holder ~~authorized the issuance~~ of ~~2,872~~ shares of ~~common~~Series ~~stock~~D toConvertible anPreferred ~~accredited~~Stock ~~investor~~converted ~~upon~~such ~~the~~shares ~~partial~~into ~~exercise~~40 shares of ~~a prefunded~~common ~~warrant on a cashless basis~~stock.

On ~~November~~ 11October 8, ~~2024~~2025, ~~the~~Schmitty’s ~~Company~~exercised ~~exchanged $150~~33,~~469.11~~821 ofpre-funded anwarrants ~~assigned~~for ~~note~~the ~~portion~~issuance ~~for~~of ~~3,145~~17 shares of ~~the Company’s~~ common stock ~~as a 3(a)(9) exchange~~.

On ~~November~~ 11October 9, ~~2024~~2025, ~~the~~1800 ~~Company~~Diagonal ~~entered~~Lending ~~into~~converted a ~~$400,000~~portion ~~twelve-month promissory note with an accredited investor. An original issue discount~~ of ~~$80,000~~ ~~was~~their ~~applied~~debt oninto ~~the~~13 ~~issuance date and was paid through the issuance of 1,071~~ shares of ~~the Company’s~~ common stock~~, resulting in net loan proceeds to the Company of $320,000~~.

On ~~November~~ 11October 10, ~~2024~~2025, ~~the~~a ~~Company~~holder ~~authorized the issuance~~ of 15,~~760~~000 shares of ~~common~~Series ~~stock~~D toConvertible ~~Charles~~Preferred A.Stock ~~Ross,~~converted ~~Jr.,~~such ~~the~~shares ~~Company’s~~into ~~CEO~~13 ~~and Chairman, upon the conversion of 88~~ shares of ~~Series~~common ~~A Convertible Preferred Stock~~stock.

On ~~December~~ 13October 10, ~~2024~~2025, ~~the~~two ~~Company~~holders ~~entered into a three-month promissory note with an accredited investor in the principal amount~~ of ~~$213,715.~~shares ~~An original issue discount~~ of ~~$63,715~~Series ~~was~~D ~~applied~~Convertible onPreferred ~~the~~Stock ~~issuance~~converted ~~date~~such ~~and~~shares ~~was~~into ~~paid~~70 ~~through the issuance of 1,474~~ shares of ~~the Company’s~~ common ~~stock,~~ ~~resulting in net loan proceeds to the Company of $150,000~~stock.

On ~~December~~ 29 October 13, ~~2024~~2025, ~~the~~1800 ~~Company~~Diagonal ~~authorized~~Lending ~~the~~converted ~~issuance~~a ofportion ~~2,000 shares~~ of ~~common~~their ~~stock~~debt tointo ~~Corey~~14 ~~Lambrecht, the Company’s COO and a director,~~shares ~~upon the conversion~~ of ~~100~~common ~~shares of Series A Convertible Preferred Stock~~stock.

36On October 13, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 27 shares of common stock.

On ~~December 26, 2024, the Company~~ ~~entered~~October into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement14, SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $1,843,595.18 (the “Payables”) and will exchange such Payables for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares shall be priced at 75% of the average of the three lowest traded prices during the five trading day period prior to a share request, which is subject to a floor price. On January 6, 2025, ~~SCC~~two ~~requested~~holders ~~the issuance~~ of ~~3,120~~ shares of ~~Common~~Series ~~Stock~~D toConvertible ~~SCC,~~Preferred ~~representing~~Stock aconverted ~~payment of~~such ~~approximately~~shares ~~$99,645,~~into ~~plus~~65 ~~600~~ shares of ~~Common~~common ~~Stock as a settlement fee~~stock.

On October 14, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 2,028 shares of common stock to CEDE & Co. for distribution to stockholders affected by the rounding.

On October 15, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 22 shares of common stock.

On October 16, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 4 shares of common stock.

On October 22, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 31 shares of common stock.

On October 24, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 13 shares of common stock.

On October 28, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 129 shares of common stock.

On November 4, 2025, a holder of 37,893 shares of Series D Convertible Preferred Stock converted such shares into 95 shares of common stock.

On November 6, 2025, SCC requested the issuance of 90 shares of Common Stock to SCC, representing a payment of approximately $180,754.

On November 12, 2025, SCC requested the issuance of 40 shares of Common Stock to SCC, representing a payment of approximately $80,299.

On December 2, 2025, a holder of 50,000 shares of Series D Convertible Preferred Stock converted such shares into 125 shares of common stock.

On December 2, 2025, Schmitty’s exercised 33,821 pre-funded warrants for the issuance of 17 shares of common stock.

On December 2, 2025, SCC requested the issuance of 62 shares of common stock to SCC, representing a payment of approximately $124,700.

On December 3, 2025, a holder of 9,000 shares of Series D Convertible Preferred Stock converted such shares into 23 shares of common stock.

On December 9, 2025, the Company issued 25,000 shares of Series D Convertible Preferred Stock to a strategic advisor for services to be rendered pursuant to a strategic advisory agreement for the period from December 9, 2025 through September 30, 2027.

On December 31, 2025, the Company issued 133,334 shares of Series D Convertible Preferred Stock, valued at $1,000,005, to RAEK Data pursuant to the option to exercise additional membership interests in RAEK.

On December 31, 2025, the Company issued 63,334 shares of Series D Convertible Preferred Stock to True Speed Enterprises, valued at $475,005, and 36,667 shares of Series D Convertible Preferred Stock to Eldora Speedway, Inc., valued at $275,003, pursuant to the Sponsorship Agreement for the period through December 31, 2026.

On December 31, 2025, the Company authorized the issuance of 62,211 shares of Series D Convertible Preferred Stock to Doug Grau, former president of the Company, for accrued debt (advances) in the amount of $466,581.

On December 31, 2025, the Company issued 73,439 shares of Series D Convertible Preferred Stock to Charles A. Ross, Jr., the Company’s chairman and CEO, for accrued bonuses and other owed amounts totaling $550,792. The Company reserved 367,195 shares of common stock under the Amended and Restated SIP for issuance to Mr. Ross upon conversion of the shares of Series D Convertible Preferred Stock.

On December 31, 2025, the Company issued 69,381 shares of Series D Convertible Preferred Stock to Corey Lambrecht, the Company’s COO, President and a director, for accrued bonuses, other owed amounts and accrued board member fees totaling $520,352. The Company reserved 346,905 shares of common stock under the Amended and Restated SIP for issuance to Mr. Lambrecht upon conversion of the shares of Series D Convertible Preferred Stock.

On December 31, 2025, the Company issued 23,923 shares of Series D Convertible Preferred Stock to Michael Dean Smith, an independent director of the Company, for accrued board member fees totaling $179,417. The Company reserved 119,615 shares of common stock under the Amended and Restated SIP for issuance to Mr. Smith upon conversion of the shares of Series D Convertible Preferred Stock.

On December 31, 2025, the Company issued 23,923 shares of Series D Convertible Preferred Stock to C. Stephen Cochennet, an independent director of the Company, for accrued board member fees totaling $179,417. The Company reserved 119,615 shares of common stock under the Amended and Restated SIP for issuance to Mr. Cochennet upon conversion of the shares of Series D Convertible Preferred Stock.

On December 31, 2025, the Company issued 20,439 shares of Series D Convertible Preferred Stock to Larry Sinks, an independent director of the Company, for accrued board member fees of $153,292. The Company reserved 102,195 shares of common stock under the Amended and Restated SIP for issuance to Mr. Sinks upon conversion of the shares of Series D Convertible Preferred Stock issued for accrued board member fees.

Repurchase of Equity Securities

We have no plans, programs or other arrangements in regards to repurchases of our common stock. Further, we did not repurchase any of our equity securities during the year ended December 31, ~~2024~~2025.

Subsequent Issuances after Year-End

On ~~January~~ 10January 6, ~~2025~~2026, the Company ~~entered~~issued ~~into~~Streeterville ~~two~~99 ~~six-month~~shares ~~promissory notes with accredited investors in the principal amounts~~ of ~~$617,100~~common ~~(“Note 1”)~~stock ~~and~~pursuant ~~$123,420 (“Note 2”). An original issue discount of $117,100 was applied~~ to ~~Note~~an 1exchange ~~and $23,420 was applied to Note 2 on the issuance date and was paid through the issuance~~ of ~~15,613~~a ~~(Note~~partitioned 1)note ~~and~~in ~~3,123 (Note 2) shares of~~ the ~~Company’s Series~~ Damount ~~Convertible Preferred Stock, resulting in net loan proceeds to the Company~~ of $~~500,000 (Note 1) and $~~100,000 ~~(Note 2)~~.

On ~~January~~ 10January 8, ~~2025~~2026, ~~the~~SCC ~~Company~~requested ~~authorized~~ the issuance of ~~2,200~~135 shares of ~~common~~Common ~~stock~~Stock to aSCC, ~~consultant~~representing ~~pursuant~~a topayment ~~the terms~~ of anapproximately ~~amendment to a current consulting agreement~~$137,500.

On ~~January~~ 13January 8, ~~2025~~2026, ~~SCC~~Boot ~~requested~~Capital ~~the~~LLC ~~issuance~~converted $33,063 of ~~2,800~~the ~~shares~~principal ofamount ~~Common~~owed ~~Stock~~under tothe ~~SCC~~July 7, ~~representing~~2025 apromissory ~~payment~~note into 33 shares of ~~approximately~~common ~~$99,750~~stock.

On ~~January~~ 14January 8, ~~2025~~2026, ~~the~~1800 ~~Company~~Diagonal ~~authorized~~Lending ~~the~~LLC ~~issuance~~converted ~~of 43~~$50,~~335~~000 ~~shares~~ of ~~Series~~the Dprincipal ~~Convertible~~amount ~~Preferred~~owed ~~Stock~~under tothe ~~seven~~July ~~service~~7, ~~providers~~2025 topromissory ~~the~~note into ~~Company~~49 ~~and~~shares ~~its~~of ~~subsidiaries~~common stock.

On ~~January~~ 15January 9, ~~2025~~2026, ~~SCC~~1800 ~~requested~~Diagonal ~~the~~Lending ~~issuance~~LLC ofconverted 4$50,~~140~~000 ~~shares~~ of ~~Common~~the ~~Stock~~principal toamount ~~SCC~~owed under the July 7, ~~representing~~2025 apromissory ~~payment~~note into 49 shares of ~~approximately~~common ~~$147,487~~stock.~~50.~~

On ~~January~~ 24January 9, ~~2025~~2026, ~~SCC~~the ~~requested~~Company authorized the issuance of ~~4,400~~1 ~~shares~~share of ~~Common~~common ~~Stock~~stock to ~~SCC,~~James ~~representing~~T. aPorter ~~payment~~pursuant ofto ~~approximately~~the ~~$133,200~~Rescission Agreement set forth in Item 5.03 below.

On January ~~February 3~~12, ~~2025~~2026, ~~SCC~~1800 ~~requested~~Diagonal ~~the~~Lending ~~issuance~~LLC ofconverted 4$55,~~600~~000 ~~shares~~ of ~~Common Stock~~the toprincipal ~~SCC~~amount owed under the July 7, ~~representing~~2025 apromissory ~~payment~~note into 56 shares of ~~approximately~~common ~~$99,187~~stock.~~50.~~

On ~~February~~ 10January 12, ~~2025~~2026, the Company ~~authorized~~issued ~~the~~Agile ~~issuance of 17~~30,~~667~~240 shares of ~~common~~Series ~~stock~~D toConvertible anPreferred ~~accredited~~Stock ~~investor~~pursuant ~~upon~~to the ~~conversion~~Securities ~~of 88,334~~Exchange ~~shares~~Agreement ofset ~~Series~~forth Din ~~Convertible~~Item ~~Preferred~~1.01 ~~Stock~~above.

On January ~~February 10~~13, ~~2025~~2026, the Company ~~authorized~~ ~~the~~issued ~~issuance~~Streeterville of141 ~~2,480~~ shares of common stock, ~~valued~~pursuant ~~at $75,000,~~ to aan ~~lender~~exchange ~~for~~of a ~~fee~~partitioned ~~related~~note toin athe amount ~~financing~~of ~~agreement~~$125,000.

On ~~February~~ 10January 13, ~~2025~~2026, ~~SCC~~Boot ~~requested~~Capital ~~the~~LLC ~~issuance~~converted $33,063 of ~~4,800~~the ~~shares~~principal ofamount ~~Common~~owed ~~Stock~~under tothe ~~SCC~~July 7, ~~representing~~2025 apromissory ~~payment~~note into 35 shares of ~~approximately~~common ~~$92,772~~stock.

On ~~February~~ 18January 14, ~~2025~~2026, ~~SCC~~1800 ~~requested~~Diagonal ~~the~~Lending ~~issuance~~LLC ofconverted 5$60,000 ~~shares~~ of ~~Common~~the ~~Stock~~principal toamount ~~SCC~~owed under the July 7, ~~representing~~2025 apromissory ~~payment~~note into 67 shares of ~~approximately~~common ~~$92,081~~stock.~~25.~~

On ~~February 20, 2025, the Purchaser,~~ ~~pursuant~~January ~~to the Purchase and Exchange Agreement dated November 11~~15, ~~2024~~2026, as1800 ~~amended~~Diagonal onLending ~~February~~LLC ~~19,~~converted ~~2025~~$38,250 ~~sent~~of the ~~Company~~principal aamount ~~first~~owed ~~closing notice~~under ~~for~~ the ~~exchange~~July ~~of $55~~7,~~423.57~~ of2025 ~~assigned~~promissory note ~~portion~~into 50 ~~for 3,145~~ shares of ~~the Company’s~~ common stock.

On ~~February~~ 24January 16, ~~2025~~2026, ~~SCC requested~~ the ~~issuance~~Company ofissued ~~3,200~~Streeterville 176 shares of ~~Common~~common ~~Stock~~stock toin ~~SCC,~~an ~~representing~~exchange for a ~~payment~~partitioned ofnote ~~approximately~~in the principal amount of $40115,~~068~~000.~~00.~~

On ~~February~~ 25January 16, ~~2025~~2026, ~~SCC~~1800 ~~requested~~Diagonal ~~the~~Lending ~~issuance~~LLC converted $50,000 of 5the principal amount owed under the July 7,~~700~~ 2025 promissory note into 66 shares of ~~Common~~common ~~Stock~~stock. toOn ~~SCC~~the same day, ~~representing~~1800 aDiagonal ~~payment~~Lending ofLLC ~~approximately~~converted the remaining $6559,~~193~~581 of the amount owed under the July 7, 2025 promissory note into 79 shares of common stock.~~75.~~

On ~~February~~ 27January 20, ~~2025~~2026, SCC requested the issuance of ~~6,000~~191 shares of Common Stock to SCC, representing a payment of approximately $63125,~~855~~258.~~00.~~

On ~~February~~ ~~27,~~January ~~2025~~21, ~~the Purchaser~~2026, ~~pursuant~~SCC torequested the ~~Purchase~~issuance ~~and~~of ~~Exchange~~225 ~~Agreement~~shares ~~dated~~of ~~November~~Common ~~11,~~Stock ~~2024,~~to ~~as amended on February 19~~SCC, ~~2025,~~representing ~~sent the Company~~ a ~~second~~payment ~~closing notice for the exchange~~ of approximately $55143,~~000 of assigned note portion for 5,168 shares of the Company’s common stock~~438.

On ~~March~~ 4January 22, ~~2025~~2026, SCC requested the issuance of ~~6,800~~235 shares of Common Stock to SCC, representing a payment of approximately $63145,~~750~~700.~~00.~~

On March 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a third closing notice for the exchange of $52,712.25 of assigned note portion for 5,623 shares of the Company’s common stock.43

37On January 22, 2026, the Company issued Streeterville 3,504 shares of common stock pursuant to eighteen exchanges of partitioned notes in the amounts totaling $2,234,400.

On ~~March~~ 5January 26, ~~2025~~2026, the Company ~~authorized~~issued ~~the~~Streeterville ~~issuance~~17 ~~of 8,000~~ shares of common stock pursuant to an ~~accredited~~exchange ~~investor upon the conversion~~ of ~~$64,950 due under~~ a ~~promissory~~partitioned note ~~dated~~in ~~September~~the amount 4,of ~~2024~~$7,618.

On ~~March~~ 5,January ~~2025~~30, ~~the Purchaser~~2026, ~~pursuant~~five toholders ~~the~~of ~~Purchase~~OID ~~and~~promissory ~~Exchange~~notes ~~Agreement~~ dated ~~November~~May 1127, ~~2024, as amended on February 19,~~ 2025, ~~sent~~ in the ~~Company~~gross aprincipal ~~fourth~~amount ~~closing notice for the exchange~~ of $55450,000, ofconverted ~~assigned~~the ~~note~~notes into ~~portion for 8~~60,~~334~~000 shares of the Company’s ~~common stock~~Series D Convertible Preferred Stock.

On ~~March~~ 6February 2, ~~2025~~2026, ~~SCC requested~~ the ~~issuance~~Company ofeffectuated ~~3,200~~a ~~shares~~1-for-20 ofreverse ~~Common~~stock ~~Stock~~split toof ~~SCC,~~its ~~representing~~outstanding ashares ~~payment~~ of ~~approximately~~common ~~$47,655~~stock.

On ~~March~~ 7February 2, ~~2025~~2026, ~~SCC~~holders ~~requested the issuance~~ of 71,~~400~~846 shares of ~~Common~~Series ~~Stock~~D toConvertible ~~SCC,~~Preferred ~~representing~~Stock aconverted ~~payment~~such ofshares ~~approximately~~into ~~$48~~923,~~978~~170 shares of common stock.~~75.~~

On ~~March~~ 10February 2, ~~2025~~2026, ~~SCC~~Streeterville ~~requested~~Capital, ~~the~~LLC ~~issuance~~(“Streeterville”) converted $60,000 of 7the Exchange Note dated September 10,~~600~~ 2025 (the “Note”) into 8,000 shares of ~~Common~~the ~~Stock~~Company’s toSeries ~~SCC~~D Convertible Preferred Stock, ~~representing~~which awere ~~payment~~immediately converted into 400 shares of ~~approximately~~the ~~$43,335~~Company’s common stock.~~20.~~

On ~~March~~ ~~10,~~February ~~2025~~3, ~~the Purchaser~~2026, ~~pursuant~~holders toof ~~the Purchase and Exchange Agreement dated November 11~~96,840 ~~2024,~~shares asof ~~amended~~Series onD ~~February~~Convertible ~~19,~~Preferred ~~2025,~~Stock ~~sent the~~converted ~~Company~~such ashares ~~fifth~~into ~~closing notice for the exchange of $50~~4,~~000~~842 ~~of assigned note portion for 8,723~~ shares of ~~the Company’s~~ common stock.

On ~~March~~ 12February 3, ~~2025~~2026, ~~SCC~~Streeterville ~~requested~~Capital, ~~the~~LLC ~~issuance~~(“Streeterville”) converted $389,888 of 11the Exchange Note dated September 10,~~160~~ 2025 (the “Note”) into 51,985 shares of ~~Common~~the ~~Stock~~Company’s toSeries ~~SCC~~D Convertible Preferred Stock, ~~representing~~which awere ~~payment~~immediately converted into 2,599 shares of ~~approximately~~the ~~$63,006~~Company’s common stock.~~57.~~

On ~~March~~ 12February 4, ~~2025~~2026, ~~the~~Silverback ~~Purchaser~~Capital Corporation (“SCC”), pursuant to the ~~Purchase~~Settlement Agreement and ~~Exchange~~Stipulation ~~Agreement~~ dated ~~November~~as 11of October 28, ~~2024~~2025, as amended ~~on February 19~~, ~~2025,~~requested ~~sent~~ the ~~Company~~issuance ~~a sixth closing notice for the exchange~~ of ~~$50~~1,~~000~~270 shares of ~~assigned~~Common ~~note~~Stock ~~portion~~to ~~for 8~~SCC,~~723~~ ~~shares~~representing ofa ~~the~~payment ~~Company’s~~of ~~common~~approximately ~~stock~~$126,359.

On ~~March~~ ~~12,~~February ~~2025~~5, ~~the Purchaser~~2026, ~~pursuant~~holders toof ~~the Purchase and Exchange Agreement dated November 11~~54,000 ~~2024,~~shares asof ~~amended~~Series onD ~~February~~Convertible ~~19,~~Preferred ~~2025,~~Stock ~~sent the~~converted ~~Company~~such ashares ~~seventh~~into ~~closing notice for the exchange of $50~~2,~~000~~700 ~~of assigned note portion for 8,723~~ shares of ~~the Company’s~~ common stock.

On ~~March~~ 12February 5, ~~2025~~2026, ~~the~~Silverback ~~Purchaser~~Capital Corporation (“SCC”), pursuant to the ~~Purchase~~Settlement Agreement and ~~Exchange~~Stipulation ~~Agreement~~ dated ~~November~~as 11of October 28, ~~2024~~2025, as amended ~~on February 19~~, ~~2025,~~requested ~~sent~~ the ~~Company~~issuance ~~a eighth closing notice for the exchange~~ of ~~$50~~2,~~000~~730 shares of ~~assigned~~common ~~note~~stock ~~portion~~to ~~for 8~~SCC,~~723~~ ~~shares~~representing ofa ~~the~~payment ~~Company’s~~of ~~common~~approximately ~~stock~~$229,814.

On ~~March~~ ~~12,~~February ~~2025~~6, ~~the Purchaser~~2026, ~~pursuant~~holders toof ~~the Purchase and Exchange Agreement dated November 11~~42,934 ~~2024,~~shares asof ~~amended~~Series onD ~~February~~Convertible ~~19,~~Preferred ~~2025,~~Stock ~~sent the~~converted ~~Company~~such ashares ~~nineth~~into ~~closing notice for the exchange of $65~~2,~~000~~147 ~~of assigned note portion for 11,339~~ shares of ~~the Company’s~~ common stock.

On ~~March~~ 13February 6, ~~2025~~2026, SCC requested the issuance of 111,~~600~~500 shares of ~~Common~~common ~~Stock~~stock to SCC, representing a payment of approximately $47111,~~818~~567.~~10.~~

On ~~March~~ ~~13,~~February ~~2025~~9, ~~the Purchaser~~2026, ~~pursuant~~a toholder ~~the~~of ~~Purchase and Exchange Agreement dated November 11~~35,000 ~~2024,~~shares asof ~~amended~~Series onD ~~February~~Convertible ~~19,~~Preferred ~~2025,~~Stock ~~sent the~~converted ~~Company~~such ashares ~~tenth~~into ~~closing notice for the exchange of $50~~1,~~000~~750 ~~of assigned note portion for 12,289~~ shares of ~~the Company’s~~ common stock.

On ~~March~~ 14February 9, ~~2025~~2026, SCC requested the issuance of 121,~~200~~495 shares of ~~Common~~common ~~Stock~~stock to SCC, representing a payment of approximately $46111,~~558~~195.~~25.~~

On ~~March~~ 17February 10, ~~2025~~2026, ~~SCC~~holders ~~requested the issuance~~ of 1280,~~800~~000 shares of ~~Common~~Series ~~Stock~~D toConvertible ~~SCC,~~Preferred ~~representing~~Stock aconverted ~~payment~~such ofshares ~~approximately~~into ~~$48~~4,~~457~~000 shares of common stock.~~60.~~

On ~~March~~ 17February 2, ~~2025~~2026, the ~~Purchaser,~~Company ~~pursuant~~effectuated toa ~~the~~1-for-20 ~~Purchase~~reverse ~~and~~stock ~~Exchange~~split. ~~Agreement~~On ~~dated~~February ~~November~~ 11, ~~2024~~2026, asin ~~amended~~connection onwith ~~February~~the ~~19,~~round ~~2025,~~lot ~~sent~~share ~~the~~rounding ~~Company~~associated awith ~~eleventh~~the ~~closing~~reverse ~~notice~~stock ~~for~~split, the ~~exchange~~Company ofissued ~~$50~~58,~~000~~685 shares of ~~assigned~~common ~~note~~stock ~~portion~~to CEDE & Co. for ~~12,289~~distribution to ~~shares~~stockholders ofeffected by the ~~Company’s common stock~~rounding.

On ~~March~~ 18February 13, ~~2025~~2026, ~~SCC requested~~ the ~~issuance~~Company ofissued Streeterville 13,~~200~~855 shares of ~~Common~~common ~~Stock~~stock pursuant to ~~SCC,~~three ~~representing~~exchanges ~~a payment~~ of ~~approximately~~partitioned notes totaling $49304,~~971~~000.~~90.~~

On ~~March~~ ~~18,~~February ~~2025~~13, ~~the Purchaser~~2026, ~~pursuant~~holders toof ~~the Purchase and Exchange Agreement dated November 11~~260,001 ~~2024,~~shares asof ~~amended~~Series onD ~~February~~Convertible ~~19,~~Preferred ~~2025,~~Stock ~~sent the~~converted ~~Company~~such ashares ~~twelfth~~into ~~closing notice for the exchange of $50~~13,000 ~~of assigned note portion for 13,202~~ shares of ~~the Company’s~~ common stock.

On ~~March~~ ~~19, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on~~ February 1918, ~~2025~~2026, ~~sent~~ the Company aissued ~~thirteenth~~Streeterville ~~closing notice for the exchange of $50~~6,~~000~~500 ~~of assigned note portion for 13,202~~ shares of ~~the Company’s~~ common stock. Onpursuant ~~the~~to ~~same~~two ~~day,~~exchanges ~~the Purchaser sent the Company a fourteenth closing notice for the exchange~~ of ~~$50,000~~partitioned ofnotes ~~assigned note~~totaling ~~portion for 15~~$130,~~528 shares of the Company’s common stock~~000.

On ~~March~~ 19February 25, ~~2025~~2026, ~~SCC requested~~ the ~~issuance~~Company ofissued 13Streeterville 24,~~600~~500 shares of ~~Common~~common ~~Stock~~stock pursuant to ~~SCC,~~five ~~representing~~exchanges aof ~~payment~~490 shares of ~~approximately~~Series E ~~$51,486~~Preferred Stock.~~20.~~

On March 20 4, ~~2025~~2026, ~~SCC~~1800 ~~requested~~Diagonal ~~the~~Lending ~~issuance~~LLC converted $152,950 of ~~14,000~~the ~~shares~~principal ofamount ~~Common~~owed ~~Stock~~under tothe ~~SCC~~August 25, ~~representing~~2025 apromissory ~~payment~~note into 17,905 shares of ~~approximately~~common ~~$42,605~~stock.~~50.~~

38On March 12, 2026, the Company sold 70,000 shares of Series D Convertible Preferred Stock at $7.50 per share to an accredited investor for cash consideration of $525,000.

On ~~March~~ 21March 19, ~~2025~~2026, ~~SCC requested~~ the ~~issuance~~Company ofissued 2133,~~120~~335 shares of ~~Common~~Series D Convertible Preferred Stock to ~~SCC,~~an ~~representing~~investor apursuant ~~payment~~to ofa ~~approximately~~Purchase ~~$59,400~~and Exchange Agreement.

On March 2423, ~~2025~~2026, ~~SCC requested~~ the ~~issuance~~Company ofeffectuated ~~21,680~~a ~~shares~~1-for-100 ofreverse ~~Common~~stock ~~Stock~~split toof ~~SCC,~~its ~~representing~~outstanding ashares ~~payment~~ of ~~approximately~~common ~~$45,219~~stock.~~06.~~

On March 2423, ~~2025~~2026, ~~the~~holders ~~Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifteenth closing notice for the exchange~~ of ~~$35~~9,000 ~~of assigned note portion for 16,868~~ shares of ~~the~~Series ~~Company’s~~D ~~common~~Convertible ~~stock.~~Preferred OnStock ~~the~~converted ~~same day,~~such ~~the~~shares ~~Purchaser~~into ~~sent the Company a sixteenth closing notice for the exchange of $35~~45,000 ~~of assigned note portion for 16,868~~ shares of ~~the Company’s~~ common stock.

On March 2524, ~~2025~~2026, ~~SCC requested~~ the ~~issuance~~Company ofissued 2318,~~200~~000 shares of ~~Common~~Series D Convertible Preferred Stock to ~~SCC,~~a ~~representing~~strategic advisor for services to be rendered pursuant to a ~~payment~~strategic ofadvisory ~~approximately~~agreement ~~$45~~for the period from March 24,~~240~~ 2026 through March 31, 2028.

On March 2624, ~~2025~~2026, ~~SCC requested~~ the ~~issuance~~Company ofissued 2498,~~400~~000 shares of ~~Common~~Series D Convertible Preferred Stock to ~~SCC,~~Agile ~~representing~~Capital aFunding ~~payment~~LLC ofpursuant ~~approximately~~to ~~$45,750~~an Exchange and Settlement Agreement.

On March 2627, ~~2025~~2026, ~~the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company~~ a ~~seventeenth closing~~holder ~~notice for the exchange~~ of ~~$35,000~~450 ~~of assigned note portion for 18,667~~ shares of ~~the~~Series ~~Company’s~~D ~~common~~Convertible ~~stock.~~Preferred OnStock ~~the~~converted ~~same day,~~such ~~the Purchaser sent the Company a eighteenth closing notice for the exchange of $35,000 of assigned note portion for 18,667~~ shares of ~~the~~into ~~Company’s common stock. On the same day~~2,250 ~~the Purchaser sent the Company a nineteenth closing notice for the exchange of $35,000 of assigned note portion for 18,667~~ shares of ~~the Company’s~~ common stock.

On March 2730, ~~2025~~2026, ~~SCC~~we ~~requested~~entered into an agreement to purchase two additional primary sponsorships for the 2026 NHRA Tony Stewart Racing Nitro team racing season. The price for the ~~issuance~~sale/transfer ofwas 29$400,~~920~~000 ~~shares~~and ofwas ~~Common~~paid ~~Stock~~through tothe ~~SCC~~issuance of 53,334 shares ~~representing~~of aour ~~payment~~Series ofD ~~approximately~~Convertible ~~$48,433~~Preferred Stock.~~80.~~

On March 28, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twentieth closing notice for the exchange of $35,000 of assigned note portion for 23,333 shares of the Company’s common stock.

On March 31, 2025, the Company effectuated a 1-for-25 reverse stock split.

On March 31, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-first closing notice for the exchange of $25,000 of assigned note portion for 29,070 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a twenty-second closing notice for the exchange of $20,000 of assigned note portion for 23,257 shares of the Company’s common stock.

On April 2, 2025, SCC requested the issuance of 34,000 shares of Common Stock to SCC, representing a payment of approximately $28,050.

On April 2, 2025, SCC requested the issuance of 35,000 shares of Common Stock to SCC, representing a payment of approximately $28,875.

On April 2, 2025, the Company entered into a second Settlement Agreement and Stipulation (the “ Second Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement, SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $4,690,773.09 (the “Payables”) and will exchange such Payables for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares shall be priced at 75% of the average of the three lowest traded prices during the five trading day period prior to a share request, which is subject to a floor price of $2.92. The Company agreed to issue SCC 2,800 shares of Common Stock as a settlement fee.

On April 3, 2025, SCC requested the issuance of 36,000 shares of Common Stock to SCC, representing a payment of approximately $29,700.

On April 4, 2025, SCC requested the issuance of 31,956 shares of Common Stock to SCC, representing a payment of approximately $26,363.70.

On April 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $72,500 of assigned note portion for 87,879 shares of the Company’s common stock. The shares have not been issued as of the date of this report.

On April 4, 2025, the Company entered into a conversion agreement with a current noteholder, whereby the noteholder agreed to convert all $617,100 of the principal amount owed under its OID Note dated January 10, 2025 into 82,280 shares of Series D Convertible Preferred Stock.

On April 4, 2025, the Company entered into definitive agreements for the purchase and sale of an aggregate of 724,640 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 724,640 shares of common stock and short-term series B warrants to purchase up to 2,173,920 shares of common stock at a purchase price of $3.45 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants will have an exercise price of $2.95 per share and will be exercisable immediately upon issuance. The series A warrants will expire five years from the date of issuance and the short-term series B warrants will expire eighteen months from the date issuance. The private placement is expected to close on or about April 7, 2025, subject to the satisfaction of customary closing conditions.

On April 7 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $60,000 of assigned note portion for 72,727 shares of the Company’s common stock. The shares have not been issued as of the date of this report.

All of the above-described issuances were exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above, no general solicitation was made by either the Company or any person acting on its behalf. All such securities issued pursuant to such exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, appropriate legends have been placed on the documents evidencing the securities, and may not be offered or sold absent registration or pursuant to an exemption there from.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Item 7 contains forward-looking statements. Forward-looking statements in this Annual Report on Form 10-K are subject to a number of risks and uncertainties, some of which are beyond our control. Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which we are not currently aware or which we currently deem immaterial could also cause our actual results to differ, including those discussed in the sections entitled “Forward-Looking Statements” and “Risk Factors” included elsewhere in this Annual Report.

Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Annual Report on Form 10-K (the “Financial Statements”). The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

The following discussion of the Company’s financial condition and the results of operations should be read in conjunction with the Financial Statements and footnotes thereto appearing elsewhere in this Annual Report.

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that in addition to the description of historical facts contained herein, this Annual Report contains certain forward-looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company’s other filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those, described in the forward-looking statements. These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.

Operations

On June 9, 2016, a change in control occurred, a sixty percent (60%) ownership interest was obtained by American Rebel, Inc. from a former officer and director who was also our founder. On June 17, 2017, the Company acquired the business of its control stockholder accounted for and presented financially as a reverse merger transaction. Our majority stockholder, American Rebel, Inc. became a wholly owned subsidiary of the Company, and we distributed the shares to the stockholders of American Rebel, Inc. As a result of this reverse merger, the reporting operating history of the Company is now the operating history of American Rebel, Inc. Financial statements of both companies are now consolidated and all material intercompany transactions and balances are eliminated. On July 29, 2022, the Company closed on its acquisition of the Champion Entities, a major acquisition with significant existing operations.

Recent Developments

~~American~~Minority ~~Rebel~~Interest ~~Beer~~Agreements

OnDuring ~~August 9, 2023,~~ the ~~Company~~year ~~entered~~ended ~~into~~December ~~a Master Brewing Agreement with Associated Brewing. Under the terms of the Brewing Agreement~~31, ~~Associated~~ ~~Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits~~2025, ~~with~~we ~~the~~entered ~~initial~~into ~~product being~~multiple ~~American~~agreements ~~Rebel~~to ~~Light~~acquire ~~Beer.~~minority ~~American~~ownership ~~Rebel~~interests ~~Light Beer launched regionally~~ in ~~early~~certain ~~2024~~entities. The Company paid a setup fee and security deposit to Associated Brewing. We established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses and conduct operations for our beer business.

~~Loans~~On September 2, 2025, we executed a Membership Interest Purchase Agreement with Sydona Enterprises, LLC, d/b/a Schmitty’s, acquiring a 19.01% ownership interest in Schmitty’s. The consideration for this acquisition included the issuance of 11 shares of common stock and prefunded warrants to purchase an additional 30 shares of common stock at $0.01 per share. The total value of the transaction was approximately $1.99 million. This strategic investment positions American Rebel to leverage Schmitty’s established presence in the smokeless market, aligning with the Company’s expansion into the $10 billion smokeless category. The partnership aims to enhance Schmitty’s retail distribution and explore licensing opportunities under the “America’s Patriotic Brand” umbrella.

On ~~January~~September 130, ~~2024~~2025, we entered into a ~~new~~Membership ~~loan~~Interest ~~agreement~~Purchase Agreement with anRAEK ~~existing~~Data, ~~lender~~LLC ~~who~~to ~~was~~acquire ~~owed~~a ~~$150,000 which~~minority ~~was~~membership ~~due December~~interest ~~31,~~in ~~2023~~the entity. WePursuant ~~repaid~~to the ~~lender~~agreement, ~~$75~~we issued 200,000 ~~due~~ ~~under~~shares ~~the~~of ~~prior~~Series ~~loan~~D ~~and~~Convertible ~~entered~~Preferred ~~into~~Stock ~~new~~to ~~loan~~RAEK ~~agreement~~Data, ~~where~~LLC wein ~~agreed~~exchange for toits ~~pay~~ownership ~~the~~interest. ~~lender the~~The ~~remaining~~shares were issued at a stated value of $757.50 per share, resulting in an aggregate transaction value of $1,500,000 on. orThis ~~before~~transaction ~~March~~was 31accounted for as an equity acquisition, ~~2024~~with the acquired interest recorded at fair value on the acquisition date. The ~~principal~~acquisition ~~balance~~provides ~~bears~~the ~~interest~~Company ~~at 12%~~with ~~per~~additional ~~annum~~operational influence.

On March 21, 2024, we entered into a securities purchase agreement with an accredited investor (“the Lender”), pursuant to which the Lender made a loan to us, evidenced by a promissory note in the principal amount of $235,750. A one-time interest charge or points amounting to 15% (or $35,362) and fees of $5,000 were applied at the issuance date, resulting in net proceeds of $200,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $162,667.20 and is due on June 30, 2024 with six subsequent payments each in the amount of $18,074.14 due on the 30th of each month thereafter (total repayment of $271,112 on or by December 31, 2024). We have the right to prepay the note within one hundred eighty days at a discount of 5%. Effective interest rate on this loan is 81.1% with 15 points paid up front as a fee.45

On ~~March~~December 2226, ~~2024~~2025, wethe ~~entered~~Company ~~into~~exercised ~~another~~its ~~Revenue~~option ~~Interest~~to ~~Purchase~~purchase ~~Agreement~~additional ~~with~~membership aninterests ~~individual~~of ~~accredited~~RAEK ~~investor,~~ pursuant to ~~which~~Section 1.06 of that ~~the~~certain ~~investor~~Minority Membership Interest Purchase Agreement. The Company purchased from RAEK additional membership interests in RAEK equal to a ~~revenue~~fully diluted ownership interest ~~from~~percentage of two percent 2.0% (the ~~Company~~“Additional Interests”). The purchase price for the Additional Interests was $~~100~~1,000.,000 As(the ~~consideration~~“Option ~~for~~Purchase ~~such~~Price”). ~~payment,~~The ~~commencing~~Company onpaid ~~June~~the 1,Option ~~2024 and~~Purchase ~~continuing~~Price ~~thereafter~~in ~~until~~shares of ~~all~~its ~~amounts~~Series ~~are~~D ~~repurchased~~Convertible byPreferred usStock, ~~pursuant~~with toa ~~the~~stated ~~terms~~value of ~~the~~$7.50 ~~Revenue~~per ~~Interest~~share. ~~Purchase~~Based ~~Agreement~~on such stated value, the Company delivered ~~investor~~133,334 ~~has~~shares aof ~~right~~Series toD ~~receive~~Preferred (aggregate stated value $101,000 ~~per~~,005), ~~month~~the ~~from~~additional us$5.00 ~~generated~~shall ~~from~~be ~~its~~documented ~~operating~~as ~~subsidiaries~~an administrative fee for the transaction.

On218 ~~March~~3rd ~~27,~~Avenue ~~2024,~~Asset we entered into a $1,300,000 Business Loan and Security Agreement with an accredited investor lending source. Under the Secured Loan, we received the loan net of fees of $26,000. We repaid two outstanding secured notes to affiliates of the Lender totaling $769,228, resulting in net proceeds of $504,772. The Secured Loan requires 64 weekly payments of $26,000 each, for a total repayment of $1,664,000. The Secured Loan bears interest at 22.8% per annum. The Secured Loan is secured by all of our assets second to a first priority lien secured the holder of the Line of Credit. Furthermore, our CEO provided a personal guaranty for the Secured Loan. The Secured Loan provides for a default fee of $15,000 for any late payments on the weekly payments. As long as the Secured Loan is not in default, we may prepay the Secured Loan pursuant to certain prepayment amounts set forth in the Secured Loan. Further, any default by us allows the Lender to take necessary actions to secure its collateral and recovery of funds.Acquisition

On ~~April~~August 119, ~~2024~~2025, we entered into ana ~~additional~~Purchase ~~Revenue~~and ~~Interest~~Sale ~~Purchase~~ Agreement with an218 ~~individual~~LLC ~~accredited~~(the ~~investor,~~“Seller”) ~~pursuant~~for ~~to which~~ the ~~investor~~sale ~~purchased~~of aan ~~revenue~~approximately 20,829 ~~interest~~square ~~from~~foot usfour ~~for~~story ~~$100,000.~~commercial Asretail ~~consideration~~building ~~for~~located ~~such~~at ~~payment,~~218 ~~commencing~~3rd onAvenue ~~June~~North, 1Nashville, ~~2024~~Tennessee ~~and~~37201 (“218 3rd ~~continuing~~Avenue”) ~~thereafter~~for ~~until~~a ~~all~~sale ~~amounts~~price ~~are~~of ~~repurchased~~$14.1 bymillion. usOn ~~pursuant~~September to15, ~~the~~2025, ~~terms~~we entered into a mutual termination agreement of the ~~Revenue~~Purchase Agreement. ~~Interest~~On ~~Purchase~~the ~~Agreement~~same day, ~~the~~we ~~investor has~~entered into a ~~right~~membership interest purchase agreement (the “MIPA”) to ~~receive~~purchase ~~$10,000 per~~all ~~month~~of ~~from~~the outstanding usmembership ~~generated~~interests ~~from~~in ~~our~~218 ~~operating~~3rd ~~subsidiaries~~Avenue.

40We have agreed to pay Seller $14,100,000, the appraised value of 218 3rd Avenue, for all of the ownership interests in the Seller in tranches over twelve months. Upon execution of the MIPA, we authorized the issuance of 280,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share ($2,100,000 in value), for the purchase of 30% of the outstanding membership interests in the Seller.

OnFurther, ~~April~~we 9,shall ~~2024,~~pay wethe ~~entered~~Seller ~~into~~$300,000 anof ~~additional~~the ~~Revenue~~purchase ~~Interest~~price ~~Purchase~~in ~~Agreement~~three ~~with~~non-refundable an$100,000 ~~individual~~installments; ~~accredited~~the ~~investor,~~first ~~pursuant~~installment toshall be ~~which~~payable ~~the~~15 ~~investor~~days ~~purchased~~following aexecution ~~revenue~~of ~~interest~~the ~~from~~MIPA usand ~~for~~shall ~~$100,000.~~purchase Asan ~~consideration~~additional ~~for~~1% ~~such~~of ~~payment,~~the ~~commencing~~outstanding onmembership ~~June~~interests 1,in ~~2024~~the ~~and~~Seller; ~~continuing~~the ~~thereafter~~second ~~until~~installment ~~all~~shall ~~amounts~~be ~~are~~payable ~~repurchased~~45 bydays usfollowing ~~pursuant~~execution toof the ~~terms~~Agreement and shall purchase an additional 1% of the ~~Revenue~~outstanding membership ~~Interest~~interests ~~Purchase~~in ~~Agreement,~~the Seller; and the ~~investor has~~third ainstallment ~~right~~shall tobe ~~receive~~payable ~~$10,000 per~~75 ~~month~~days ~~from~~following usexecution ~~generated~~of ~~from~~the ~~our~~Agreement ~~operating~~and ~~subsidiaries~~shall purchase an additional 1% of the outstanding membership interests in the Seller.

OnIn ~~April 9~~addition, ~~2024,~~ we ~~entered~~executed ~~into~~a an12-month, ~~additional~~6% ~~Revenue~~per ~~Interest~~annum ~~Purchase~~promissory ~~Agreement~~note ~~with~~in anthe ~~individual~~amount ~~accredited~~of ~~investor~~the $11,700,000 ~~pursuant~~payable to ~~which~~ the ~~investor~~Seller. ~~purchased~~Seller may, from time to time, convert a ~~revenue~~portion of principal and interest ~~from~~under usthe ~~for~~Note ~~$300~~into tranches of 200,000. Asshares ~~consideration~~of ~~for~~the ~~such~~Company’s ~~payment~~Series D Convertible Preferred Stock (valued at $1,500,000) ~~commencing~~and onsimultaneously ~~June~~convert such preferred stock into 1,000,000 ~~2024~~shares ~~and~~of common ~~continuing~~stock ~~thereafter~~and ~~until~~then ~~all~~sell such shares, or in other amounts ~~are~~that ~~repurchased~~do bynot ~~the~~exceed ~~Company~~a ~~pursuant~~4.99% tobeneficial ownership, and apply the ~~terms~~proceeds towards the principal and interest of the ~~Revenue~~Note. ~~Interest~~Each ~~Purchase~~conversion ~~Agreement, the~~shall ~~investor~~purchase ~~has~~an aadditional ~~right~~1% ownership interest in Seller. We agreed to ~~receive~~issue to ~~$30~~Seller an additional 18,~~000 per~~800 ~~month~~shares ~~from~~of usSeries ~~generated~~D ~~from~~Convertible ~~its~~Preferred ~~operating~~Stock, ~~subsidiaries~~valued at $141,000, as a convenience fee.

OnDamon ~~April~~Note ~~9, 2024, we entered into an additional Revenue Interest~~ Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from us for $75,000. As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by us pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $7,500 per month from us generated from our operating subsidiaries.

On ~~April~~August 1922, ~~2024~~2025, wethe Company entered into a ~~Revenue~~note ~~Interest~~purchase ~~Purchase~~agreement ~~Agreement~~(the “NPA”) with anStreeterville ~~individual~~Capital, ~~accredited~~LLC, ~~investor~~a Utah limited liability company (“Streeterville”), ~~pursuant~~for tothe ~~which~~purchase by the ~~investor purchased~~Company of a ~~revenue~~portion ~~interest~~of ~~from~~a uscertain ~~for~~ $~~500~~6,470,000. Assecured ~~consideration~~promissory note ~~for~~dated ~~such~~June ~~payment~~26, ~~commencing~~2024 on(the ~~June~~“Damon 1,Note”) ~~2024~~in ~~and~~Damon, ~~continuing~~Inc., ~~thereafter until~~a ~~all~~British ~~amounts~~Columbia ~~are~~corporation ~~repurchased~~(“Damon”) held by Streeterville. usDamon ~~pursuant~~is toa ~~the~~public ~~terms~~company, ofregistered ~~the~~as ~~Revenue~~a ~~Interest~~foreign ~~Purchase~~private ~~Agreement,~~issuer with the ~~investor~~SEC, ~~has~~with aits ~~right~~common ~~to receive~~shares ~~$50,000 per~~traded ~~month~~on ~~from~~the usOTCID Basic ~~generated~~Market ~~from~~under ~~its~~the ~~operating~~symbol ~~subsidiaries~~“DMNIF”.

OnUpon ~~May~~the ~~28,~~terms ~~2024,~~and weconditions ~~entered~~set ~~into~~forth ain ~~Securities~~the ~~Purchase~~NPA, ~~Agreement~~Streeterville ~~with~~sold, ~~1800~~transferred ~~Diagonal~~and ~~Lending,~~assigned ~~LLC,~~to anthe ~~accredited investor~~Company, ~~pursuant~~and ~~to which~~ the ~~Lender~~Company ~~made~~agreed ato purchase ~~loan~~from toStreeterville, us$2,000,000 ~~evidenced~~of bythe aDamon ~~promissory~~Note ~~note~~ in ~~the~~consideration ~~principal~~for ~~amount~~the ofissuance ~~$111,550.~~to AnStreeterville ~~original issue discount~~ of ~~$14~~2,~~550 and fees of $7,~~000 ~~were~~ ~~applied~~shares onof the ~~issuance~~Company’s newly ~~date,~~authorized ~~resulting~~Series inE ~~net~~Preferred ~~loan~~Stock, ~~proceeds~~par ofvalue $~~90,000~~0.001 ~~Accrued,~~per ~~unpaid~~share. ~~interest~~In ~~and~~the ~~outstanding principal,~~event ~~subject~~the toCompany’s ~~adjustment,~~common stock is ~~required~~ever todelisted from beNasdaq, ~~paid~~Streeterville inwill ~~nine~~have ~~payments in~~ the ~~amount~~right ofto ~~$13,881.78,~~repurchase ~~with~~ the ~~first~~portion ~~payment~~of ~~due~~the ~~on June~~purchased ~~30,~~Damon ~~2024,~~Note ~~and~~from ~~remaining~~the ~~eight~~Company ~~payments~~in ~~due~~exchange onfor cancellation of the ~~last~~shares ~~day~~ of ~~each~~Series ~~month~~E ~~thereafter~~Preferred ~~(a total payback to the Lender of $124,936~~Stock.~~00).~~

On June 14, 2024, we entered into a Securities Purchase Agreement with Coventry Enterprises, LLC, an accredited investor, pursuant to which the Lender made a loan to us, evidenced by a promissory note in the principal amount of $111,550. An original issue discount of $14,550 and fees of $7,000 were applied on the issuance date, resulting in net loan proceeds of $90,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments in the amount of $13,881.78, with the first payment due on June 30, 2024, and remaining eight payments due on the last day of each month thereafter (a total payback to the Lender of $124,936.00).46

OnThe ~~July~~Damon 2,Note ~~2024,~~is wesecured ~~entered~~by ~~into~~certain acollateral ~~Standard~~of ~~Merchant~~Damon ~~Cash~~as ~~Advance~~set ~~Agreement~~forth (in the ~~“Factoring~~transaction ~~Agreement”),~~documents ~~with~~between anStreeterville ~~accredited~~and Damon. The Company ~~investor~~and ~~lending~~Streeterville ~~source~~agreed ~~(“Financier”).~~that ~~Under~~the security interest held in the ~~Factoring~~collateral ~~Agreement,~~by ~~our~~Streeterville ~~wholly-owned~~will ~~subsidiary~~be ~~sold~~held topari ~~Financier~~passu afor ~~specified percentage~~benefit of ~~its~~both parties. ~~future~~Any ~~receipts~~and ~~(as~~all ~~defined~~rights, bybenefits ~~the~~and ~~Factoring~~proceeds ~~Agreement,~~of ~~which~~the ~~include~~collateral ~~any~~will ~~and~~be ~~future~~shared ~~revenues~~pro ofrata ~~Champion~~by ~~Safe~~the Company~~, Inc.~~ and Streeterville (~~“Champion”),~~based on ~~another~~the ~~wholly~~then-~~owned~~outstanding ~~subsidiary~~balances of the ~~Company,~~Damon Note and the portion of the Damon Note purchased by the Company). ~~equal~~Any todecision ~~$357~~regarding when,~~500 for~~ ~~$250,000, less~~how ~~origination~~ and ~~other~~whether ~~fees~~to ofpursue ~~$12,500.~~collections ~~Our~~or ~~wholly-owned~~other ~~subsidiary~~actions ~~agrees~~against toDamon ~~repay~~will ~~this~~be ~~purchased~~determined ~~receivable~~by ~~amount~~Streeterville in ~~equal~~consultation ~~weekly~~with the ~~installments~~Company. ofThe ~~$17,875~~Company covenanted and agreed that it will not pursue any collections or other action against Damon without Streeterville’s consent.

OnEstablishment July 8, 2024, we entered into a subordinated business loan and security agreement with an accredited investor lending source and a subsidiary to that accredited investor lending source as collateral agent, which provides for a term loan in the amount of ~~$1,312,500 which principal~~American ~~and~~Rebel interest (of $577,500) is due on January 20, 2025. Commencing July 15, 2024, we are required to make weekly payments of $67,500 until the due date. The loan may be prepaid subject to a prepayment fee. An administrative agent fee of $62,500 was initially paid on the loan. A default interest rate of 5% becomes effective upon the occurrence of an event of default. In connection with the loan, the holder was issued a subordinated secured promissory note, dated July 8, 2024, in the principal amount of $1,312,500 which note is secured by all of the borrower’s assets, including receivables, subject to certain outstanding liens and agreements.Beer

On ~~July~~August 229, ~~2024~~2023, we ~~and an accredited investor lending source~~ entered into ana ~~agreement~~Master ~~whereby~~Brewing ~~$300,000 of~~Agreement ~~the~~with ~~Assumption~~Associated ~~Loan~~Brewing. ~~was acquired~~Under by the ~~accredited~~terms ~~investor~~of ~~lending source from~~ the ~~original~~Brewing ~~holder.~~Agreement, ~~The~~Associated Brewing ~~agreement~~has ~~entered~~been ~~into~~appointed ~~was structured~~ as ~~an installment purchase between~~ the ~~two~~exclusive ~~accredited~~producer ~~investor~~and ~~lending~~seller ~~sources.~~of WeAmerican ~~entered~~Rebel ~~into~~branded ~~an amended note payable~~spirits, ~~which~~with bythe ~~its~~initial ~~terms~~product ~~became~~being ~~a $300,000 no~~American ~~interest~~Rebel ~~convertible~~Light ~~note, due and payable on July 22, 2025~~Beer. ~~The~~American ~~conversion~~Rebel ~~price~~Light isBeer ~~fixed~~launched atregionally ~~$100~~in 2024.~~80 per~~ ~~share,~~We ~~with~~paid ~~the~~a ~~normal share~~setup ~~reserve~~fee and ~~conversion~~security ~~mechanics.~~deposit ~~We issued 992 shares of common stock~~ to ~~the~~Associated ~~holder~~Brewing. We ofestablished ~~the~~American ~~amended~~Rebel ~~note payable and retired $100~~Beverages,~~000 of~~ ~~this~~LLC ~~$300,000 debt.~~as ~~The~~a ~~shares~~wholly ~~were~~owned ~~issued~~subsidiary specifically to ~~the~~hold ~~holder~~our ~~without~~alcohol ~~restrictive~~licenses ~~legend~~ and aconduct ~~new amended~~operations ~~convertible~~for ~~note~~our ~~payable~~beer ~~of $200,000, due and payable on July 22, 2025~~business.

41Expansion into New Business Categories

OnExpanding ~~August~~Scope ~~5, 2024, we entered into two securities exchange and amendment agreements with two accredited investors, whereby we agreed to issue the investor 10,010 shares~~ of ~~Series~~Operations DActivities ~~Convertible Preferred Stock in exchange for a portion of a $75,000 revenue interest owned~~ by ~~one~~Offering ~~such~~Servicing ~~investor,~~Dispensaries and ~~whereby~~Brand we agreed to issue the investor 54 shares of Series D Convertible Preferred Stock in exchange for a portion of a $100,000 revenue interest owned by a second such investor. Commencing on October 1, 2024, and continuing thereafter until all amounts are repurchased by us pursuant to the terms of the Revenue Agreement, the investors have the right to receive $7,500 and $10,000 per month, respectively, from us generated from our operating subsidiaries.Licensing

OnWe ~~August~~continually 5,seek ~~2024,~~to wetarget ~~entered~~new ~~into~~consumer ~~three~~segments ~~Amended~~for ~~Revenue~~our ~~Interest~~safes. ~~Purchase~~As ~~Agreements~~we ~~with~~believe ~~two~~that ~~individual~~safes ~~accredited~~are ~~investors~~becoming ~~and~~a ~~one~~must-have ~~corporate accredited~~household ~~investor. Commencing on October 1~~appliance, we ~~2024,~~strive ~~and~~to ~~continuing~~establish ~~thereafter~~authenticity ~~until all amounts are repurchased~~ by usselling ~~pursuant~~our products to ~~the terms~~additional ~~of the Revenue Agreement~~groups, ~~the~~and ~~investors~~to ~~have~~expand ~~the~~our ~~right~~ direct-to-consumer ~~receive~~presence ~~$10,000,~~through our ~~$10,000~~ website and ~~$30,000 per~~our ~~month,~~showroom ~~respectively, from~~currently usin ~~generated~~Lenexa, ~~from our operating subsidiaries~~Kansas.

OnFurther, ~~August~~we 9,expect ~~2024,~~the wecannabis ~~entered~~dispensary ~~into~~industry to be a ~~Securities~~material ~~Purchase~~growth ~~Agreement~~segment for our business. Several cannabis dispensary operators have expressed interest in the opportunity to help them with ~~1800~~their ~~Diagonal~~inventory ~~Lending,~~locking ~~LLC,~~needs. anCannabis ~~accredited~~dispensaries ~~investor,~~have ~~pursuant~~various insurance requirements and local ordinances requiring them to secure their inventory when the dispensary is closed. Dispensary operators have been purchasing ~~which~~gun safes and independently taking out the ~~Lender~~inside ~~made~~themselves ato ~~loan~~allow them to usstore cannabis inventory. Recognizing what seems to be a growing need for cannabis dispensary operators, ~~evidenced~~we byhave designed a ~~promissory~~safe ~~note~~tailor-made infor the ~~principal~~cannabis ~~amount~~industry. American Rebel has a long list of ~~$179~~dispensary operators,~~400~~ growers, and processors interested in the Company’s inventory control solutions. We believe that dispensary operators, growers, and processors are another fertile new growth market for our Vault Doors products, as many in the cannabis space have chosen to install entire vault rooms instead of individual inventory control safes—the American Rebel Vault Door has been the choice for that purpose.

~~On September 4~~Further, ~~2024,~~ we ~~entered~~believe ~~into~~that aAmerican ~~Securities~~Rebel ~~Purchase~~has ~~Agreement~~significant ~~with~~potential ~~Coventry~~for ~~Enterprises,~~branded ~~LLC,~~products anas ~~accredited~~a ~~investor,~~lifestyle ~~pursuant~~brand. ~~to which~~As the ~~Lender~~American ~~made~~Rebel aBrand ~~loan~~ continues to usgrow in popularity, ~~evidenced~~we byanticipate agenerating ~~promissory~~additional ~~note~~revenues infrom ~~the~~licensing ~~principal~~fees ~~amount~~earned offrom ~~$300,000.~~third Aparties ~~one-time~~who ~~interest~~wish ~~charge~~to ~~of 12%~~engage ~~($36,000)~~the ~~was~~American ~~applied~~Rebel tocommunity. While the ~~Note~~Company ~~upon~~does ~~issuance.~~not ~~Further,~~currently angenerate ~~original~~material ~~issue~~revenues ~~discount~~from oflicensing ~~$45~~fees,~~000,~~ ~~$75,436.02 was~~our ~~utilized~~management ~~to repay~~team abelieves ~~June~~the ~~2024~~American ~~note~~Rebel ~~with~~brand ~~the~~name ~~Lender,~~may ~~commissions~~in tothe afuture ~~broker~~have ~~dealer~~significant oflicensing ~~$8,000,~~value ~~and~~to ~~fees~~third ofparties ~~$10,000 were~~that ~~applied~~seek on the ~~issuance~~American ~~date,~~Rebel ~~resulting~~name into ~~net~~brand ~~loan~~their ~~proceeds~~products to usmarket ofto ~~$161,563.98. Accrued,~~the ~~unpaid~~American ~~interest~~Rebel ~~and~~target ~~outstanding~~demographic. ~~principal~~For example, ~~subject~~a tool manufacturer that wants to ~~adjustment,~~pursue isan ~~required~~alternative tomarketing beplan ~~paid~~for ina ~~eight~~different ~~payments;~~look and feel could license the ~~first~~American ~~payment~~Rebel ~~shall~~brand bename infor ~~the~~their ~~amount~~line of ~~$37,333.33~~ tools and ismarket their ~~due~~tools onunder ~~September~~our ~~30,~~distinct ~~2024 with~~brand. ~~seven~~This ~~(7)~~licensee ~~subsequent~~would ~~payments~~benefit ~~each~~from in the ~~amount~~strong ofAmerican ~~$37,333.33 due~~Rebel onbrand ~~the~~with ~~last~~their ~~day~~second line of ~~each~~American Rebel ~~month~~branded ~~thereafter~~tools (aas ~~total~~they ~~payback~~ would continue to sell both of the ~~Lender~~lines of ~~$336~~tools. Conversely,~~000~~ American Rebel could potentially benefit as a licensee of products.~~00).~~ InIf ~~addition~~American toRebel ~~the~~determines ~~Note,~~a ~~the~~third ~~Company~~party ~~and~~has ~~the~~designed, ~~Lender~~engineered, ~~entered~~and ~~into~~manufactured a ~~conversion~~product ~~agreement~~that ~~(the~~would ~~“Conversion~~be ~~Agreement”),~~a ~~whereby~~strong addition to the ~~Lender~~American ~~converted~~Rebel ~~$49,500~~ catalog of ~~its~~products, ~~June~~American ~~2024~~Rebel ~~note~~could ~~into 6,600 shares~~license ofthat product from the ~~Company’s~~third-party and sell ~~Series~~the Dlicensed ~~Convertible~~product ~~Preferred~~under ~~Stock~~the American Rebel brand.

On October 4, 2024, we entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor, pursuant to which the Lender made a loan to us, evidenced by a promissory note in the principal amount of $122,960. An original issue discount of $16,960 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds of $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments of $15,574.89, with the first payment due on October 30, 2024, and remaining eight payments due on the 30th day of each month thereafter (a total payback to the Lender of $140,174). 47

On October 23, 2024, we entered into an Exchange and Settlement Agreement with an individual accredited investor. On April 19, 2024, the Company and the Investor had entered into a $500,000 Revenue Interest Purchase Agreement. Pursuant to the Securities Exchange Agreement, the Company and the Investor exchanged the Revenue Agreement and all rights and preferences thereunder for 2,280 shares of common stock, valued at $68.75 per share, and a three-year pre-funded warrant to purchase 19,441 shares of common stock at $0.01 per share, valued at $68.50 per share.

On October 30, 2024, we entered into a Securities Purchase Agreement with Alumni Capital LP, a Delaware limited partnership, pursuant to which the Lender made a loan to us, evidenced by a promissory note in the principal amount of $420,000. An original issue discount of $70,000 and commissions to a broker dealer of $28,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $322,000. Accrued, unpaid interest at the rate of 10% and outstanding principal, subject to adjustment, is required to be paid on or before December 31, 2024. In addition to the Note, we issued the Lender a five-year common stock purchase warrant to purchase up to 2,887 shares of Common Stock at $145.50 per share.

On November 6, 2024, we entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor, pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $122,960. An original issue discount of $16,960 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds of $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments of $15,574.89, with the first payment due on December 15, 2024, and remaining eight payments due on the 15th day of each month thereafter (a total payback to the Lender of $140,174).

On November 11, 2024, we entered into a Purchase and Exchange Agreement among an investor and Altbanq Lending LLC, pursuant to which the Purchaser agreed to purchase from the Seller a portion ($150,469.11) of a promissory note dated March 27, 2024 in the original principal amount of $1,330,000, with a current balance payable of $1,229,350. Contemporaneously with assignment of the assigned note portion to the Purchaser, we exchanged the $150,469.11 of assigned note portion for 78,615 shares of the Company’s common stock as a 3(a)(9) exchange.

On December 13, 2024, we entered into a three-month promissory note with an accredited investor in the principal amount of $213,715 (the “Note”). An original issue discount of $63,715 was applied on the issuance date and was paid through the issuance of 36,830 shares of the Company’s common stock to the Lender, resulting in net loan proceeds to the Company of $150,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in one lump sum payment of $155,625 on or before March 13, 2025.

Description of Our Business

Company Overview

American Rebel is boldly positioning itself as America’s Patriotic Brand. The Company has identified the market opportunity to design, manufacture, and market innovative concealed carry products and safes. American Rebel accesses its market uniquely through its positioning as America’s Patriotic Brand and the appeal of its products as well as through the profile and public persona of its founder and Chief Executive Officer, Andy Ross. Andy hosted his own television show for 12 years, has made multiple appearances over the years at trade shows, and is well-known in the archery world as the founder of Ross Archery, which was the world’s fastest-growing bow company in 2007 and 2008. Andy has released 3 CDs, done numerous radio and print interviews, and performed many concerts in front of thousands of people. Andy has the ability to present American Rebel to large numbers of potential customers through the appeal of his music and other supporting appearances. For example, his appearance on the History Channel hit show Counting Cars in February 2014 has been viewed by over 2 million times. Bringing innovative products that satisfy an existing demand to the market through exciting means is the American Rebel blueprint for success.

Other

As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below or elsewhere in this Annual Report. We believe that the perception that many people have of a public company makes it more likely that they will accept restricted securities from a public company as consideration for indebtedness to them than they would from a private company. We have not performed any studies of this matter. Our conclusion is based on our own observations. Additionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders.

43Results of Operations for the year ended December 31, 2025

~~Results~~Year ofEnded ~~Operations~~December ~~for~~31, 2025 Compared to the ~~year~~Year ~~ended~~Ended December 31, 2024

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

	For the Year Ended
	December 31, 2024			December 31, 2023
Revenue		11,420,268			15,998,196
Cost of goods sold		11,539,905			14,199,260
Gross margin		(119,637	)		1,798,936
Expenses:
Consulting/payroll and other costs		2,039,777			3,598,839
Compensation expense – officers – related party		-			518,107
Compensation expense – officers – deferred comp – related party		656,250			812,500
Rental expense, warehousing, outlet expense		468,739			871,032
Product development costs		385,800			132,528
Marketing and brand development costs		2,354,809			1,318,890
Administrative and other		6,049,555			3,207,806
Depreciation and amortization expense		145,548			104,229
Total operating expenses		12,100,478			10,563,931
Operating income (loss)		(12,220,115	)		(8,764,995	)
Other Income (Expense)
Interest expense		(3,969,485	)		(363,567	)
Interest income		1,364			3,780
Employee retention credit funds, net of costs to collect		-			1,113,337
Gain on sale of equipment		6,179			1,900
Impairment adjustment – goodwill and intangible assets		-			(1,912,559	)
Loss on debt extinguishment		(1,422,307	)		-
Gain on settlement of liability		-			190,403
Net loss before income tax provision		(17,604,364	)		(9,731,701	)
Provision for income tax		-			-
Net loss		(17,604,364	)		(9,731,701	)

Revenue and cost of goods sold

For the year ended December 31, ~~2024~~2025, we reported Revenues of $119,~~420~~522,~~268~~109 compared to Revenues of $1511,~~998~~420,~~196~~268 for the year ended ~~December~~ December 31, ~~2023~~2024. The decrease in Revenues of $41,~~577~~898,~~928~~159 (or (2917)% period over period) for the year ended December 31, ~~2024~~ 2025 compared to the year ended December 31, ~~2023~~2024 is primarily attributable to slower sales driven by current market conditions. For the year ended December 31, ~~2024~~ 2025, we reported Cost of Goods Sold of $119,~~539~~719,~~905~~861, compared to Cost of Goods Sold of $1411,~~199~~539,~~260~~905 for the year ended December 31, ~~2023~~2024. The decrease in Cost of Goods Sold of $21,~~659~~820,~~355~~044 (or (1916)% period over period) for the current period is due to the direct relationship of decreased sales. For the year ended December 31, ~~2024~~2025, we reported a negative Gross Margin of $(~~119~~197,~~637~~752), compared to ~~Gross~~a negative Gross Margin of $1(119,~~798,936~~637) for the year ended December 31, ~~2023~~2024. The decrease in Gross Margin of $178,~~918,573~~ 115 (or (~~107~~65)% period over period) for the year ending December 31, ~~2024~~2025 compared to the year ending December 31, ~~2023~~2024 primarily due to slower sales and current market conditions. Gross Margin ~~percentages~~percentage for the ~~years~~year ended December 31, ~~2024~~2025 ~~were~~was (12)% compared to 11(1)% for the year ended December 31, ~~2023~~2024.

Expenses

Total operating expenses for the year ended December 31, ~~2024~~2025 were $1214,~~100~~564,~~478~~ 675 compared to $1012,~~563~~100,~~931~~478 for the year ended December 31, ~~2023~~ 2024 as further described below. Overall, we saw a $12,~~536~~464,~~547~~197 increase in operating expenses or a 1520% period over period increase in operating expenses from the prior year comparable period.

44For the year ended December 31, 2025, we incurred consulting/payroll and other costs of $3,246,972 compared to consulting/payroll and other costs of $2,039,777 for the year ended December 31, 2024. The increase in consulting/payroll and other costs of $1,207,195 (or 59% period over period) was primarily due to the increase in payroll expenses for the beer business and contract labor.

For the year ended December 31, ~~2024~~2025, we incurred ~~consulting/payroll~~compensation ~~and~~expense ~~other~~– officers – deferred comp costs of $2531,~~039,777~~251 compared to ~~consulting/payroll and other costs of~~ $3656,~~598,839~~250 for the year ended December 31, ~~2023~~2024. ~~The~~These ~~decrease~~expenses inrelate ~~consulting/payroll~~to the stock compensation expense related to the prior year issuance of shares of preferred stock that are convertible into common stock of the Company and ~~other~~the ~~costs~~relative timing of $1vesting and expense of the shares. The Company believes that it pays it officers or management a fair and competitive salary,~~559,062~~ (as well as stock grants or ~~(43)%~~awards ~~period~~that ~~over~~are ~~period)~~made ~~was~~during ~~primarily~~the ~~due~~year. Deferred compensation is attributable to the ~~overall~~fair ~~decrease~~value inof ~~headcount~~the common stock equivalents that are underlying our Series A preferred stock that have been issued pursuant to employment agreements and vesting schedules.

For the year ended December 31, 2024, we incurred compensation expense – officers and compensation expense – officers – deferred comp costs of $0 and $656,250 compared to compensation expense – officers and compensation expense – officers – deferred comp costs of $518,107 and $812,500 for the year ended December 31, 2023. The decrease in compensation expense – officers – deferred comp costs of $674,357 was due to Company issuing shares of preferred stock that are convertible into common stock of the Company and the relative timing of vesting and expense of the shares. The Company believes that it pays it officers or management a fair and competitive salary, as well as stock grants or awards that are made during the year. Deferred compensation is attributable to the fair value of the common stock equivalents that are underlying our Series A preferred stock that have been issued pursuant to employment agreements and vesting schedules.48

For the year ended December 31, ~~2024~~2025, we incurred rental expense, warehousing, outlet expense of $~~468~~179,~~739~~596, compared to rental expense, warehousing, outlet expense of $~~871~~468,~~032~~739 for the year ended December 31, ~~2023~~2024. The decrease in rental expense, warehousing, outlet expense of $~~402~~289,~~293~~143 (or (4662)% period over period) is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost -cutting measures or efficiencies put in place. The Company expects to maintain this level of expense on a go-forward basis with its leases and rented properties for the near term.

For the year ended December 31, ~~2024~~2025, we incurred product development expenses of $~~385~~78,~~800~~640 compared to product development expenses of $~~132~~385,~~528~~800 for the year ended December 31, ~~2023~~2024. The ~~increase~~decrease in product development expenses of $~~253~~307,~~272~~160, or ~~191~~(80)%, is due to ~~increased~~decreased ~~private~~third party ~~label~~development ~~brewery~~ expenses in connection with the ~~growth~~setup of the beer business.

For the year ended December 31, ~~2024~~2025, we incurred marketing and brand development expenses of $24,~~354~~633,~~809~~182 compared to marketing and brand development expenses of $12,~~318~~354,~~890~~809 for the year ended December 31, ~~2023~~2024. The increase in marketing and brand development expenses of $12,~~035~~278,~~919~~373 (or 7997% period over period) relates primarily to an increase of activities including major trade shows and marketing efforts in connection with the beer business.

For the year ended December 31, ~~2024~~2025, we incurred administrative and other expense of $65,~~049~~646,~~555~~121 compared to administrative and other expense of $36,~~207~~049,~~806~~ 555 for the year ended December 31, ~~2023~~2024. The ~~increase~~decrease in administrative and other expense of $2403,~~841,749~~434 (or 89(7)% period over period) relates primarily to legal and other professional fees that we incurred during 2024 in connection with the increased legal, accounting, and audit fees as a result of our reaudits.

For the year ended December 31, ~~2024~~2025, we incurred depreciation and amortization expense of $~~145~~248,~~548~~913 compared to depreciation and amortization expense of $~~104~~145,~~229~~548 for the year ended December 31, ~~2023~~2024. The increase in depreciation and amortization expense primarily relates to the amortization related to ~~goodwill~~intangible assets and ~~intangible~~depreciation ~~assets~~on the 218 3rd Avenue North building.

Other income and expenses

For the year ended December 31, ~~2024~~2025, we incurred interest expense of $32,~~969~~527,~~485~~ 342 compared to interest expense of $~~363~~3,~~567~~969,485 for the year ended December 31, ~~2023~~2024. The ~~increase~~decrease in interest expense of ($31,~~605~~442,~~918~~143) (or (36)% period over period) is due to athe ~~significant~~decrease in number of debt agreements weoutstanding ~~entered~~at ~~into~~December ~~during 2024~~31, to2025 ~~fund~~compared ~~our~~to ~~working~~December ~~capital needs~~31, 2024.

For the year ended December 31, ~~2024~~2025, we incurred a ~~$1,422,307~~ loss on debt extinguishment of ~~due~~$13,965,771 toand ~~the~~loss ~~conversion~~ on settlement of ~~certain~~liability ~~debt~~of ~~arrangements.~~$3,085,606 Wecompared ~~incurred~~to a ~~gain~~loss ofon ~~settlement~~extinguishment of ~~liability~~debt of $~~190~~1,~~403~~422,307 ~~during~~for the year ended December 31, ~~2023~~2024. The ~~2023 gain~~increase ~~relates~~in toloss ~~shares~~on ~~issued~~debt toextinguishment ~~directors~~and ason settlement of ~~accrued~~liability of $15,629,070 (or 1099% period over period) is due to several conversions of debt and ~~unpaid~~liabilities ~~fees~~into ~~that~~equity ~~exceeded~~during the ~~fair~~year ~~value~~ended ofDecember ~~shares~~31, ~~granted~~2025 atas well as the amended ~~that~~Streeterville ~~time~~loan payable.

For the year ended December 31, 2023 we received approximately $1,286,000 in tax credits under the CARES Act from the US Department of Treasury and in turn paid approximately $178,500 to the service provider, netting the Company $1,113,337 in credits for retaining its employees during COVID. As part of the collection process the Company retained the services of a tax service professional to provide the Company with the specialized tax services. The services included identifying various tax initiatives as well as specifically tasking the tax service professional in applying for and the tax filings for (tax) credits available under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). This is a one-time other income item and we do not expect to receive this type of special income in the future.

For the year ended December 31, 2024, we incurred impairment of goodwill and intangible assets of $0, compared to $1,912,559 for the year ended December 31, 2023. The impairment was due to the charges necessary to write down such asset to fair value as of December 31, 2023. Contributing factors resulting in the impairment charge include changes in future year margin expectations were primarily driven by sustained increases in supply chain costs, expectations for lower or static pricing to maintain a competitive positioning, and expectations for increased marketing investment, primarily in response to increased competition, as well as customer-driven investments. Changes in expectations for lower long-term net sales growth were primarily due to sustained competition and anticipated trends in consumer preferences. Our revised expectations were based on the completion of our fourth quarter results, which were below management’s expectations, and the development of our operating plan in December 2023, along with our inventory management and tracking project which was completed during the early part of October 2023. Additionally, the Company’s share price and market capitalization, for which Champion represents a substantial portion of the Company’s operating activities, declined during 2023.

Net Loss

Net loss for the year ended December 31, ~~2024~~2025 amounted to $1734,~~604~~325,~~364~~289, resulting in a loss per share of $(~~306~~63,214.9116), compared to a net loss of $917,~~731~~604,~~701~~364 for the year ended December 31, ~~2023~~2024, resulting in a loss per share of $(~~857~~12,276,404.0246). Net loss increased by $716,~~872~~720,~~663~~ 925 or 8195% ~~period~~year over ~~period~~year due to ~~increase~~increased ~~professional~~losses ~~fees~~on indebt ~~connection with our reaudits, lower gross margin due to current market~~extinguishment ~~conditions,~~ and ~~significant~~settlement ~~interest~~of ~~expense~~liability ~~due~~compared to ~~additional borrowings in~~ 2024.

Liquidity

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company is in the growth and acquisition stage and, accordingly, will have to raise capital to complete acquisitions and successfully integrate acquired companies. Since inception, ~~the~~ the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses ~~related~~ related to developing products and market identity, obtaining inventory and preparing for public product launch. As a result, the Company incurred net losses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 of ($1734,~~604~~325,~~364~~289) and ($917,~~731~~604,~~701~~364), respectively. The Company’s accumulated deficit was ($6599,~~086~~411,~~200~~489) as of December 31, ~~2024,~~2025 and ($4765,~~481~~086,~~836~~200) as of December 31, ~~2023~~2024. The Company’s working capital deficit was $820,~~940~~321,~~228~~313 as of December 31, ~~2024~~2025, compared to a ~~surplus~~deficit of $28,~~545~~940,~~744~~226 as of December 31, ~~2023~~2024. In addition, the Company’s development activities since inception have been sustained through equity and debt financing and the deferral of payments on accounts payable and other expenses.

The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of increased operating revenues. Given recurring losses and reliance on equity and debt financing, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management believes the remaining holders of its warrants will execute their outstanding warrants generating investment capital. Management is in discussions with several investment banks and broker dealers regarding the initiation of further capital campaigns.

Management believes sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock to institutional and other financial sources. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout.

We expect to require additional funds to further develop our business plan. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will need to raise additional funds through equity or debt offerings or otherwise in order to meet our expected future liquidity requirements. Any such financing that we undertake will likely be dilutive to existing stockholders.

In addition, we expect to need additional funds to respond to business opportunities and challenges, including our ongoing operating expenses, protecting our intellectual property, developing or acquiring new lines of business and enhancing our operating infrastructure. While we may need to seek additional funding for such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We may seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines.

Critical Accounting Policies

The preparation of financial statements and related footnotes requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.

There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity to reduce the complexity of accounting for convertible debt and other equity-linked instruments. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company classified its convertible debt issued in 2024 in accordance with ASC 2020-06.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated The adoption had no material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The adoption had no material impact on our consolidated financial statements.

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. We are currently evaluating the potential impact of this guidance on our consolidated financial statements.

WeIn ~~continuously~~November ~~monitor~~2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which require public companies disclose significant segment expenses and ~~review~~other segment items on an annual and interim basis and to provide in interim periods all ~~current~~disclosures ~~accounting~~about ~~pronouncements~~a reportable segment’s profit or loss and ~~standards~~assets ~~from~~that ~~the~~are ~~FASB~~currently required annually. The guidance is effective for ~~applicability~~public toentities ~~our~~for ~~operations. As~~fiscal ofyears ~~April~~beginning 9after December 15, ~~2025~~2023, ~~there~~and ~~were~~interim noperiods within ~~other~~fiscal ~~new~~years ~~pronouncements~~beginning orafter ~~interpretations~~December ~~that~~15, ~~had~~2024. orEarly ~~were~~adoption ~~expected~~is permitted. The guidance is applied retrospectively to ~~have~~all aperiods presented ~~significant~~in the financial statements, unless it is impracticable. The adoption had no material impact on our ~~operations~~consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. The adoption had no material impact on our consolidated financial statements.

In July 2025, the FASB issued Accounting Standards Update (ASU) 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This accounting pronouncement provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when measuring credit losses. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025. The Company anticipates that adopting this accounting pronouncement will not have a material impact on its Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use-Software (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software. This accounting pronouncement improves the operability of the existing guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027. The Company is currently assessing the impact that adopting this accounting pronouncement will have on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This accounting pronouncement is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027. The Company is currently assessing the impact that adopting this accounting pronouncement will have on its future interim reporting.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This accounting pronouncement addresses suggestions received from stakeholders regarding the Accounting Standards Codification and makes other incremental improvements to GAAP that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make it easier to understand and apply. ASU 2025-12 is effective for fiscal years beginning after December 15, 2026. The Company is currently assessing the impact that adopting this accounting pronouncement will have on its Consolidated Financial Statements.

We continuously monitor and review all current accounting pronouncements and standards from the FASB for applicability to our operations. As of March 30, 2026, there were no other new pronouncements or interpretations that had or were expected to have a significant impact on our operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

4751

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AMERICAN REBEL HOLDINGS, INC.

DECEMBER 31, ~~2024~~2025

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1808)		F-1
Consolidated Financial Statements for the years ended December 31, 2024 and 2023
Consolidated Financial Statements for the years ended December 31, 2025 and 2024
Balance Sheets		F-2
Statements of Operations		F-3
Statements of Stockholders’ Equity (Deficit)		F-4
Statements of Cash Flows		F-5
Notes to the Financial Statements		F-6
Notes to the Consolidated Financial Statements		F-6

4852

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

American Rebel Holdings, Inc.

Brentwood, Tennessee

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of American Rebel Holdings, Inc. (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has missed payments on debt obligations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Debt ~~and Equity Financing~~Extinguishment

Description of the Matter

As described in Notes 79, 10 and 1114 to the consolidated financial statements, the Company ~~approved~~entered orinto ~~otherwise~~and ~~entered~~subsequently ~~into~~amended ~~various~~a loan arrangement ~~and~~with ~~equity~~Streeterville ~~arrangements~~Capital, LLC during the year ended December 31, ~~2024~~2025. ~~Such~~As ~~arrangements~~part ~~included~~of ~~new,~~the ~~amended or otherwise settled loan agreements; authorization~~amendment, ~~designation~~the ~~and~~Company ~~issuance of a new Series D Convertible Preferred Stock; issuance of common stock~~ and ~~warrants;~~the ~~and~~lender ~~a reverse~~agreed ~~split~~to ofexchange ~~its common stock. Additionally~~$1,300,000 ~~certain~~of ~~loan~~the ~~arrangements~~original ~~include~~note orfor ~~were~~a ~~otherwise~~new ~~impacted~~convertible ~~by equity securities~~note.

We identified the accounting for this debt ~~and~~amendment ~~equity financing activities for the aforementioned topics~~ as a critical audit matter. Specifically, the evaluation of the appropriate accounting treatment is complex and ~~involves~~required consideration of ~~liability~~whether orthe ~~equity~~transaction ~~presentation,~~should ~~identifying embedded~~be ~~features,~~accounted ~~determining~~for ~~whether~~as ~~any~~a ~~embedded~~modification ~~features~~or ~~require~~an ~~bifurcation~~extinguishment under orASC ~~otherwise~~470-50. ~~separate~~This ~~accounting,~~analysis involved assessing the ~~implications~~ expected cash flows of ~~reverse~~the ~~stock~~original ~~splits~~and onamended ~~conversion~~debt ~~features~~instruments and ~~determining~~estimating the fair value of the ~~gain~~consideration (issued in determining the loss) on ~~debt settlements~~extinguishment. Auditing these elements involved complex, challenging and subjective auditor judgments.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included:

● ~~Obtained~~Recalculating ~~and~~the ~~reviewed~~difference ~~loan~~in ~~agreements~~projected ~~entered~~cash ~~into~~flows orbetween ~~otherwise~~the ~~amended~~original ~~during 2024~~ and ~~the~~modified ~~new~~debt ~~Series~~instruments ~~D Convertible Preferred Stock~~ to ~~identify~~determine ~~the~~whether ~~terms, conditions and features in~~ the ~~arrangements.~~modifications ●were ~~Evaluated~~substantial ~~embedded features for bifurcation or otherwise separate accounting~~ in ~~relation~~accordance towith ~~the~~ASC ~~appropriate accounting guidance~~470-50. ● ~~Evaluated~~Testing the accuracy of the ~~Company’s determination and~~ calculation of the gain (loss) on debt ~~extinguishments~~extinguishment. ● ~~Evaluated~~Evaluating the ~~implications~~estimated fair value of the ~~reverse~~equity ~~stock~~consideration, ~~split~~including onwarrants, ~~the~~by ~~Company’s~~assessing ~~debt~~the ~~and~~reasonableness ~~equity~~of ~~arrangements,~~key ~~with~~assumptions ~~emphasis~~used onin ~~share~~the Black-~~based~~Scholes-Merton ~~payment awards~~model.

/s/ GBQ Partners LLC

We have served as the Company’s auditor since 2024.

Columbus, Ohio

~~April~~March 931, ~~2025~~2026

F-1

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	~~287~~147,~~546~~586		$	1287,~~077,028~~546
Accounts receivable, net		1949,~~170,944~~515			21,~~674~~170,~~540~~944
Prepaid expense		~~311~~1,~~878~~792,567			67311,~~322~~878
Inventory		4,555,311			5,574,371
Inventory, net		2,755,320			4,555,311
Inventory deposits		-			21,968
Total Current Assets		5,644,988			6,325,679
Total current assets		6,325,679			9,415,229
Property and Equipment, net		14,345,741			274,216
Property and Equipment, net		274,216			360,495
OTHER ASSETS:
Lease deposits and other		47,107			25,360
Restricted cash (Note 9)		2,624,501			-
Right-of-use lease assets		2,909,213			1,244,496
Lease deposits and other		59,730			47,107
Intangible assets, net		450,000			500,000
Investments		6,499,851			-
Total Other Assets		3,406,320			1,769,856
Right-of-use lease assets, net		2,248,784			2,909,213
TOTAL ASSETS	$	10,006,215		$	11,545,580
Intangible assets, net		400,000			450,000
Total Other Assets		11,832,866			3,406,320
TOTAL ASSETS	$	31,823,595		$	10,006,215
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable and other payables	$	3,~~193~~502,~~022~~362		$	23,~~041~~193,~~370~~022
Accrued expense and other		2722,~~086,080~~324			~~669~~2,~~610~~086,080
Accrued interest		1554,~~259,922~~375			131,~~500~~259,922
Deferred revenue		~~286~~369,~~716~~607			-286,716
Loan – Officers – related party		~~447~~3,~~716~~800			74447,~~664~~716
Loans – Working capital, net		419,~~938~~616,~~465~~386			14,~~944~~938,~~410~~465
Loan – Director – related party		400,000			-400,000
Line of credit		1,992,129			1,456,929
Loan		400,000			400,000
Right-of-use lease liability, current		661,857			669,002
Line of credit		-			1,992,129
Total Current Liabilities		15,265,907			6,869,485
Right-of-use lease liability, current		797,447			661,857
Right-of-use lease liability, long-term		2,372,190			602,278
Total Current Liabilities		25,966,301			15,265,907
TOTAL LIABILITIES		17,638,097			7,471,763
Right-of-use lease liability, long-term		1,475,523			2,372,190
TOTAL LIABILITIES		27,441,824			17,638,097
STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 398,256, and 200,000 issued and outstanding, respectively at December 31, 2024 and 2023, respectively, comprised of Preferred Shares A, B, and D		-			-
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 1,521,701 and 398,256 issued and outstanding, at December 31, 2025 and 2024, respectively, comprised of Preferred Shares A, B, D and E
Preferred Shares A		125			125
Preferred - Series A		123			125
Preferred Shares B		75			75
Preferred - Series B		75			75
Preferred Shares D		198			-
Preferred - Series C		-			-
Preferred Shares
Preferred - Series D		1,321			198
Common Stock, $0.001 par value; 600,000,000 shares authorized; 76,516, and 26,133 issued and outstanding, respectively at December 31, 2024 and 2023, respectively		77			26
Preferred - Series E		2			-
Additional paid in capital		57,453,843			51,555,427
Preferred Shares, value		2			-
Accumulated deficit		(65,086,200	)		(47,481,836	)
Common stock, $0.001 par value; 600,000,000 shares authorized; 3,362 and 2 issued and outstanding at December 31, 2025 and 2024, respectively		3			-
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(7,631,882	)		4,073,817
Additional paid in capital		103,791,736			57,453,920
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	10,006,215		$	11,545,580
Accumulated deficit		(99,411,489	)		(65,086,200	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		4,381,771			(7,631,882	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	31,823,595		$	10,006,215

See Notes to Consolidated Financial Statements.

F-2

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	December 31, 2024			December 31, 2023
	2025			2024
	For the Year Ended
	For the Years Ended December 31,
	December 31, 2024			December 31, 2023
	2025			2024
Revenue	$	119,~~420~~522,~~268~~109		$	1511,~~998~~420,~~196~~268
Cost of goods sold		119,~~539~~719,~~905~~861			1411,~~199~~539,~~260~~905
Gross margin		(~~119~~197,~~637~~752	)		1(119,~~798,936~~637	)
Expenses:
Consulting/payroll and other costs		23,~~039~~246,~~777~~972			32,~~598~~039,~~839~~777
Compensation expense – officers – related party		-			518,107
Compensation expense – officers – deferred comp – related party		531,251			656,250
Compensation expense – officers – deferred comp – related party		656,250			812,500
Rental expense, warehousing, outlet expense		179,596			468,739
Rental expense, warehousing, outlet expense		468,739			871,032
Product development costs		78,640			385,800
Product development costs		385,800			132,528
Marketing and brand development costs		4,633,182			2,354,809
Marketing and brand development costs		2,354,809			1,318,890
Administrative and other		5,646,121			6,049,555
Administrative and other		6,049,555			3,207,806
Depreciation and amortization expense		248,913			145,548
Depreciation and amortization expense		145,548			104,229
Total operating expenses		14,564,675			12,100,478
Total operating expenses		12,100,478			10,563,931
Operating loss		(14,762,427	)		(12,220,115	)
Operating loss		(12,220,115	)		(8,764,995	)
Other Income (Expense)
Interest expense		(32,~~969~~527,~~485~~342	)		(~~363~~3,~~567~~969,485	)
Interest income		1,~~364~~590			31,~~780~~364
Employee retention credit funds, net of costs to collect		-			1,113,337
Gain/(loss) on sale of equipment		-			6,179
Gain/(loss) on sale of equipment		6,179			1,900
Other income		14,267			-
Impairment adjustment – goodwill and intangible assets		-			(1,912,559	)
Loss on debt extinguishment		(13,965,771	)		(1,422,307	)
Loss on debt extinguishment		(1,422,307	)		-
Remeasurement and loss on settlement of liabilities		(3,085,606	)		-
Gain on settlement of liability		-			190,403
Net income (loss) before income tax provision		(34,325,289	)		(17,604,364	)
Net loss before income tax provision		(17,604,364	)		(9,731,701	)
Provision for income tax		-			-
Net loss		(17,604,364	)		(9,731,701	)
Net income (loss)	$	(34,325,289	)	$	(17,604,364	)
Basic and diluted loss per share		(306.91	)		(857.02	)
Basic and diluted income (loss) per share	$	(63,214.16	)	$	(12,276,404.46	)
Weighted average common shares outstanding - basic and diluted		~~57,360~~543			~~11,355~~1

See Notes to Consolidated Financial Statements.

F-3

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

	Common Stock		Common Stock Amount		Preferred Stock			Preferred Stock Amount			Additional Paid-in Capital			Accumulated Deficit			Total
Balance - December 31, 2023		26,133	$	26		200,000		$	200		$	51,555,427		$	(47,481,836	)	$	4,073,817
For the Year Ended December 31, 2025
Balance - December 31, 2024		2	$	-		398,256		$	398		$	57,453,920		$	(65,086,200	)	$	(7,631,882	)
Series A compensation expense		-		-		-			-			531,251			-			531,251
Conversion of Series A preferred stock to common stock		18		-		(1,606	)		(2	)		1,399			-			1,397
Exercise of warrants		33		-		-			-			11,970			-			11,970
Issuance of Series D preferred stock and common Stock for liabilities settlement		255		-		477,385			477			10,056,837			-			10,057,315
Issuance of common stock and Series D preferred stock for consulting services		13		-		29,667			30			592,470			-			592,499
Issuance of common stock in private placement		12		-		-			-			2,500,000			-			2,500,000
Issuance of common stock in connection with consulting and financing arrangement		-		-		-			-			2,205			-			2,205
Conversion of Series D preferred Stock to common stock		783		1		(523,116	)		(523	)		522			-			-
Conversion of notes payable into common stock		194		-		-			-			21,060,691			-			21,060,691
Common stock and warrants issued for minority interest investment		21		-		-			-			1,999,850			-			1,999,851
Series E preferred stock issued in connection with Damon Note		-		-		2,000			2			1,999,998			-			2,000,000
Series D preferred stock issued for asset acquisition		-		-		632,134			632			4,738,548			-			4,739,180
Issuance of common stock and Series D preferred stock for services to be performed		-		-		167,688			168			1,257,340						1,257,508
Issuance of Series D preferred stock		-		-		339,293			339			2,188,417			-			2,188,756
Offering costs		-		-		-			-			(607,748	)		-			(607,748	)
Effect of reverse stock split round lot shares		2,031		2		-			-			4,064			-			4,066
Net loss		-		-		-			-			-			(34,325,289	)		(34,325,289	)
Balance - December 31, 2025		3,362	$	3		1,521,701		$	1,521		$	103,791,736		$	(99,411,489	)	$	4,381,771
For the Year Ended December 31, 2024
Balance - December 31, 2023		1	$	-		200,000		$	200		$	51,555,452		$	(47,481,836	)	$	4,073,816
Balance		1	$	-		200,000		$	200		$	51,555,452		$	(47,481,836	)	$	4,073,816
Series A compensation expense		-		-		-			-			656,250			-			656,250
Issuance of Series D Preferred Stock for liabilities settlement		-		-		312,412			312			2,167,814			-			2,168,126
Issuance of Series D preferred stock for liabilities settlement		-		-		312,412			312			2,167,814			-			2,168,126
Issuance of Series D Preferred Stock		-		-		31,500			32			433,576			-			433,608
Issuance of Series D preferred stock		-		-		31,500			32			433,576			-			433,608
Issuance of Common Stock for liabilities settlement		11,130		11		-			-			875,640			-			875,651
Issuance of common stock for liabilities settlement		-		-		-			-			875,652			-			875,652
Issuance of Common Stock		2,543		3		-			-			143,715			-			143,718
Issuance of common stock		-		-		-			-			143,717			-			143,717
Issuance of warrants		-		-		-			-			1,411,607			-			1,411,607
Issuance of warrants for liabilities settlement		-		-		-			-			1,411,607			-			1,411,607
Conversion of Series A Preferred Stock into Common Stock		3,760		4		(188	)		(0	)		-			-			4
Conversion of Series A preferred stock into common stock		-		-		(188	)		-			4			-			4
Conversion of Series D Preferred Stock into Common Stock		12,347		12		(145,468	)		(145	)		-			-			(133	)
Conversion of Series D preferred stock into common stock		1		-		(145,468	)		(145	)		13			-			(132	)
Exercise of pre-funded warrants into Common Stock		8,033		8		-			-			-			-			8
Exercise of pre-funded warrants into common stock		-		-		-			-			8			-			8
Conversion of notes payable into Common Stock		4,750		5		-			-			209,814			-			209,819
Conversion of notes payable into common stock		-		-		-			-			209,819			-			209,819
Effect of reverse stock split round lot shares		~~7,819~~-		8-		-			-			-8			-			8
Net loss		-		-		-			-			-			(17,604,364	)		(17,604,364	)
Balance - December 31, 2024		~~76,516~~2	$	77-		398,256		$	398		$	57,453,~~843~~920		$	(65,086,200	)	$	(7,631,882	)
Balance		2	$	-		398,256		$	398		$	57,453,920		$	(65,086,200	)	$	(7,631,882	)

	Common Stock		Common Stock Amount		Preferred Stock		Preferred Stock Amount		Additional Paid-in Capital			Accumulated Deficit			Total
Balance – December 31, 2022		3,010		3		175,000		175		45,412,488			(37,750,135	)		7,662,531
Balance		3,010		3		175,000		175		45,412,488			(37,750,135	)		7,662,531
Sale of common stock, net		318		0		-		-		312,452			-			312,452
Sale of 615,000 pre-funded common stock warrants $4.36 per share, exercise price of $0.01		-		-		-		-		2,681,400			-			2,681,400
Prefunded common stock warrant offering costs and fee		-		-		-		-		(529,324	)		-			(529,324	)
Effect of reverse stock split round lot shares		6,637		7		-		-		(7	)		-			-
Warrant inducement and exercise of 2,988,687 repriced common stock warrants at $1.10 per share		13,283		13		-		-		3,287,543			-			3,287,556
Warrant inducement offering costs and fees		-		-		-		-		(453,756	)					(453,756	)
Exercise of prefunded common stock warrants at $0.01 per share		2,733		3		-		-		6,147			-			6,150
Common stock issued as compensation at a price of $0.78 per share		17		0		-		-		2,904						2,904
Common stock issued as compensation pursuant to LTIP - three related parties at a price of $0.78 per share		28		0		-		-		4,984						4,984
Common stock issued as compensation to independent members of the board of directors - related parties at a price of $0.75 per share		107		0		-		-		18,096						18,096
Series A preferred stock issued as compensation pursuant to an employment agreement - related party, issued at par value or $0.001 per share		-		-		25,000		25		-						25
Common stock equivalents from Series A Preferred stock issued as compensation pursuant to an employment agreement; convertible into 12,500,000 shares of common stock, 3,125,000 immediate vesting - related party		-		-		-		-		812,500						812,500
Net loss		-		-		-		-		-			(9,731,701	)		(9,731,701	)
Balance – December 31, 2023		26,133	$	26		200,000	$	200		51,555,427		$	(47,481,836	)	$	4,073,817
Balance		26,133	$	26		200,000	$	200		51,555,427		$	(47,481,836	)	$	4,073,817

See Notes to Consolidated Financial Statements.

See Notes to Financial Statements.

F-4

AMERICAN REBEL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	December 31, 2024			December 31, 2023
	2025			2024
	For the Years Ended
	For the Years Ended December 31,
	December 31, 2024			December 31, 2023
	2025			2024
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(1734,~~604~~325,~~364~~289	)	$	(917,~~731~~604,~~701~~364	)
Depreciation and amortization		~~239~~248,~~777~~913			~~104~~239,~~230~~777
Non-cash, in-kind interest settled		~~518~~989,~~928~~641			-518,928
Gain on disposition of property		~~(6,179~~-	)		(16,~~900~~179	)
Compensation paid through issuance of common stock		-			21,332
Deferred compensation in connection with Series A preferred shares		531,251			656,250
Compensation paid through issuance of common stock – related parties		656,250			812,500
Loss on debt extinguishment		13,965,771			1,422,307
Goodwill and intangible assets impairment		-			1,912,559
Loss on settlement of liability		3,085,606
Loss on debt extinguishment		1,422,307
Gain on settlement of liability		-			(190,403	)
Adjustments to reconcile net loss to cash (used in) operating activities:
Accounts receivable		1221,~~503,596~~429			(1,~~302~~503,~~306~~596	)
Prepaid expense and other		~~(244~~371,~~556~~326	)		69(244,~~856~~556	)
Inventory		1,~~019~~799,~~060~~991			1,~~446~~019,~~401~~060
Inventory deposits		~~21,968~~-			9521,~~583~~968
Lease deposits and other		(2112,~~747~~623	)		(721,~~328~~747	)
Accounts payable		27,~~428~~281,~~978~~079			~~(217~~2,~~085~~428,978	)
Accrued expenses		(1,~~416~~363,~~470~~756	)		~~284~~1,~~298~~416,470
Accrued interest		~~1,246,422~~-			~~(108~~1,~~419~~246,422	)
Deferred revenue		~~286~~82,~~716~~891			-286,716
Other assets and liabilities		-			(188,458	)
Right-of-use lease liabilities		(100,648	)		98,050
Right-of-use lease liabilities		98,050			(30,100	)
Net Cash (Used in) Operating Activities		(7,224,418	)		(7,018,324	)
Net Cash used in Operating Activities		(7,018,324	)		(7,030,941	)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Champion Entities		-			(325,000	)
Purchases of property and equipment		(329,435	)		(3,090	)
Purchase of property and equipment		(3,090	)		(6,300	)
Net Cash Provided by Investing Activities		(329,435	)		(3,090	)
Net Cash (Used in) Investing Activities		(3,090	)		(331,300	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sale of common and preferred stock, net of offering costs		-			312,405
Offering costs paid		(607,748	)		-
Proceeds from sale of warrant inducement, net of offering costs		-			2,830,811
Proceeds from line of credit		-			535,200
Proceeds from sale of common stock and prefunded warrants, net of offering costs		-			2,160,404
Payments on loans - officer - related party		-			373,052
Proceeds from exercise of prefunded warrants		-			5,535
Proceeds from loans - director - related party		-			400,000
Proceeds from line of credit		535,200			1,456,929
Proceeds from working capital loans, net		8,852,480			6,698,943
Proceeds from loans - officer - related party		373,052			45,332
Repayments of working capital loans, net		(846,975	)		(1,876,888	)
Proceeds from loans - director - related party		400,000			-
Origination fees paid		(73,600	)		(134,625	)
Proceeds from issuance of Series D preferred stock		236,250			-
Payments on line of credit		(1,992,129	)		-
Repayments of working capital loans, net		(1,876,888	)		-
Proceeds from issuance of Series D preferred stock		2,188,417			236,250
Origination fees		(134,625	)
Proceeds from issuance of Common stock		2,517,949			-
Proceeds from working capital loans, net		6,698,943			1,341,767
Net Cash Provided by Financing Activities		10,038,394			6,231,932
Net Cash Provided by Financing Activities		6,231,932			8,153,183
CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH		2,484,541			(789,482	)
CHANGE IN CASH		(789,482	)		790,942
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF YEAR		287,546			1,077,028
CASH AT BEGINNING OF PERIOD		1,077,028			286,086
CASH AND CASH EQUIVALENTS AT END OF YEAR		147,586			287,546
CASH AT END OF PERIOD		287,546			1,077,028
RESTRICTED CASH AT END OF YEAR		2,624,501			-
TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF YEAR	$	2,772,087		$	287,546
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	~~295~~478,~~053~~589		$	~~415~~295,~~472~~053
Income taxes		-			-
Non-cash operating activities:
Prepaid expenses paid for with issuance of Company stock		1,677,835			-
Liabilities settled with issuance of Company stock		6,245,263			-
Non-cash investing activities:
Investments purchased with Company stock		8,734,000			-
Non-cash financing activities:
Debt converted to Company stock	$	6,012,309		$	-

See Notes to Consolidated Financial Statements.

F-5

AMERICAN REBEL HOLDINGS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND 2024

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

~~The~~American Rebel Holdings, Inc. (“the Company”) was incorporated on December 15, 2014, under the laws of the State of Nevada, as CubeScape, Inc. Effective January 5, 2017, the Company amended its articles of incorporation and changed its name to American Rebel Holdings, Inc. On June 19, 2017, the Company completed a business combination with its majority stockholder, American Rebel, Inc. As a result, American Rebel, Inc. became a wholly- owned subsidiary of the Company.

Nature of Operations

The Company develops and sells branded products in the self-defense, safe storage and other patriotic product areas using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well as e-commerce and television. The Company’s products are marketed under the American Rebel Brand and are proudly imprinted with such branding. Through its “Champion Entities” (which consists of Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, and Champion Safe De Mexico, S.A. de C.V.), the Company promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms. The Company sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands as well as the American Rebel Brand. On August 9, 2023, the Company entered into a Master Brewing Agreement (the “Brewing Agreement”) with Associated Brewing Company, a Minnesota limited liability company (“Associated Brewing”). Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being the American Rebel Light Beer (“American Rebel Beer”). We established American Rebel Beverages, LLC as a wholly- owned subsidiary to hold our licenses with respect to the beer business. American Rebel Beer launched in 2024. In June of 2025 formed, ARH Sub, LLC, a Utah limited liability company (“ARH Sub”) to facilitate the Streeterville Capital Note (see Note 6). In September of 2025, the Company entered into an agreement for the acquisition of 100% of the membership interests of 218 LLC (“ARH Properties”), a limited liability company whose sole asset is a 20,829 square foot, four-story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, ~~and~~ the Champion Entities, and ARH Sub, LLC, and ARH Properties. All significant intercompany accounts and transactions have been eliminated.

As discussed further in Note 1013, the Company effected a series of reverse stock splits. Common shares and related earnings per share in the accompanying consolidated financial statements have been adjusted to reflect the effect of the reverse stock splits.

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

F-6

Cash and Cash Equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Restricted Cash

Restricted cash consists of cash balances that are legally or contractually restricted as to withdrawal or use. Such restrictions may arise from contractual agreements, regulatory requirements, or other legal restrictions that limit the Company’s ability to use the funds for general operating purposes. Restricted cash is presented separately from cash and cash equivalents in the consolidated balance sheets.

Inventory and Inventory Deposits

Finished goods inventory primarily consists of backpacks, jackets, and related accessories, safes, and packaged beer available for sale. Raw materials primarily consists of component parts used in the assembly of safes and packaging materials. Apart from safes, the Company’s finished goods are manufactured or otherwise produced by outside parties to the Company’s specifications. Inventory is carried at the lower of cost (First-in, First-out Method) or net realizable value. The Company determines an estimate for the reserve of slow moving or obsolete inventories by regularly evaluating individual inventory levels, projected sales and current economic conditions. From time-to-time, the Company makes deposit payments on certain inventory purchases that are presented separately in the accompanying consolidated financial statements as inventory deposits until the goods are received into inventory.

F-6

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Additions and improvements are capitalized while ordinary maintenance and repair expenditures are charged to expense as incurred. Depreciation is recorded using the straight-line method over the estimated useful life of the related asset,. ~~which~~Estimated ~~ranges~~useful ~~from~~lives ~~five~~are toas ~~fifteen years.~~follows:

Asset Class		Useful Life
Buildings and improvements		5 – 39 years
Machinery and equipment		5 – 10 years
Office Furniture and fixtures		10 years
Vehicles		5 – 8 years

Revenue Recognition and Accounts Receivable

In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.

These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Additionally, the Company offers extended warranties for the locking mechanism of its safes, which are separately purchased by customers. Warranty income is recognized over time based on the estimated useful life of the locks, which approximates 10 years. Unrecognized warranty income is presented as deferred revenue in the accompanying consolidated financial statements. Warranty income recognized was not significant for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

The carrying amount of accounts receivable is reduced by an allowance for bad debts and expected credit losses, as necessary, that ~~reflects~~ reflects management’s best estimate of the amount that will not be collected. This estimation takes into consideration historical experience, current conditions and, as applicable, reasonable supportable forecasts. Actual results could vary from the estimate. Accounts are charged against the allowance when management deems them to be uncollectible. The allowance for doubtful accounts was approximately $~~315~~270,000 and $~~150~~315,000 at December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Net accounts receivable was $949,515, $1,170,944, and $2,674,540 ~~and $1,372,234~~ at December 31, ~~2024~~2025, ~~2023~~2024 and January 1, ~~2023~~2024, respectively.

F-7

The following table sets forth the approximate percentage of revenue by primary category:

SCHEDULE OF REVENUE PERCENTAGE

Percentage of revenue:	~~2024~~2025			~~2023~~2024
	For the Years Ended December 31,
Percentage of revenue:	~~2024~~2025			~~2023~~2024
Safes		9695	%		9396	%
Soft goods and other		30	%		73	%
Beverages		13	%		01	%
Rental		2	%		0	%
Total		100	%		100	%
Percentage of revenue		100	%		100	%

Deferred Revenue

Deferred revenue as of December 31, 2025 and 2024 were $369,607 and $286,716, respectively, and represent unearned warranty income sold separately to customers. Warranty income is recognized over a 10-year estimated life.

Advertising costs

Advertising costs are expensed as incurred and totaled $24,~~354~~633,~~809~~182 and $12,~~318~~354,~~890~~ 809 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

Fair Value

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~December~~ December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The respective carrying value of certain financial instruments approximated their fair values as of year-end. These financial instruments include cash, accounts receivable and accounts payable. Fair values were assumed to approximate carrying values for cash, accounts receivable and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

The three levels of inputs used to measure fair value are as follows:

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

F-7

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Stock-Based Compensation

The Company records stock-based compensation in accordance with the guidance in ASC Topic 718, which requires the Company to recognize expense related to the grant date fair value of its employee stock awards. The Company recognizes the cost of employee share-based awards over the requisite service period, which represents the vesting period of the award. Stock-based compensation primarily relates to the Company’s Series A Preferred Stock awards.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from non-employees in accordance with ASC 718-10, ~~and~~as ~~the~~amended ~~conclusions~~by ~~reached~~ASU ~~ASC 505~~2018-5007. Costs are measured at the estimated fair ~~market~~ value of the ~~consideration received or the estimated fair value of the~~ equity instruments issued~~, whichever is more reliably measurable~~. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by ~~ASC~~ASU ~~505~~2018-5007.

F-8

Earnings Per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as ~~defined~~ defined by ASC 260 - Earnings per Share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year and the effect of pre-funded warrants issued. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. Because the Company incurred net losses for each of the years presented, the effect of dilutive securities, excluding pre-funded warrants, have been excluded as the effect on EPS is antidilutive. For the years ended December 31, 2025 ~~2024~~ and ~~2023~~2024, net loss per share was $(~~306~~63,214.9116) and $(~~857~~12,276,404.0246), respectively.

Fully diluted shares outstanding is the total number of shares that the Company would theoretically have if all dilutive securities were exercised and converted into shares. Dilutive securities include options, warrants, convertible debt, preferred stock and anything else that can be converted into shares. Potential dilutive shares consist of the incremental common shares issuable upon the exercise of dilutive securities, calculated using the treasury stock method. The calculation of dilutive shares outstanding excludes out-of-the-money options (i.e., such options’ exercise prices were greater than the average market price of our common shares for the period) because their inclusion would have been antidilutive.

SCHEDULE OF EARNINGS PER SHARE

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Shares used in computation of basic earnings per share for the year ended		~~37,919~~543			~~11,355~~1
Pre-funded warrants		~~19,441~~-			-
Total denominator		~~57,360~~543			~~11,355~~1
Net income (loss)	$	(1734,~~604~~325,~~364~~289	)	$	(917,~~731~~604,~~701~~364	)
Fully diluted income (loss) per share	$	(~~306~~63,214.9116	)	$	(~~857~~12,276,404.0246	)

In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be antidilutive.

F-8

Income Taxes

The Company follows ASC Topic 740 for its recording provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expense or benefit is based on the changes in the asset or liability for each period. If available evidence suggests that it is more likely than not that some portion or the entire deferred tax asset will not be realized, a valuation allowance is required to reduce the deferred tax asset to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income tax in the period of change. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, ~~respectively,~~ no income tax expense has been recorded given significant losses incurred and resulting valuation allowance on such losses.

Deferred income tax may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by taxing authorities. As of ~~December~~ December 31, ~~2024~~2025 and ~~2023~~2024, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company. The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months and maintains sufficient net operating loss carryforwards in the event uncertain tax positions are identified. As necessary, the Company classifies tax-related penalties and net interest as income tax expense.

F-9

Leases

ASC 842 requires lessees to recognize substantially all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard excludes leases of intangible assets or inventory. The Company elected the practical expedient related to treating lease and non-lease components as a single lease component for all equipment leases as well as electing a policy exclusion permitting leases with an original lease term of less than one year to be excluded from the ROU assets and lease liabilities.

Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

Operating leases are included in operating lease Right-of-use assets and operating lease liabilities, current and non-current, on the Company’s ~~condensed~~ consolidated balance sheets. The Company had no financing leases as of and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

FThe Company leases real retail space to third parties under operating leases. The Company evaluates lease arrangements in accordance with ASC 842 to determine lease classification and recognizes lease income based on the terms of the underlying agreements. Rental income from operating leases is recognized on a straight-9line basis over the lease term when collectability of the lease payments is probable.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, including property, plant and equipment and finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable, in accordance with ASC 360 - Impairment of Long-Lived Assets. Impairment losses are recognized in the consolidated statements of operations.

Investments

The Company’s investments consist of equity interests in various entities and are accounted for based on the level of ownership interest and the Company’s ability to exercise significant influence over the investee. Investments in entities over which the Company has the ability to exercise significant influence, but does not control, are accounted for using the equity method of accounting in accordance with ASC 323 – Investments—Equity Method and Joint Ventures. Investments in equity interests for which the Company does not have the ability to exercise significant influence and that do not have readily determinable fair values are accounted for using the measurement alternative in accordance with ASC 321 – Investments—Equity Securities. Under the measurement alternative, these investments are recorded at cost, less impairment, if any, and adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. Any adjustments resulting from impairments or observable price changes are recognized in earnings.

F-10

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity to reduce the complexity of accounting for convertible debt and other equity-linked instruments. The guidance is effective for smaller reporting companies for fiscal years beginning after December 15, 2023. The Company classified its convertible debt issued in 2024 in accordance with ASC 2020-06.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. The adoption had no material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures, to improve the disclosures about public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this ASU will require the Company to disclose specified information about certain costs and expenses in the notes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

In July 2025, the FASB issued Accounting Standards Update (ASU) 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This accounting pronouncement provides all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when measuring credit losses. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and has been early adopted by the Company. The adoption had no material impact on our consolidated financial statements.

F-11

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Concentration Risk

The Company did not have any vendor or customer concentrations as of December 31, ~~2024~~2025 or ~~2023~~2024.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which ~~contemplates~~ contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability or positive cash flow from its operations. Since inception, the Company has been engaged in financing activities and executing its plan of operations and incurring costs and expenses related to to product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant ~~net~~ net losses for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 amounting to ($1734,~~604~~325,~~364~~289) and ($917,~~731~~604,~~701~~364), respectively. The Company’s accumulated deficit was ($6599,~~086~~411,~~200~~489) as of December 31, ~~2024~~2025 and ($4765,~~481~~086,~~836~~200) as of December 31, ~~2023~~2024. The Company’s working capital deficit was $8(20,~~940~~321,~~228~~313) as of December 31, ~~2024~~2025 and ~~a surplus of~~ $2(8,~~545~~940,~~744~~226) as of December 31, ~~2023~~2024. Additionally, the Company has missed contractual payments on certain financing arrangements subsequent to December 31, ~~2024~~2025. ~~Lastly~~On February 4, 2026, the Company received a written notice (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq staff (the “Staff”) determined that the Company’s common stock failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days, in violation of Nasdaq Listing Rule 5550(a)(2) (the “Rule”). As a result of non-compliance with the Rule, the Staff determined to delist the Company’s securities (common stock (“AREB”) and publicly traded warrants (“AREBW”)) from The Nasdaq Capital Market at the opening of business on February 13, 2026, unless the Company was to request an appeal of the determination by February 11, 2026. The Company is not in compliance with the Nasdaq listing requirements and is in the process of remediating.

The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of significant operating revenues and profitability.

Management believes that sufficient funding can be secured through the obtaining of loans, as well as future offerings of its preferred and common stock. However, no assurance can be given that the Company will obtain this additional working capital, or if obtained, that such funding will not cause substantial dilution to its existing stockholders. If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay some of its business objectives and efforts. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 - INVENTORY

Inventory includes the following:

SCHEDULE OF INVENTORY ~~AND DEPOSITS~~

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Raw materials	$	1,~~966~~560,~~395~~050		$	21,~~152~~966,~~823~~395
Finished goods		21,~~870~~664,~~781~~640			32,~~644~~870,~~143~~781
Less reserve for excess and obsolete inventory		(~~281~~469,~~865~~370	)		(~~222~~281,~~595~~865	)
Total Inventory, net	$	42,~~555~~755,~~311~~320		$	54,~~574~~555,~~371~~311

F-12

The Company accounts for excess and obsolete inventory with a reserve that is established based on management’s estimates of the net realizable value of the related products. These reserves are product specific and are based upon analyses of product lines that are slow moving or expected to become obsolete due to significant product enhancements.

~~F-10~~Included in finished goods is approximately $291,000 and $162,000 in finished products related to our American Rebel branded beer lager as of December 31, 2025 and 2024, respectively. This inventory is immediately available to the consumer and for distribution. For the years ended December 31, 2025 and 2024, the Company wrote off approximately $1,000 and $180,000, respectively, of beer lager inventory, the latter which corresponded to the initial brew of the product.

~~Included~~When ininventory ~~finished goods~~ is ~~approximately~~physically ~~$162~~disposed of,~~000~~ ~~in finished~~the ~~products~~Company ~~related~~accounts for the write-offs by making a debit to ~~our~~the ~~American~~reserve ~~Rebel~~and ~~branded~~a ~~beer~~credit ~~lager~~to asinventory for the standard cost of ~~December~~the ~~31,~~inventory ~~2024~~item. ~~This~~The ~~inventory~~valuation reserve is ~~immediately~~applied ~~available to~~as ~~the~~an ~~consumer~~estimate ~~and~~to ~~for~~specific ~~distribution~~product lines. AsSince the ~~beer~~inventory item ~~product~~retains ~~line~~its ~~commended~~standard ~~during~~cost ~~2024,~~until noit ~~such~~is ~~inventory~~either ~~existed~~sold asor ofwritten ~~December 31~~off, ~~2023.~~ ~~For~~ the ~~year~~reserve ~~ended~~estimates ~~December~~will ~~31,~~differ ~~2024,~~from the actual write-off. The Company wrote -off approximately $~~180~~247,000 of ~~beer~~and ~~lager~~$0 of inventory, ~~which~~during ~~corresponded~~the toyears ~~the~~ended ~~initial~~December ~~brew~~31, of2025 ~~the~~and ~~product~~2024, respectively.

~~When~~NOTE ~~inventory~~4 is– ~~physically~~PREPAID disposed of, the Company accounts for the write-offs by making a debit to the reserve and a credit to inventory for the standard cost of the inventory item. The valuation reserve is applied as an estimate to specific product lines. Since the inventory item retains its standard cost until it is either sold or written off, the reserve estimates will differ from the actual write-off. There were no other material write-offs or inventory reserves during the years ended December 31, 2024 and 2023 other than what is described above with respect to our branded beer lager.EXPENSE

~~NOTE~~Prepaid 4expenses –include ~~PROPERTY~~the ~~AND EQUIPMENT~~following:

SCHEDULE OF PREPAID EXPENSES

	December 31, 2025		December 31, 2024
Tony Stewart racing	$	1,006,008	$	-
MZ Digital		35,000		-
FMW Media Works		311,111		-
Hudson Consulting		325,716		87,480
Other		114,732		224,398
Total prepaid expense	$	1,792,567	$	311,878

Prepaid expenses represent payments or stock issuances made by the Company for which the related benefits will be recognized in future periods. These amounts are expensed over the periods in which the benefits are expected to be realized. Prepaid expenses are classified as current assets on the consolidated balance sheets. During the year ended December 31, 2025 and 2024, the Company paid $1,677,835 and $87,480, respectively, in prepaids with the issuance of Company stock.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment include the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Plant, property and equipment	$	351,590		$	353,885
Property and equipment	$	611,954		$	351,590
Vehicles		413,555			435,153
Building and leasehold improvements		12,458,107			-
Property and equipment gross		765,145			789,038
Land		1,524,800			-
Less: Accumulated depreciation		(490,929	)		(428,543	)
Vehicles		439,555			413,555
Net property and equipment	$	274,216		$	360,495
Gross property and equipment		15,034,416			765,145
Less: Accumulated depreciation		(688,675	)		(490,929	)
Net property and equipment	$	14,345,741		$	274,216

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we recognized $95198,~~547~~ 913 and $~~104~~95,~~229~~547 in depreciation expense, respectively.

~~NOTE 5 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS~~F-13

NOTE 6 – INVESTMENTS

218 LLC

On September 15, 2025, the Company entered into an agreement for the acquisition of 100% of the membership interests of 218 LLC, a limited liability company whose sole asset is a 20,829 square foot, four-story commercial retail building located at 218 3rd Avenue North, Nashville, Tennessee (the “Property”). The total purchase price for the acquisition was $14,100,000, payable in a combination of Series D Convertible Preferred Stock, cash, and a promissory note. The Property is presented within Property and Equipment, net in the accompanying consolidated balance sheets. Rental income earned from the Property was approximately $155,000 and $0 for the year ended December 31, 2025 and 2024, respectively.

Pursuant to the Membership Interest Purchase Agreement, the Company issued 280,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share ($2,100,000 in aggregate), to acquire 100% of the membership interests of 218 LLC. The Company also agreed to pay the Seller $300,000 in three non-refundable $100,000 installments, each payment acquiring an additional 1% of the membership interests. The remaining $11,700,000 of the purchase price was funded through a 12-month promissory note bearing interest at 6% per annum. The Seller may, from time to time, convert portions of principal and interest under the note into Series D Convertible Preferred Stock, which may subsequently be converted into common stock and applied toward the note balance, subject to a 4.99% beneficial ownership limitation. Any conversion of the promissory note balance would result in additional membership interests in 218 LLC being issued to the Company.

The Company also agreed to issue an additional 18,800 shares of Series D Convertible Preferred Stock, valued at $141,000, as a convenience fee. The acquisition was accounted for as an asset acquisition. The assets acquired are presented within property and equipment in the consolidated balance sheet.

Minority Investment in RAEK Data, LLC

On September 30, 2025, the Company entered into a Membership Interest Purchase Agreement with RAEK Data, LLC (“RAEK”) to acquire a 3% minority membership interest in RAEK. As consideration, the Company issued 200,000 shares of Series D Convertible Preferred Stock, valued at $7.50 per share, for an aggregate transaction value of $1,500,000. The investment provides the Company with additional exposure to data and analytics capabilities supporting its brand and marketing strategy.

On December 26, 2025, the Company exercised its option to purchase additional membership interests of RAEK pursuant to Section 1.06 of that certain Minority Membership Interest Purchase Agreement. The Company purchased from RAEK additional membership interests in RAEK equal to a fully diluted ownership interest percentage of two percent (2.0%) (the “Additional Interests”). The purchase price for the Additional Interests was $1,000,000 (the “Option Purchase Price”). The Company paid the Option Purchase Price in shares of its Series D Convertible Preferred Stock, with a stated value of $7.50 per share. Based on such stated value, the Company delivered 133,334 shares of Series D Preferred (aggregate stated value $1,000,005), the additional $5.00 shall be documented as an administrative fee for the transaction.

The investment in RAEK is accounted for using the measurement alternative basis of accounting. As of December 31, 2025 and December 31, 2024, the Company had an equity method investment in RAEK of $2,500,000 and $0, respectively, recorded on the condensed consolidated balance sheets. In accordance with ASC 323, the Company uses the equity method of accounting for its investments in an unconsolidated entity over which it does not have a controlling interest. The measurement alternative basis of accounting requires the investment to be initially recorded at cost and subsequently adjusted for impairment or observable changes in price. For the year ended December 31, 2025, no such adjustments were recognized.

Minority Investment in Schmitty’s Herbal Snuff and Pouches

On September 2, 2025, the Company entered into a Membership Interest Purchase Agreement with Sydona Enterprises, LLC, doing business as Schmitty’s Herbal Snuff and Pouches (“Schmitty’s”), to acquire a 19.01% ownership interest. The consideration for the investment consisted of 11 shares of common stock and a prefunded warrant to purchase 30 shares of common stock at an exercise price of $0.01 per share, valued in total at approximately $1,990,000. This strategic investment provides the Company with a platform to participate in the growing smokeless market and expand its portfolio under the “America’s Patriotic Brand” umbrella.

The investment in Schmitty’s is accounted for using the equity method of accounting. As of December 31, 2025 and December 31, 2024 the Company had an equity method investment in Schmitty’s of $1,999,850 and $0, respectively, recorded on the consolidated balance sheets. In accordance with ASC 323, the Company uses the equity method of accounting for its investments in an unconsolidated entity over which it does not have a controlling interest and has significant influence. The equity method of accounting requires the investment to be initially recorded at cost and subsequently adjusted for the Company’s share of equity in the unconsolidated entity’s earnings or losses. The Company evaluates the carrying amount of this investment for impairment in accordance with ASC 323. If the Company determines that a loss in the value of the investment is other than temporary, the Company writes down the investment to its estimated fair value. Any such losses are recorded in the Company’s consolidated statements of operations. The Company has made an election to report on a one-quarter lag the unconsolidated entity’s earnings or losses. The Company estimated its share of share of equity in the unconsolidated entity’s earnings or losses to be immaterial for the year ended December 31, 2025.

F-14

Damon Note Purchase Agreement

On August 22, 2025, the Company entered into a note purchase agreement (the “NPA”) with Streeterville Capital, LLC, a Utah limited liability company (“Streeterville”), for the purchase by the Company of a portion of a certain $6,470,000 secured promissory note dated June 26, 2024 (the “Damon Note”) in Damon, Inc., a British Columbia corporation (“Damon”) held by Streeterville. Damon is a public company, registered as a foreign private issuer with the SEC, with its common shares traded on the OTCID Basic Market under the symbol “DMNIF”.

Upon the terms and conditions set forth in the NPA, Streeterville sold, transferred and assigned to the Company, and the Company agreed to purchase from Streeterville, $2,000,000 of the Damon Note in consideration for the issuance to Streeterville of 2,000 shares of the Company’s newly authorized Series E Preferred Stock, par value $0.001 per share. In the event the Company’s common stock is ever delisted from Nasdaq, Streeterville will have the right to repurchase the portion of the purchased Damon Note from the Company in exchange for cancellation of the shares of Series E Preferred Stock.

The Damon Note is secured by certain collateral of Damon as set forth in the transaction documents between Streeterville and Damon. The Company and Streeterville agreed that the security interest held in the collateral by Streeterville will be held pari passu for benefit of both parties. Any and all rights, benefits and proceeds of the collateral will be shared pro rata by the Company and Streeterville (based on the then-outstanding balances of the Damon Note and the portion of the Damon Note purchased by the Company). Any decision regarding when, how and whether to pursue collections or other actions against Damon will be determined by Streeterville in consultation with the Company. The Company covenanted and agreed that it will not pursue any collections or other action against Damon without Streeterville’s consent.

Investments includes the following:

SCHEDULE OF INVESTMENTS

	December 31, 2025		December 31, 2024
RAEK	$	2,500,000	$	-
Schmitty’s		1,999,851		-
Damon note		2,000,000		-
Total investments	$	6,499,851	$	-

NOTE 7 – ACCRUED EXPENSE AND OTHER

Accrued expense and other includes the following :

SCHEDULE OF ACCRUED EXPENSE AND OTHER

	December 31, 2025		December 31, 2024
Accrued officer bonus	$	213,614	$	464,580
Accrued liabilities - Champion		263,377		28,000
Accrued liabilities - Beer		60,797		-
Accrued liabilities - Properties		34,270		-
Accrued officer compensation		37,373		510,669
Tony Stewart Racing		-		434,000
Other accrued expenses		112,893		648,831
Total accrued expense and other	$	722,324	$	2,086,080

Accrued expenses represent obligations for goods and services received that have not yet been invoiced or paid as of the reporting date. These liabilities are recorded when incurred in accordance with the accrual basis of accounting and are classified as current liabilities on the consolidated balance sheets.

F-15

NOTE 8 – RELATED PARTY NOTE PAYABLE AND RELATED PARTY TRANSACTIONS

Employment Agreements

Charles A. Ross, Jr. serves as the Company’s Chief Executive Officer. Compensation for Mr. Ross was $~~341~~351,~~760~~ 329 and $~~318~~341,~~667~~ 760 plus stock awards, respectively for the ~~year~~years ended December 31, ~~2024~~2025 and ~~2023, respectively~~2024. As of December 31, ~~2024~~2025 and ~~2023~~2024, approximately $~~338~~16,000 and $~~0 in~~462,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

Doug E. Grau ~~serves~~served as the Company’s President and Interim Principal Accounting Officer through June 30, 2025. Compensation for Mr. Grau was $~~277~~130,~~680 and~~000 and $~~186~~277,~~456 plus~~680 plus stock awards, respectively, for the years ended December 31, ~~2024~~2025 and ~~2023, respectively~~2024. As of December 31, ~~2024~~2025 and ~~2023~~2024, approximately $~~203,000~~0 and $18203,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively. As of December 31, 2025 and 2024, approximately $135,000 and $0 in a related party receivable outstanding and included in current assets in the accompanying consolidated balance sheets, respectively. As of December 31, 2025, this related party receivable was a 100% reserved for in the accompanying consolidated balance sheet.

~~Both~~Effective ~~Messrs.~~July ~~Ross~~1, ~~and~~2025, ~~Grau~~Darin ~~serve~~Fielding began serving as the Company’s ~~Chief~~Interim ~~Executive~~Principal Accounting Officer. Compensation for Mr. Fielding was $232,110 and ~~President~~$181,730, respectively., ~~Compensation~~ for ~~both~~the years ended December 31, ~~Messrs~~2025 and 2024. ~~Ross~~ As of December 31, 2025 and ~~Grau~~2024, approximately ~~includes~~$75,000 aand ~~base~~$0 ~~salary~~in accrued and aunpaid ~~bonus~~compensation ~~based~~was ~~upon~~outstanding ~~certain~~and ~~performance~~included ~~measures~~in ~~approved~~accrued byexpenses and other in the ~~board~~accompanying consolidated ofbalance ~~directors.~~sheets, respectively.

Corey Lambrecht serves as the Company’s President and Chief Operating Officer. ~~Mr.~~Compensation ~~Lambrecht~~for ~~and the Company entered into an employment agreement on November 20, 2023.~~ Mr. Lambrecht’s ~~employment~~was ~~agreement provides for an initial annual base salary of~~ $~~260~~285,~~000, which~~455 ~~may~~and ~~be adjusted by the board of directors of the Company. Mr. Lambrecht at this time ceased being an independent director of the Company. Mr. Lambrecht earned approximately~~ $277,680 ~~and~~plus ~~$10,025 for his~~stock ~~services as an officer of the Company for the years ended December 31~~awards, ~~2024 and 2023,~~ respectively, ~~and $0 and $185,000 as an independent consultant~~ for the ~~Company for the~~ years ended December 31, ~~2024~~2025 and ~~2023, respectively~~2024. As of December 31, ~~2024~~2025 and ~~2023~~ 2024, approximately $~~316~~15,000 and $21316,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.

There were no new stock awards granted and issued to Messrs. Ross, Grau, Fielding and Lambrecht during ~~2024~~2025 and ~~2023 apart from Series A Preferred Stock discussed below~~2024. Additionally, the aforementioned officers advanced the Company approximately $~~737,775~~0 and $~~214~~737,~~000~~775 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively, of which approximately $~~447~~ 4,~~716~~000 and $74448,~~664 were~~000 was outstanding as of December 31, 2025 and 2024, respectively. The advances are unsecured non-interest-bearing demand notes. These officers provided these loans as short-term funding.

F-11

Series A Convertible Preferred Stock

~~The~~Per Mr. Lambrecht’s employment agreement entered into on November 20, 2023, the share-award grant is to vest 1/4th upon the signing of Mr. Lambrecht’s employment, another 1/4th on January 1, 2024, another 1/4th on January 1, 2025 and the remaining 1/4th on January 1, 2026. Mr. Lambrecht’s employment agreement has a term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. For the years ended December 31, 2025 and 2024, the Company recognized $156,250 each year in ~~connection~~compensation ~~with~~expense attributable ~~its~~to ~~employment~~the ~~agreements~~share award grant and respective earn-out. On January 1, as2026 ~~amended~~another 6,250 ~~reserved~~shares of Series A preferred stock vested for ~~the~~Mr. ~~issuance~~Lambrecht, providing for a total of 62 12,500,000 shares of ~~its~~ common stock that ~~are~~Mr. ~~convertible~~Lambrecht ~~under~~may ~~the~~convert his Series A preferred ~~stock conversion terms~~shares into.

~~Per~~ Mr. ~~Lambrecht~~ Ross’s amended employment agreement ~~entered~~had ~~into~~an oneffective date of November 20, 2023,. ~~the~~The share-award grant iswill to vest 1/~~4th upon~~5th on ~~the~~January ~~signing~~1, of2024, ~~Mr.~~another ~~Lambrecht’s~~1/5th ~~employment~~on January 1, ~~another~~2025, 1/~~4th~~ 5th on January 1, ~~2024~~2026, ~~another~~ 1/~~4th~~ 5th on January 1, ~~2025~~2027 and the remaining 1/~~4th on~~5th on January 1, ~~2026~~2028. Mr. ~~Lambrecht~~Ross’s amended employment agreement has aan effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. ~~The~~For ~~Company on November 20, 2023 for Mr. Lambrecht recognized $625,000 as a total value for~~ the ~~share-award~~years ~~grant~~ended ~~and~~December ~~$312~~31,~~500 in~~ ~~compensation~~2025 ~~expense for the 4th quarter of 2023 for the share award grant~~ and ~~the common stock equivalents underlying that share award. For the year ended December 31~~2024, ~~2024~~ the Company recognized ~~an additional~~ $~~156,~~250 ,000 each year in compensation expense attributable to the share award grant and respective earn-out. On January 1, ~~2025~~2026 ~~another 6~~an additional 10,~~250~~ 000 shares of Series A preferred stock vested for Mr. ~~Lambrecht~~Ross, providing for a total of 4115,~~667~~ 000,000 shares of common stock that Mr. ~~Lambrecht~~Ross may convert his Series A preferred shares into at any time.

Mr. ~~Ross~~Grau’s amended employment agreement had an effective date of November 20, 2023, with a termination date of July 1, 2025. The share-award grant ~~will~~originally ~~vest~~vested 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. ~~Ross~~Grau’s amended employment agreement has an effective term running from November 20, 2023 through ~~December~~June 3130, ~~2026,~~2025. aFor ~~term~~the ofyears 37ended ~~and~~December ~~½ months. On October~~ 31, ~~2023,~~2025 ~~the~~and ~~Company recognized $1~~2024,~~250,000 as~~ ~~a total value for~~ the ~~share-award~~Company ~~grant and~~ recognized $~~250~~125,000 ~~in compensation expense for the 4th quarter~~ ~~of 2023 for the share award grant~~ and ~~the common stock equivalents underlying that share award. For the year ended December 31, 2024 the Company recognized an additional~~ $250,000 in compensation expense attributable to the share award grant and respective earn-out. OnThe ~~January~~employment 1,agreement ~~2025 an~~was ~~additional~~terminated ~~10,000 shares~~on ofJuly ~~Series A preferred stock vested for Mr. Ross~~1, ~~providing for a total of 44,444 of shares of common stock that Mr~~2025. ~~Ross may convert his Series A preferred shares into at any time.~~

~~Mr. Grau’s amended employment agreement had an effective date of November 20, 2023. The share~~F-award grant will vest 1/5th on January 1, 2024, another 1/5th on January 1, 2025, 1/5th on January 1, 2026, 1/5th on January 1, 2027 and the remaining 1/5th on January 1, 2028. Mr. Grau’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. On October 31, 2023, the Company recognized $1,250,000 as a total value for the share-award grant and recognized $250,000 in compensation expense for the 4th quarter of 2023 for the share award grant and the common stock equivalents underlying that share award. For the year ended December 31, 2024 the Company recognized an additional $250,000 in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 an additional 10,000 shares of Series A preferred stock vested for Mr. Grau, providing for a total of 44,444 of shares of common stock that Mr. Grau may convert his Series A preferred shares into at any time.16

~~For~~On August ~~the~~1, ~~year~~2025, ~~ended~~Corey ~~December~~Lambrecht 31converted 350 shares of Series A preferred stock into 4 shares of common stock. Additionally, ~~2024~~on August 1, ~~188~~2025, Charles A. Ross, Jr. converted 350 shares of Series A preferred stock ~~were~~into ~~converted~~4 shares toof common stock. Further, ~~totaling~~on 3September 25,~~760~~ 2025, Corey Lambrecht converted an additional 350 shares of Series A preferred stock into 4 shares of common stock. inIn ~~the~~addition, ~~accompanying~~on ~~consolidated~~September ~~statements~~25, 2025, Charles A. Ross, Jr. converted an additional 350 shares of ~~stockholders’~~Series ~~equity~~A ~~(deficit)~~preferred stock into 4 shares of common stock.

Stock-Based Compensation

The Company, in connection with various employment and independent directors’ agreements, is required to issue shares of its common stock as payment for services performed or to be performed. The value of the shares issued is determined by the fair value of the Company’s common stock that trades on the Nasdaq Capital Market. This value on the date of grant is afforded to the Company for the recording of stock compensation to employees and other related parties or control persons and the recognition of this expense over the period in which the services were incurred or performed. Most of the Company’s agreement for stock compensation provide for ~~services~~the ~~performed~~ grant to ~~have~~be ~~been~~earned over ~~satisfied~~a byservice period from the initial grant, thereby ~~incurring~~expensing the cost ~~immediately~~over ~~from~~ the ~~grant~~service period.

Stock-based compensation is presented in accordance with the guidance of ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”). Under the provisions of ASC 718, the Company is required to estimate the fair value of share-based payment awards on the date of grant ~~using~~for which the Company generally uses an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in our statements of operations. Where the stock-based compensation is not an award, option, warrant or other common stock equivalent, the Company values the shares based on fair value with respect to its grant date and the price that investors may have been paying for the Company’s common stock on that date in its various exempt private placement offerings. Stock-based compensation expense totaled $~~656~~531,~~250~~ 251 and $~~812~~656,~~500~~250 for the years ended December 31, ~~2024~~ 2025 and ~~2023~~2024, respectively, and primarily relates to the aforementioned Series A preferred stock awards.

F-12

Taxable value of the stock-based compensation is recorded in accordance with the Internal Revenue Service’s regulations as it pertains to employees, control persons and others whereby they receive share-based payments. This may not always align with what the Company records these issuances in accordance with GAAP. There are no provisional tax agreements or gross-up provisions with respect to any of our share-based payments to these entities. The payment or withholding of taxes is strictly left to the recipient of the share-based payments, or the modification of share-based payments.

Director’s Note

On June 28, 2024, the Company entered into a short-term loan with a director, Lawrence Sinks (“Mr. Sinks”), evidenced by a promissory note in the principal amount of $400,000 (the “Director’s Note”). Proceeds from the Director’s Note ~~are to~~were be utilized solely by the Company’s wholly- owned subsidiary, American Rebel Beverages, LLC. The Director’s Note was due on ~~September~~ September 30, 2024, with a repayment amount of $520,000. As of December 31, 2025 and 2024, the note had not been repaid and remained outstanding, of which $400,000 is presented in the accompanying consolidated balance sheet within Loan – Director – related party, and the remaining $120,000 within accrued interest in the accompanying consolidated balance sheet.

~~NOTE 6 – LINE OF CREDIT – FINANCIAL INSTITUTION~~F-17

~~During~~NOTE ~~February~~9 ~~2023,~~– ~~the~~LINE ~~Company~~OF ~~entered~~CREDIT ~~into~~– aFINANCIAL $2 million master credit agreement (credit facility) with Bank of America (“LOC”). The LOC accrues interest at a rate determined by the Bloomberg Short-Term Bank Yield Index (“BSBY”) Daily Floating Rate plus 2.05 percentage points (which at December 31, 2024 and December 31, 2023 for the Company was 7.25% and 7.48%, respectively), and is secured by all the assets of the Champion Entities. The LOC originally expired February 28, 2024, and was extended to April 30, 2024. The following table shows outstanding amounts due under the LOC:INSTITUTION

During February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America (“LOC”). The LOC accrues interest at a rate determined by the Bloomberg Short-Term Bank Yield Index (“BSBY”) Daily Floating Rate plus 2.05 percentage points (which at December 31, 2024 was 7.25%) and is secured by all the assets of the Champion Entities.

On May 30, 2025, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”). Subject to the terms of the Forbearance Agreement, Bank of America has agreed to forbear, during the Forbearance Period (as defined below), from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Company’s failure to make payment on the outstanding principal amount on the Line of Credit. As a result of the uncured default, Bank of America filed a complaint against the Company on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,743, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank of America, and any other relief that the Court deemed just and proper (collectively, the “Litigation”). Subject to the terms of the Forbearance Agreement, Bank of America will abstain from pursuing its claims against the Company in the Litigation through the Forbearance Period (defined below), provided that the Company not breach any terms of the Forbearance Agreement. Further, the Company executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement. Bank of America agrees to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on June 30, 2025 (the “Forbearance Period”) on the following terms and conditions:

	●	On the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full;
	●	The Company made a principal payment in the amount of $100,000 on the execution of the Forbearance Agreement; and
	●	Should the Company fail to pay Bank of America all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement and the Forbearance Agreement by close of business on June 30, 2025, the Company may, upon an additional payment of $100,000 to Bank of America by close of business on July 1, 2025, extend the Forbearance Period for an additional 30 days through and including July 31, 2025. The Company made an additional payment of $100,000 on July 1, 2025.

On June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC (“Streeterville”) pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. The Note carries an original issue discount of $450,000 and the Company agreed to pay $20,000 to Streeterville to cover its legal fees, accounting costs, due diligence, monitoring and other transaction costs, each of which were deducted from the proceeds of the Note received by the Company. On the Closing Date, Streeterville paid $375,000 to the Company and $4,625,000 was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly-owned subsidiary, ARH Sub, to be held pursuant to the Deposit Account Control Agreement (“DACA”). On September 10, 2025, the Company entered into a global amendment to the Purchase Agreement and Note, in order to release $2,000,000 of the funds held in the DACA, which was utilized to repay the Bank of America loan. Under the terms of the Amendment, Streeterville agreed to release the $2,000,000 of the DACA held funds for the express purposes of repaying the Bank of American loan. The Company agreed to pay Streeterville a funds release fee of $1,000,000, which was added to the Note increasing the current balance due to $6,580,486. Payoff on the Bank of America loan was $1,860,955 and the remaining $139,045 was released to the Company.

The LOC originally expired February 28, 2024, and was extended to April 30, 2024. The following table shows outstanding amounts due under the LOC:

SCHEDULE OF LINE OF CREDIT

	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Line of credit from a financial institution.	$	~~1,992,129~~-	$	1,~~456~~992,~~929~~129
Total recorded as a current liability	$	~~1,992,129~~-	$	1,~~456~~992,~~929~~129

AsThe ofbalance ~~December~~at ~~31, 2024 and 2023,~~ the ~~total~~maturity ~~balance~~was ~~due~~approximately of $1~~,992,129 and $1,456,929,~~.9 ~~respectively,~~million ~~is reported~~and asaccess ~~current as the LOC was~~ to ~~be repaid within one year, with subsequent drawdowns as needed by~~ the ~~Company. Upon inception~~line ~~the Company paid a one-time loan fee equal to 0.1%~~ of ~~the~~credit ~~LOC~~with ~~amount~~Bank ~~available. In the likelihood~~ of ~~default,~~America ~~the~~was ~~default interest automatically increases to 6% over the BSBY plus an additional 2~~terminated.~~05% rate.~~

~~The balance~~As atof December 31, 2025, the ~~maturity~~Company ~~date~~had ~~was~~restricted cash ~~approximately~~of $12,624,501.~~9 million~~ Pursuant to a Deposit Account Control Agreement between ARH Sub and Streeterville (“Investor”), the Company shall have the right to ~~and~~use ~~access~~such cash to ~~the~~repay ~~line~~any portion of ~~credit~~the outstanding balance (but only so long as such payment does not cause the outstanding balance to drop below the Minimum Balance Amount), and so long as no Trigger Event (as defined in the Note) under the Note has occurred and with Investor’s ~~Bank~~consent, to withdraw from the Deposit Account any funds in excess of ~~America~~the ~~was~~Minimum ~~terminated~~Balance Amount. ~~The~~ Company may only request withdrawals from the Deposit Account once per month and in an amount no less than $25,000.00. ~~through~~Company ~~its~~hereby ~~wholly~~grants to Investor a first-~~owned~~position security ~~subsidiary~~interest ~~Champion,~~in the Deposit Account and ~~Bank~~ ofacknowledges ~~America~~and agrees that Investor will have ~~continued~~the ~~meaningful~~right ~~dialogue~~to file a UCC-1 Financing Statement with respect to the Deposit Account. Company acknowledges and agrees that Investor will have control over the Deposit Account within the meaning of Section 9-104 of the Uniform Commercial Code pursuant to the terms of the DACA. In the event Company is ~~working~~in compliance with all ~~Bank~~Nasdaq oflisting ~~America~~requirements ~~regarding~~during ~~term~~the ~~loan~~period ~~repayment~~beginning on August 18, 2025 and ending on the six-month anniversary of the Closing ~~options~~Date, ~~for~~then the ~~original~~$4,625,000. ~~LOC~~amount listed in clause (a) above will be reduced to $4,375,000 (meaning the Company will receive an additional $250,000 from Investor).

On July 25, 2024, the Company received a notice of default and demand for payment from Bank of America regarding the Company’s Line of Credit. The Company is currently negotiating a forbearance or other cure to the default and a plan for repayment of the credit facility within 60 to 90 days with its assigned relationship manager at the bank. As discussed further in Note 15, Bank of America has filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries.F-18

~~F-13~~NOTE 10 – NOTES PAYABLE – WORKING CAPITAL

~~NOTE~~On 7January –10, ~~NOTES~~2025, ~~PAYABLE~~the –Company ~~WORKING~~entered ~~CAPITAL~~into two six-month promissory notes with accredited investors (the “Lenders”) in the principal amounts of $617,100 (“Note 1”) and $123,420 (“Note 2”). An original issue discount of $117,100 was applied to Note 1 and $23,420 was applied to Note 2 on the issuance date and was paid through the issuance of 781 (Note 1) and 157 (Note 2) shares of the Company’s Series D Convertible Preferred Stock to the Lenders, resulting in net loan proceeds to the Company of $500,000 (Note 1) and $100,000 (Note 2). Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid on or before July 10, 2025 (a total payback to the Lender of $537,500 (Note 1) and $107,500 (Note 2)). During the year ended December 31, 2025, the Company converted the balance into 96,613 shares of Series D preferred stock.

On February 10, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $155,250 (the “Note”). An original issue discount of $20,250 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $129,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in five payments, with the first payment of $89,268.50 due on August 15, 2025, and remaining four payments of $22,317.13 due on the fifteenth day of each month thereafter (a total payback to 1800 Diagonal of $178,537.00). Only upon an occurrence of an event of default under the Note, 1800 Diagonal may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. In August 2025, the Company converted the remaining balance into 3 shares of common stock.

On March 3, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $94,300 (the “Note”). An original issue discount of $12,300 and fees of $7,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $75,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in five payments, with the first payment of $54,222.50 due on August 30, 2025, and remaining four payments of $13,555.63 due on the thirtieth day of each month thereafter (a total payback to 1800 Diagonal of $108,445.00). In September 2025, the Company converted the remaining balance into 6 shares of common stock.

On April 7, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $182,275. An original issue discount of $23,775 and fees of $8,500 were applied on the issuance date, resulting in net loan proceeds to the Company of $150,000. The note is subject to an event of default clause. Upon default, the lender may convert the unpaid principal (and any accrued interest) into the Company’s common stock at a 25% discount to market price. In October 2025, the Company converted the remaining balance into 13 shares of common stock.

On April 10, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $153,525. An original issue discount of $20,025 and fees of $8,500 were applied on the issuance date, resulting in net loan proceeds to the Company of $125,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in ten payments, with the first payment of $17,501.80 due on May 15, 2025, and remaining nine payments of the same amount due on the fifteenth day of each month thereafter (a total payback to 1800 Diagonal of $175,018). In October 2025, the Company converted the remaining balance into 14 shares of common stock.

On July 31, 2025, the Company entered into a Securities Purchase Agreement with Horberg, pursuant to which Horberg purchased a Promissory Note with a principal amount of $500,000 for gross proceeds of $450,000, reflecting a 10% original issue discount. The Note bears interest at a rate of 12% per annum, payable on the maturity date, which is six months from the date of issuance (January 31, 2026). The Company repaid the note during 2025.

On October 1, 2025, the Company entered into a Securities Purchase Agreement with Horberg, pursuant to which Horberg purchased 100,000 shares of the Company’s Series D Convertible Preferred Stock for $750,000. Pursuant to the use of proceeds contained in the SPA, the Company repaid the $5

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