10-Q
AMERICAN REBEL HOLDINGS INC (AREB)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended
September 30, 2025
OR
☐ 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<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
| 5115 Maryland Way, Suite 303<br><br> <br>Brentwood, Tennessee | 37027 |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> Stock | AREB | The<br> Nasdaq Stock Market LLC |
| Common<br> Stock Purchase Warrants | AREBW | The<br> Nasdaq Stock Market LLC |
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 an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large<br> accelerated filer | ☐ | Accelerated<br> filer | ☐ |
|---|---|---|---|
| Non-accelerated<br> filer | ☒ | Smaller<br> reporting company | ☒ |
| Emerging<br> 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 is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
number of shares of the registrant’s common stock outstanding as of November 7, 2025 was 6,136,970.
AMERICAN
REBEL HOLDINGS, INC.
INDEX
TO QUARTERLY REPORT ON FORM 10-Q
| Page No. | ||
|---|---|---|
| PART I. FINANCIAL INFORMATION | 3 | |
| Item<br> 1. | Interim Consolidated Financial Statements (Unaudited) | 3 |
| Consolidated Balance Sheets of American Rebel Holdings, Inc. at September 30, 2025 (Unaudited) and December 31, 2024 (Audited) | 3 | |
| Consolidated Statements of Operations of American Rebel Holdings, Inc. for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 4 | |
| Consolidated Statements of Stockholders Equity (Deficit) of American Rebel Holdings, Inc. for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 5 | |
| Consolidated Statements of Cash Flows of American Rebel Holdings, Inc. for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) | 6 | |
| Notes to the Condensed Financial Statements (Unaudited) | 7 | |
| Item<br> 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 42 |
| Item<br> 3. | Quantitative and Qualitative Disclosures about Market Risk | 51 |
| Item<br> 4. | Controls and Procedures | 51 |
| PART II. OTHER INFORMATION | 52 | |
| Item<br> 1. | Legal Proceedings | 52 |
| Item<br> 1A. | Risk Factors | 53 |
| Item<br> 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 54 |
| Item<br> 3. | Defaults Upon Senior Securities | 56 |
| Item<br> 4. | Mine Safety Disclosure | 57 |
| Item<br> 5. | Other Information | 57 |
| Item<br> 6. | Exhibits | 58 |
| Signatures | 64 |
| 2 |
| --- |
PartI. Financial Information
Item1.- Interim Condensed Consolidated Financial Statements (Unaudited)
AMERICAN
REBEL HOLDINGS, INC.
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
| December<br> 31,<br><br>2024 | |||||
|---|---|---|---|---|---|
| (Audited) | |||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents | 722,233 | $ | 287,546 | ||
| Restricted cash | 2,624,501 | - | |||
| Accounts receivable, net | 721,207 | 1,170,944 | |||
| Prepaid expense | 1,322,225 | 311,878 | |||
| Deferred offering costs | 90,000 | - | |||
| Inventory | 3,555,160 | 4,555,311 | |||
| Total<br> Current Assets | 9,035,326 | 6,325,679 | |||
| Property and Equipment, net | 14,285,075 | 274,216 | |||
| OTHER ASSETS: | |||||
| Lease deposits and other | 71,930 | 47,107 | |||
| Investments | 5,499,850 | - | |||
| Right-of-use lease assets | 2,438,653 | 2,909,213 | |||
| Intangible assets, net | 412,500 | 450,000 | |||
| Total<br> Other Assets | 8,422,933 | 3,406,320 | |||
| TOTAL<br> ASSETS | 31,743,334 | $ | 10,006,215 | ||
| LIABILITIES AND STOCKHOLDERS’<br> EQUITY (DEFICIT) | |||||
| CURRENT LIABILITIES: | |||||
| Accounts payable and other payables | 3,330,297 | $ | 3,193,022 | ||
| Accrued expense and other | 2,030,879 | 2,086,080 | |||
| Accrued interest | 140,455 | 1,259,922 | |||
| Deferred revenue | 351,447 | 286,716 | |||
| Loan – Officers – related party | 448,340 | 447,716 | |||
| Loans – Working capital, net | 19,200,733 | 4,938,465 | |||
| Loan – Director – related party | 400,000 | 400,000 | |||
| Loans | 400,000 | 400,000 | |||
| Line of credit | - | 1,992,129 | |||
| Right-of-use lease liability,<br> current | 783,197 | 661,857 | |||
| Total<br> Current Liabilities | 26,685,348 | 15,265,907 | |||
| Right-of-use lease liability, long-term | 1,679,729 | 2,372,190 | |||
| TOTAL<br> LIABILITIES | 28,365,077 | 17,638,097 | |||
| STOCKHOLDERS’ EQUITY (DEFICIT): | |||||
| Preferred stock, 0.001 par value; 10,000,000<br> shares authorized; 1,117,018 and 301,256 issued and outstanding, at September 30, 2025 and December 31, 2024, respectively, comprised<br> of Preferred Shares A, B, and D | |||||
| Preferred - Series A | 124 | 125 | |||
| Preferred - Series B | 75 | 75 | |||
| Preferred - Series D | 916 | 198 | |||
| Preferred - Series E | 2 | - | |||
| Preferred Shares, value | 2 | - | |||
| Common Stock, 0.001 par value; 600,000,000<br> shares authorized; 528,937 and 3,826 issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 529 | 4 | |||
| Additional paid in capital | 96,889,837 | 57,453,916 | |||
| Accumulated deficit | (93,513,226 | ) | (65,086,200 | ) | |
| TOTAL<br> STOCKHOLDERS’ EQUITY (DEFICIT) | 3,378,257 | (7,631,882 | ) | ||
| TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 31,743,334 | $ | 10,006,215 |
All values are in US Dollars.
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| (1) | The<br> Company’s common stock outstanding as of December 31, 2024 has been retroactively restated for the various reverse stock splits<br> as described in the footnotes. |
|---|
| 3 |
| --- |
AMERICAN
REBEL HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| September 30,2025 | September 30,2024 | September 30,2025 | September 30,2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Three Months Ended | For the Nine Months Ended | |||||||||||
| September 30,2025 | September 30,2024 | September 30,2025 | September 30,2024 | |||||||||
| Revenue | $ | 1,877,518 | $ | 2,337,786 | $ | 7,231,439 | $ | 9,637,016 | ||||
| Cost of goods sold | 2,075,288 | 2,835,763 | 7,171,528 | 9,263,015 | ||||||||
| Gross margin | (197,770 | ) | (497,977 | ) | 59,911 | 374,001 | ||||||
| Expenses: | ||||||||||||
| Consulting/payroll and other costs | 739,334 | 478,371 | 2,452,064 | 1,475,450 | ||||||||
| Compensation expense – officers –<br> related party | - | (425,000 | ) | - | - | |||||||
| Compensation expense – officers –<br> deferred comp – related party | 164,063 | (1,985,936 | ) | 492,189 | 492,189 | |||||||
| Compensation expense | 164,063 | (1,985,936 | ) | 492,189 | 492,189 | |||||||
| Rental expense, warehousing, outlet expense | 39,742 | 103,562 | 145,108 | 335,743 | ||||||||
| Product development costs | 160,209 | 277,483 | 902,033 | 713,883 | ||||||||
| Marketing and brand development costs | 739,976 | 624,509 | 2,406,274 | 1,189,219 | ||||||||
| Administrative and other | 1,602,039 | 1,414,889 | 4,397,199 | 3,323,566 | ||||||||
| Depreciation and amortization<br> expense | 37,038 | 54,817 | 109,913 | 109,813 | ||||||||
| Total operating expenses | 3,482,401 | 542,695 | 10,904,780 | 7,639,863 | ||||||||
| Operating income (loss) | (3,680,171 | ) | (1,040,672 | ) | (10,844,869 | ) | (7,265,862 | ) | ||||
| Other Income (Expense) | ||||||||||||
| Interest expense | (329,231 | ) | (649,216 | ) | (1,483,357 | ) | (2,128,357 | ) | ||||
| Interest income | 147 | 348 | 1,266 | 1,059 | ||||||||
| Gain/(loss) on sale of equipment | - | 4,088 | - | 3,426 | ||||||||
| Other income | - | - | 18,000 | - | ||||||||
| Loss on debt extinguishment | (1,213,772 | ) | (62,505 | ) | (13,531,557 | ) | (312,505 | ) | ||||
| Loss on settlement of<br> liability | (7,000 | ) | - | (2,586,509 | ) | - | ||||||
| Net income (loss) before income tax provision | (5,230,027 | ) | (1,747,957 | ) | (28,427,026 | ) | (9,702,239 | ) | ||||
| Provision for income tax | - | - | - | |||||||||
| Net income (loss) | $ | (5,230,027 | ) | $ | (1,747,957 | ) | $ | (28,427,026 | ) | $ | (9,702,239 | ) |
| Basic and diluted income<br> (loss) per share | $ | (32.44 | ) | $ | (3,032.24 | ) | $ | (113.30 | ) | $ | (6,664.86 | ) |
| Weighted average common<br> shares outstanding - basic and diluted | 161,208 | 576 | 250,905 | 1,456 |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements. See Note 1 regarding non-reliance on financial information.
| (1) | The<br> Company’s common stock outstanding for the three and nine months ended September 30, 2024 has been retroactively restated for<br> the various reverse stock splits as described in the footnotes. |
|---|
| 4 |
| --- |
AMERICAN
REBEL HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIT)
FOR
THE THREE AND NINE MONTHS ENDED
SEPTEMBER
30, 2025 AND 2024 (UNAUDITED)
| Common<br> Stock | Common<br> Stock Amount | Preferred<br> Stock | Preferred<br> Stock Amount | Additional<br> Paid-in Capital | Accumulated<br> Deficit | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| For the Three Months Ended September<br> 30, 2025 | |||||||||||||||||||
| Balance - June 30, 2025 | 343,163 | $ | 343 | 289,378 | $ | 289 | $ | 85,154,676 | $ | (88,283,199 | ) | $ | (3,127,891 | ) | |||||
| Series A compensation expense | - | - | - | - | 163,078 | - | 163,078 | ||||||||||||
| Conversion of Series A preferred stock to common<br> stock | 35,000 | 35 | (1,400 | ) | (1 | ) | 1,364 | - | 1,398 | ||||||||||
| Exercise of warrants | 6,107 | 6 | - | - | 132 | - | 138 | ||||||||||||
| Issuance of Series D preferred stock and common<br> stock for liabilities settlement | - | - | 104,947 | 105 | 589,895 | - | 590,000 | ||||||||||||
| Issuance of common stock and Series D preferred<br> stock for consulting services | 25,000 | 25 | 29,000 | 29 | 587,446 | - | 587,500 | ||||||||||||
| Conversion of notes payable to common stock | 51,769 | 52 | - | - | 1,911,173 | - | 1,911,225 | ||||||||||||
| Conversion of Series D preferred stock to common<br> stock | 20,000 | 20 | (10,000 | ) | (10 | ) | (10 | ) | - | - | |||||||||
| Common stock and warrants issued for minority<br> interest investment | 42,616 | 43 | - | - | 1,999,808 | - | 1,999,851 | ||||||||||||
| Series E preferred stock issued in connection<br> with Damon Note | - | - | 2,000 | 2 | 1,999,998 | - | 2,000,000 | ||||||||||||
| Series D preferred stock issued in exchange<br> for investment | - | - | 498,800 | 499 | 3,738,681 | - | 3,739,180 | ||||||||||||
| Issuance of Series D preferred stock | - | - | 204,293 | 204 | 848,596 | - | 848,800 | ||||||||||||
| Offering costs | - | - | - | - | (105,000 | ) | - | (105,000 | ) | ||||||||||
| Effect of reverse stock split round lot shares | 5,282 | 5 | - | - | - | - | 5 | ||||||||||||
| Net loss | - | - | - | - | - | (5,230,027 | ) | (5,230,027 | ) | ||||||||||
| Balance - September<br> 30, 2025 | 528,937 | $ | 529 | 1,117,018 | $ | 1,117 | $ | 96,889,837 | $ | (93,513,226 | ) | $ | 3,378,257 | ||||||
| For the Nine Months Ended September 30, 2025 | |||||||||||||||||||
| Balance - December 31, 2024 | 3,826 | $ | 4 | 398,256 | $ | 398 | $ | 57,453,916 | $ | (65,086,200 | ) | $ | (7,631,882 | ) | |||||
| Series A compensation expense | - | - | - | - | 492,189 | - | 492,189 | ||||||||||||
| Conversion of Series A preferred stock to common<br> stock | 35,000 | 35 | (1,400 | ) | (1 | ) | 1,364 | - | 1,398 | ||||||||||
| Exercise of warrants | 6,107 | 6 | - | - | 132 | - | 138 | ||||||||||||
| Issuance of Series D preferred stock and common<br> Stock for liabilities settlement | 125,199 | 125 | 204,069 | 172 | 7,513,288 | - | 7,513,617 | ||||||||||||
| Issuance of common stock and Series D preferred<br> stock for consulting services | 25,000 | 25 | 29,000 | 29 | 587,446 | - | 587,500 | ||||||||||||
| Issuance of Common stock in private placement | 23,433 | 24 | - | - | 2,499,976 | - | 2,500,000 | ||||||||||||
| Issuance of Common stock in connection with<br> consulting and financing arrangement | 234 | - | - | - | 2,205 | - | 2,205 | ||||||||||||
| Conversion of Series D Preferred Stock to Common<br> Stock | 20,883 | 21 | (218,000 | ) | (218 | ) | 197 | - | - | ||||||||||
| Conversion of notes payable into Common Stock | 240,179 | 240 | - | - | 20,237,292 | - | 20,237,532 | ||||||||||||
| Common stock and warrants issued for minority<br> interest investment | 42,616 | 43 | - | - | 1,999,808 | - | 1,999,851 | ||||||||||||
| Series E preferred stock issued in connection<br> with Damon Note | - | - | 2,000 | 2 | 1,999,998 | - | 2,000,000 | ||||||||||||
| Series D preferred stock issued for asset acquisition | - | - | 498,800 | 499 | 3,738,681 | - | 3,739,180 | ||||||||||||
| Issuance of Series D preferred stock | - | - | 204,293 | 204 | 848,596 | - | 848,800 | ||||||||||||
| Offering costs | - | - | - | - | (485,251 | ) | - | (485,251 | ) | ||||||||||
| Effect of reverse stock split round lot shares | 6,461 | 6 | - | - | - | - | 6 | ||||||||||||
| Net loss | - | - | - | - | - | (28,427,026 | ) | (28,427,026 | ) | ||||||||||
| Balance - September<br> 30, 2025 | 528,937 | $ | 529 | 1,117,018 | $ | 1,117 | $ | 96,889,837 | $ | (93,513,226 | ) | $ | 3,378,257 | ||||||
| For the Three Months<br> Ended September 30, 2024 | |||||||||||||||||||
| Balance - June 30, 2024 | 11,760 | $ | 12 | 333,334 | $ | 333 | $ | 53,976,065 | $ | (55,436,118 | ) | $ | (1,459,708 | ) | |||||
| Conversion of Series D preferred stock to common<br> stock | 4,464 | 4 | (133,334 | ) | (133 | ) | 622,233 | - | 622,104 | ||||||||||
| Issuance of common stock | 1,347 | 1 | - | - | 301,674 | - | 301,675 | ||||||||||||
| Series A compensation expense | - | - | - | - | (1,985,936 | ) | - | (1,985,936 | ) | ||||||||||
| Issuance of Common stock in connection with<br> Amended Convertible Note Payable | 446 | 1 | - | - | 100,000 | - | 100,001 | ||||||||||||
| Issuance of Common stock in connection with<br> Amended VGR working capital loan - August 2024 | 335 | - | - | - | 75,000 | - | 75,000 | ||||||||||||
| Issuance of Common stock in connection with<br> Amended VGR working capital loan - September 2024 | 446 | 1 | - | - | 100,000 | - | 100,001 | ||||||||||||
| Series D Convertible Preferred Stock issued<br> in connection with two amended Revenue Interest Agreements | - | - | 22,144 | 22 | 166,058 | - | 166,080 | ||||||||||||
| Net loss | - | - | - | - | - | (1,747,957 | ) | (1,747,957 | ) | ||||||||||
| Balance - September<br> 30, 2024 | 18,799 | 19 | 222,144 | 222 | 53,355,094 | (57,184,075 | ) | (3,828,740 | ) | ||||||||||
| For the Nine Months Ended September 30, 2024 | |||||||||||||||||||
| Balance - December 31, 2023 | 11,760 | $ | 12 | 200,000 | $ | 200 | $ | 51,555,441 | $ | (47,481,836 | ) | $ | 4,073,817 | ||||||
| Balance | 11,760 | $ | 12 | 200,000 | $ | 200 | $ | 51,555,441 | $ | (47,481,836 | ) | $ | 4,073,817 | ||||||
| Conversion of Series D Preferred Stock to Common<br> stock | 4,464 | 4 | (133,334 | ) | (133 | ) | 622,233 | - | 622,104 | ||||||||||
| Issuance of Common stock | 1,347 | 1 | - | - | 301,674 | - | 301,675 | ||||||||||||
| Series A compensation expense | - | - | - | - | 492,189 | - | 492,189 | ||||||||||||
| Issuance of Series D preferred stock through<br> settlement and conversion of Revenue Interest Purchase note payable | - | - | 133,334 | 133 | (57,501 | ) | - | (57,368 | ) | ||||||||||
| Issuance of Common stock in connection with<br> Amended Convertible Note Payable | 446 | 1 | - | - | 100,000 | - | 100,001 | ||||||||||||
| Issuance of Common stock in connection with<br> Amended VGR working capital loan - August 2024 | 335 | - | - | - | 75,000 | - | 75,000 | ||||||||||||
| Issuance of Common stock in connection with<br> Amended VGR working capital loan - September 2024 | 446 | 1 | - | - | 100,000 | - | 100,001 | ||||||||||||
| Issuance of Series D preferred stock issued<br> in connection with amended Revenue Interest Agreement | - | - | 22,144 | 22 | 166,058 | - | 166,080 | ||||||||||||
| Net loss | - | - | - | - | - | (9,702,239 | ) | (9,702,239 | ) | ||||||||||
| Balance - September<br> 30, 2024 | 18,799 | $ | 19 | 222,144 | $ | 222 | $ | 53,355,094 | $ | (57,184,075 | ) | $ | (3,828,740 | ) | |||||
| Balance | 18,799 | $ | 19 | 222,144 | $ | 222 | $ | 53,355,094 | $ | (57,184,075 | ) | $ | (3,828,740 | ) |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements. See Note 1 regarding non-reliance on financial information.
| (1) | The<br> Company’s changes in stockholders’ equity for the three and nine months ended September 30, 2024 has been retroactively<br> restated for the various reverse stock splits as described in the footnotes. |
|---|
| 5 |
| --- |
AMERICAN
REBEL HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| September<br> 30,<br><br>2025 | September<br> 30,<br><br>2024 | |||||
|---|---|---|---|---|---|---|
| For<br> the Nine Months Ended | ||||||
| September<br> 30,<br><br>2025 | September<br> 30,<br><br>2024 | |||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||
| Net loss | (28,427,026 | ) | (9,702,239 | ) | ||
| Depreciation and amortization | 109,913 | 109,813 | ||||
| Non-cash, in-kind interest net of settlement | 849,379 | - | ||||
| (Gain) loss on disposition of property | - | (3,426 | ) | |||
| Deferred compensation in connection with Series<br> A preferred shares | 492,189 | 492,189 | ||||
| Loss on debt extinguishment | 13,531,557 | 312,505 | ||||
| Loss on settlement of liability | 2,586,509 | - | ||||
| Adjustments to reconcile net loss to cash (used<br> in) operating activities: | ||||||
| Accounts receivable | 449,738 | 777,634 | ||||
| Prepaid expense and other | (420,667 | ) | (17,809 | ) | ||
| Deferred offering costs | (90,000 | ) | - | |||
| Inventory | 1,000,151 | 253,571 | ||||
| Inventory deposits | - | 21,968 | ||||
| Lease deposits and other | (24,824 | ) | (10,296 | ) | ||
| Accounts payable | 5,064,409 | 2,640,204 | ||||
| Accrued expenses | (55,199 | ) | - | |||
| Deferred revenue | 64,731 | - | ||||
| Right-of-use lease liabilities | (100,561 | ) | 29,425 | |||
| Net Cash (Used in) Operating<br> Activities | (4,969,701 | ) | (5,096,461 | ) | ||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||
| Purchase of investments | 2,241,303 | - | ||||
| (Purchase) disposition of<br> property and equipment | (2,383,272 | ) | 5,910 | |||
| Net Cash (Used in)<br> Provided by Investing Activities | (141,969 | ) | 5,910 | |||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||||
| Offering costs paid | (485,251 | ) | - | |||
| Proceeds from line of credit | - | 535,200 | ||||
| Proceeds from loans - officer - related party | 624 | 432,636 | ||||
| Proceeds from loans - director - related party | - | 400,000 | ||||
| Proceeds from working capital loans, net | 7,642,808 | 2,773,375 | ||||
| Repayments of working capital loans, net | (277,744 | ) | - | |||
| Origination fees | (65,600 | ) | - | |||
| Payments on line of credit | (1,992,129 | ) | - | |||
| Proceeds from issuance of Series D preferred<br> stock | 848,596 | - | ||||
| Proceeds from issuance<br> of Common stock | 2,499,554 | - | ||||
| Net Cash Provided by Financing<br> Activities | 8,170,858 | 4,141,211 | ||||
| CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED<br> CASH | 3,059,188 | (949,340 | ) | |||
| CASH, CASH EQUIVALENTS,<br> AND RESTRICTED CASH AT BEGINNING OF PERIOD | 287,546 | 1,077,028 | ||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | 3,346,734 | 127,688 | ||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 722,233 | 127,688 | ||||
| RESTRICTED CASH AT END<br> OF PERIOD | 2,624,501 | - | ||||
| TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED<br> CASH AT END OF PERIOD | 3,346,734 | 127,688 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||
| Cash paid for: | ||||||
| Interest | 496,011 | 1,148,957 | ||||
| Income taxes | - | - |
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements. See Note 1 regarding non-reliance on financial information.
| 6 |
| --- |
AMERICAN
REBEL HOLDINGS, INC.
NOTES
TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2025
(Unaudited)
NOTE
1 – PREVIOUSLY ISSUED FINANCIAL STATEMENTS
On May 3, 2024, the SEC entered an order instituting settled administrative and cease-and-desist proceedings against BF Borgers CPA PC (“Borgers”) and its sole audit partner, Benjamin F. Borgers CPA, permanently barring Mr. Borgers and Borgers (collectively, “BF Borgers”) from appearing or practicing before the SEC as an accountant (the “Order”). As a result of the Order, BF Borgers may no longer serve as the Company’s independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Commission filings or provide consents with respect to audit reports.
As reported in the Current Report on Form 8-K filed with the Commission on May 6, 2024, in light of the Order, the Audit Committee (the “Committee”) of the Board of Directors of the Company on May 6, 2024, unanimously approved to dismiss, and dismissed BF Borgers as the Company’s independent registered public accounting firm.
On May 14, 2024, the Committee approved the engagement of GBQ Partners LLC (“GBQ”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and the reaudits of the years ended December 31, 2023 and 2022.
The Company filed its Form 10-K/A with the reaudits of the years ended December 31, 2023 and 2022 with the SEC on January 29, 2025.
The Company has included the comparative three and nine months ended September 30, 2024 in this filing, and the impact of any adjustments to the quarters ended March 31, 2024 and June 30, 2024 have been included in the three months ended September 30, 2024 Form 10-Q. The individual prior periods impacted by these adjustments have not been restated due to the undue burden it would place on the Company. Accordingly, the accompanying consolidated statement of operations, the consolidated statement of stockholders’ equity/(deficit) for the three and nine months ended September 30, 2024, the consolidated statement of cash flows for the nine months ended September 30, 2024, and the accompanying notes for the three and nine months ended September 30, 2024 include the impact of any adjustments to the quarters ended March 31, 2024 and June 30, 2024 and should not be relied upon.
NOTE
2 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
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.
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 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”). The Company established American Rebel Beverages, LLC as a wholly-owned subsidiary to hold the licenses with respect to the beer business. American Rebel Beer launched in 2024.
To varying degrees, the development of geopolitical conflicts, supply chain disruptions, government actions to slow rapid inflation in recent years and predictable sales cycles have produced varying effects on the business. The economic effects from these events over the long term cannot be reasonably estimated at this time. Accordingly, estimates used in the preparation of the financial statements, including those associated with the evaluation of certain long-lived assets, goodwill and other intangible assets for impairment, expected credit losses on amounts owed to the Company (through accounts receivable) and the estimations of certain losses assumed under warranty and other liability contracts, may be subject to significant adjustments in future periods.
Interim Financial Statements and Basis of Presentation
The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the SEC set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read along with the Annual Report filed on Form 10-K of the Company for the period ended December 31, 2024, and notes thereto contained, filed on April 9, 2025.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, American Rebel, Inc., American Rebel Beverages, LLC, the Champion Entities, and ARH Sub, LLC, a Utah limited liability company (“ARH Sub”) formed in June 2025 to facilitate the Streeterville Capital Note (see Note 11). All significant intercompany accounts and transactions have been eliminated.
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Year-end
The Company’s year-end is December 31.
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 amounts held in separate accounts that are legally or contractually restricted as to use. These restrictions may relate to collateral requirements, escrow arrangements, or other specific purposes and are not available for general operating activities. Restricted cash is included in the reconciliation of cash, cash equivalents, and restricted cash in the statement of cash flows, in accordance with ASC 230.
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.
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 asset, which ranges from five to fifteen years for equipment. Depreciation for the building acquired during the three months ended September 30, 2025 was not material.
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 performanceobligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in thecontract; 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 three and nine months ended September 30, 2025 and 2024.
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The
carrying amount of accounts receivable is reduced by an allowance for bad debts and expected credit losses, as necessary, that 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 $233,000 and $315,000 at September 30, 2025 and December 31, 2024, respectively. Net accounts receivable was $721,207, $1,170,944 and $2,674,540 at September 30, 2025, December 31, 2024, and January 1, 2024, respectively.
The following table sets forth the approximate percentage of revenue by primary category:
SCHEDULE
OF REVENUE PERCENTAGE
| Percentage of revenue | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | **** | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | For the Three Months Ended September 30, | **** | For the Nine Months Ended September 30, | **** | ||||||||
| Percentage of revenue | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | **** | ||||
| Safes | 90.0 | % | 97.5 | % | 94.3 | % | 98.2 | % | ||||
| Soft goods | 2.4 | % | 1.6 | % | 1.5 | % | 1.6 | % | ||||
| Beverages | 5.0 | % | 0.9 | % | 3.3 | % | 0.2 | % | ||||
| Other | 2.6 | % | - | % | 0.9 | % | - | % | ||||
| Total | 100 | % | 100 | % | 100 | % | 100 | % |
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025 and December 31, 2024, respectively. The respective carrying value of certain financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash 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.
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 the conclusions reached ASC 505-50. 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 505-50.
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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 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.
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
| Three<br> Months Ended<br> September 30, 2025 | Three<br> Months Ended <br> September 30, 2024 | |||||
|---|---|---|---|---|---|---|
| Shares used in computation of basic<br> earnings per share for the year ended | 147,436 | 576 | ||||
| Pre-funded warrants | 13,772 | - | ||||
| Total denominator | 161,208 | 576 | ||||
| Net<br> loss | $ | (5,230,027 | ) | $ | (1,747,957 | ) |
| Fully diluted loss per<br> share | $ | (32.44 | ) | $ | (3,032.24 | ) |
| Nine<br> Months Ended <br> September 30, 2025 | Nine<br> Months Ended <br> September 30, 2024 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| Shares used in computation of basic<br> earnings per share for the year ended | 237,133 | 1,456 | ||||
| Pre-funded warrants | 13,772 | - | ||||
| Total denominator | 250,905 | 1,456 | ||||
| Net<br> loss | $ | (28,427,026 | ) | $ | (9,702,239 | ) |
| Fully diluted loss per<br> share | $ | (113.30 | ) | $ | (6,664.86 | ) |
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.
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Income Taxes
The Company follows ASC Topic 740 for 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 three and nine months ended September 30, 2025 and 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 September 30, 2025 and December 31, 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.
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 three and nine months ended September 30, 2025 and 2024.
Rental income is recognized on a straight-line basis over the lease term.
Rental income totaled $33,829 for three and nine months ended September 30, 2025, and is presented within revenue in the accompanying consolidated statements of operations.
Recent Accounting Pronouncements
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.
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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 September 30, 2025 or December 31, 2024.
NOTE
3 – GOING CONCERN
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. As noted above, the Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability 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 product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses for the three and nine months ended September 30, 2025 of ($5,230,027) and ($28,427,026), respectively. The Company’s accumulated deficit was ($93,513,226) as of September 30, 2025 and ($65,086,200) as of December 31, 2024. The Company’s working capital deficit was $(17,650,023) as of September 30, 2025, compared to a working capital deficit of $(8,940,228) as of December 31, 2024.
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. As indicated in the footnotes to the consolidated financial statements, most of the current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for the Company to enter into new debt agreements. 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 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
4 – PREPAID EXPENSE
Prepaid expenses include the following:
SCHEDULE OF PREPAID
EXPENSES
| September<br> 30, 2025 | December<br> 31, 2024 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| Tony Stewart racing prepaid | $ | 233,333 | $ | - |
| Barham Enterprises prepaid | 166,667 | - | ||
| Charlotte Motors Speedway prepaid | 60,000 | - | ||
| MZ Digital prepaid | 70,000 | - | ||
| FMW Media Works prepaid | 377,778 | - | ||
| Other prepaids | 414,447 | 311,878 | ||
| Total<br> prepaid expense | $ | 1,322,225 | $ | 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 condensed consolidated balance sheets.
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NOTE
5 – INVENTORY
Inventory and deposits include the following:
SCHEDULE
OF INVENTORY AND DEPOSITS
| September<br> 30,<br><br>2025 | December<br> 31,<br><br>2024 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | (Audited) | |||||
| Inventory – raw materials | $ | 1,436,968 | $ | 1,966,395 | ||
| Inventory – finished goods | 2,375,175 | 2,870,781 | ||||
| Less reserve for excess<br> and obsolete inventory | (256,983 | ) | (281,865 | ) | ||
| Total<br> Inventory | $ | 3,555,160 | $ | 4,555,311 |
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.
When inventory is physically 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 material write-offs or inventory reserves during the three and nine months ended September 30, 2025 and 2024.
Included
in finished goods is approximately $353,000 and $162,000 in finished products related to our American Rebel branded beer lager as of September 30, 2025 and December 31, 2024, respectively. This inventory is immediately available to the consumer and for distribution.
NOTE
6 – PROPERTY AND EQUIPMENT
Property and equipment include the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
| September<br> 30,<br><br>2025 | December<br> 31,<br><br>2024 | |||||
|---|---|---|---|---|---|---|
| (Unaudited) | (Audited) | |||||
| Property and equipment | $ | 367,862 | $ | 351,590 | ||
| Building | 14,041,000 | - | ||||
| Vehicles | 439,555 | 413,555 | ||||
| Property and equipment gross | 14,848,417 | 765,145 | ||||
| Less: Accumulated depreciation | (563,342 | ) | (490,929 | ) | ||
| Net property and equipment | $ | 14,285,075 | $ | 274,216 |
For
the three and nine months ended September 30, 2025 and 2024, the Company recognized $24,538 and $17,317, and $72,413 and $72,313 in depreciation expense, respectively.
NOTE
7 – 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 not material for the three months ended September 30, 2025.
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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 30% of the membership interests in 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.
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 was accounted for as an equity method acquisition, with the acquired interest recorded at fair value as of the acquisition date. The investment provides the Company with additional exposure to data and analytics capabilities supporting its brand and marketing strategy.
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 21,308
shares
of common stock and a prefunded warrant to purchase 59,160
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.
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.
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NOTE
8 – ACCRUED EXPENSE AND OTHER
Accrued expense and other includes the following:
SCHEDULE OF ACCRUED
EXPENSE AND OTHER
| September<br> 30,<br><br>2025 | December<br> 31,<br><br>2024 | |||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| Accrued officer bonus | $ | 822,771 | $ | 464,580 |
| Accrued liabilities - Champion | 44,949 | 28,000 | ||
| Accrued liabilities - Beer | 72,431 | - | ||
| Accrued officer compensation | - | 510,669 | ||
| Tony Stewart Racing | - | 434,000 | ||
| Other accrued expenses | 1,090,728 | 648,831 | ||
| Total<br> accrued expense and other | $ | 2,030,879 | $ | 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 condensed consolidated balance sheets.
NOTE
9 – RELATED PARTY NOTES PAYABLE AND RELATED PARTY TRANSACTIONS
Employment Agreements
Charles
A. Ross, Jr. serves as the Company’s Chief Executive Officer. Compensation for Mr. Ross was $87,832 and $86,154 plus stock awards, respectively for the three months ended September 30, 2025 and 2024 and $263,497 and $162,500 plus stock awards, respectively for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, approximately $462,000 and $338,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.
Doug
E. Grau served as the Company’s President and Interim Principal Accounting Officer through June 30, 2025. Compensation for Mr. Grau was $33,450 and $70,000 plus stock awards, respectively for the three months ended September 30, 2025 and 2024 and $164,000 and $132,500 plus stock awards, respectively for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, approximately $0 and $203,000 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.
Effective
July 1, 2025, Darin Fielding began serving as the Company’s Interim Principal Accounting Officer. Compensation for Mr. Fielding was $44,423 and $70,000, respectively for the three months ended September 30, 2025 and 2024 and $188,090 and $132,500, respectively for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, approximately $164,000 and $0 in accrued and unpaid compensation was outstanding and included in accrued expenses and other in the accompanying consolidated balance sheets, respectively.
Corey
Lambrecht serves as the Company’s President and Chief Operating Officer. Compensation for Mr. Lambrecht was $71,364 and $130,000 plus stock awards, respectively for the three months ended September 30, 2025 and 2024 and $214,091 and $130,000 plus stock awards, respectively for the nine months ended September 30, 2025 and 2024. As of September 30, 2025 and December 31, 2024, approximately $431,000 and $316,000 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 2025 and 2024. Additionally, the aforementioned officers advanced the Company approximately $0 and $214,000 for the three and nine months ended September 30, 2025 and 2024, respectively, of which approximately $448,000 and $447,000 was outstanding as of September 30, 2025 and December 31, 2024, respectively. The advances are unsecured non-interest-bearing demand notes. These officers provided these loans as short-term funding.
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Series A Convertible Preferred Stock
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 three months ended September 30, 2025 and 2024, the Company recognized $38,516 and $39,063 in compensation expense attributable to the share award grant and respective earn-out. For the nine months ended September 30, 2025 and 2024, the Company recognized $78,126 and $451,334 in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 another 6,250 shares of Series A preferred stock vested for Mr. Lambrecht, providing for a total of 41,667 shares of common stock that Mr. Lambrecht may convert his Series A preferred shares into.
Mr.
Ross’s amended employment agreement had an effective date of November 20, 2023. The share-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. Ross’s amended employment agreement has an effective term running from November 20, 2023 through December 31, 2026, a term of 37 and ½ months. For the three months ended September 30, 2025 and 2024, the Company recognized $62,063 and $454,167 in compensation expense attributable to the share award grant and respective earn-out. For the nine months ended September 30, 2025 and 2024, the Company recognized $187,063 and $187,500 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. Ross, providing for a total of 44,444 shares of common stock that Mr. 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, with a termination date of July 1, 2025. The share-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 June 30, 2025. For the three months ended September 30, 2025 and 2024, the Company recognized $62,500 and $62,500 in compensation expense attributable to the share award grant and respective earn-out. For the nine months ended September 30, 2025 and 2024, the Company recognized $187,500 and $187,500 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 shares of common stock that Mr. Grau may convert his Series A preferred shares into at any time. The Company is currently in the process of finalizing compensation arrangements for Mr. Grau.
On
August 1, 2025, Corey Lambrecht converted 350 shares of Series A preferred stock into 175,000 shares of common stock. Additionally, on August 1, 2025, Charles A. Ross, Jr. converted 350 shares of Series A preferred stock into 175,000 shares of common stock. Further, on September 25, 2025, Corey Lambrecht converted an additional 350 shares of Series A preferred stock into 175,000 shares of common stock. In addition, on September 25, 2025, Charles A. Ross, Jr. converted an additional 350 shares of Series A preferred stock into 175,000 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 performed to have been satisfied by the initial grant, thereby incurring the cost immediately from the grant.
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 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 $163,078 and $(1,985,936) for the three months ended September 30, 2025 and 2024, respectively, and primarily relates to the aforementioned Series A preferred stock awards. Stock-based compensation expense totaled $491,203 and $492,189 for the nine months ended September 30, 2025 and 2024, respectively, and primarily relates to the aforementioned Series A preferred stock awards.
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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 were utilized solely by the Company’s wholly-owned subsidiary, American Rebel Beverages, LLC. The Director’s Note was due on September 30, 2024, with a repayment amount of $520,000. As of September 30, 2025, 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
10 – LINE OF CREDIT – FINANCIAL 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 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:
SCHEDULE
OF LINE OF CREDIT
| **** | September 30, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| (Unaudited) | (Audited) | |||
| Line of credit<br> from a financial institution. | $ | - | $ | 1,992,129 |
| Total<br> recorded as a current liability | $ | - | $ | 1,992,129 |
The
balance at the maturity was approximately $1.9 million and access to the line of credit with Bank of America was terminated.
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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 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<br> the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of<br> Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’<br> fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; |
|---|---|
| ● | The<br> Company made a principal payment in the amount of $100,000 on the execution of the Forbearance Agreement; and |
| ● | Should<br> the Company fail to pay Bank of America all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses<br> and other amounts owing under the Credit Agreement and the Forbearance Agreement by close of business on June 30, 2025, the Company<br> may, upon an additional payment of $100,000 to Bank of America by close of business on July 1, 2025, extend the Forbearance Period<br> 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.
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NOTE
11 – NOTES PAYABLE – WORKING CAPITAL
The Company has several working capital loan agreements in place, which are described in detail below.
SCHEDULE
OF WORKING CAPITAL
| December<br> 31, 2024 | |||
|---|---|---|---|
| (Audited) | |||
| Working capital loan agreement<br> with a limited liability company domiciled in the state of Virginia. The working capital loan requires an initial payment of 13,881.78<br> on June 30, 2024 with eight (8) additional payments of 13,881.78 on the 30th of each month following funding. The working capital<br> loan was due and payable on February 28, 2025. The working capital loan has an effective interest rate of 18.8% without taking into<br> account the 12% original issue discount charged upon entering into the loan. This working capital loan has a conversion right associated<br> with it in the case of an Event of Default as that term is defined below. The conversion price subject to the conversion right allows<br> the holder of the working capital loan to receive shares not subject to Rule 144 issued as full payment for principal and (all) accrued<br> interest at a 25% discount to market, and that market price is the lowest trading price of the Company’s common stock during<br> the ten (10) trading days prior to the notice of conversion by the holder. No Black Scholes calculation has been made with respect<br> to the working capital loan as the Event of Default is highly unlikely. The holder of the working capital loan has required the Company<br> to hold sufficient enough shares in reserve to satisfy the conversion at a factor of four (4) for one (1). The loan was converted<br> during the nine months ended September 30, 2025 at a conversion rate of 16.50 for 3,147 shares of common stock. | - | 40,369 | |
| The Company has entered a number of working<br> capital loan agreements structured as Revenue Interest Purchase Agreements (“revenue participation interest”, “RIP”).<br> These working capital loans provided for a purchase of an ownership interest in the revenues of the Champion subsidiary. The revenue<br> participation interest requires payments ranging from 10,000 to 30,000 per month until the revenue participation interest is repurchased<br> by the Company. The revenue participation interest is subject to a repurchase option by the Company. The repurchase price during<br> the initial period ranges from 70,313 to 562,500. The repurchase price of the loans increases to 75,938 to 607,500 after the<br> initial period has passed. The repurchase price is reduced by any revenue payments paid by the Company to the lender prior the loan<br> being paid in full. The Revenue Interest Purchase Agreement also required the Company to make payments commencing after June 1, 2024<br> ranging from 3.86% to 15.45% of the net proceeds received by the Company from the Regulation A Offering. In the event of default,<br> the Company is obligated to pay an additional 25% of any and all amounts due, immediately. In April 2025, the Company paid off a total balance of 1,189,688 by issuing<br>18,312 shares of common stock. | - | 675,000 | |
| On November 11, 2024, the Company entered<br> into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and Altbanq Lending LLC (the “Seller”),<br> pursuant to which the Purchaser agreed to purchase from the Seller a portion (150,469.11) of a promissory note dated March 27, 2024<br> in the original principal amount of 1,330,000 (the “Note”), with a current balance payable of 1,229,350 (the “Note<br> Balance”). Contemporaneously with assignment of the assigned note portion to the Purchaser, the Company exchanged the 150,469.11<br> of assigned note portion for 78,615 shares of the Company’s common stock as a 3(a)(9) exchange. At any time during the ninety<br> days after the initial closing, the Purchaser may purchase additional portions of the Note, at one or more closing, by sending an<br> additional closing notice in the amount set forth in the additional note notice and the Company will exchange such additional portions<br> for shares of its common stock. During the nine months ended September 30, 2025, the Company paid 120,046 in interest expense and<br> converted a balance of 777,666 into 13,930 shares of common stock, resulting in a loss on extinguishment of debt of 411,718. | - | 1,078,881 | |
| Standard Merchant Cash Advance Agreement<br> (the “Factoring Agreement”), with an accredited investor lending source (“Financier”). Under the Factoring<br> Agreement, our wholly-owned subsidiary sold to Financier a specified percentage of its future receipts (as defined by the Factoring<br> Agreement, which include any and future revenues of Champion Safe Company, Inc. (“Champion”), another wholly-owned subsidiary<br> of the Company, and the Company) equal to 357,500 for 250,000, less origination and other fees of 12,500. Our wholly-owned subsidiary<br> agrees to repay this purchased receivable amount in equal weekly installments of 17,875. Financier has specified customary collection<br> procedures for the collection and remittance of the weekly payable amount including direct payments from specified authorized bank<br> accounts. The Factoring Agreement expressly provides that the sale of the future receipts shall be construed and treated for all<br> purposes as a true and complete sale and includes customary provisions granting a security interest under the Uniform Commercial<br> Code in accounts and the proceeds, subject to existing liens. The Factoring Agreement also provides customary provisions including<br> representations, warranties and covenants, indemnification, arbitration and the exercise of remedies upon a breach or default. The<br> obligations of our wholly-owned subsidiary, Champion and the Company under the Factoring Agreement are irrevocably, absolutely, and<br> unconditionally guaranteed by Charles A. Ross, Jr., the Company’s Chairman and Chief Executive Officer. The Personal Guaranty<br> of Performance by Mr. Ross to Financier provides customary provisions, including representations, warranties and covenants. | - | 87,343 |
All values are in US Dollars.
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| --- | | Working Capital loan agreement<br> with an accredited investor lending source and a subsidiary to that accredited investor lending source as collateral agent, which<br> provides for a term loan in the amount of $1,347,000 which principal and interest (of $592,680) is due on June 30, 2025. Commencing<br> December 2, 2024, the Company is required to make weekly payments of $64,656 until the due date. The loan may be prepaid subject<br> to a prepayment fee. An administrative agent fee of $62,500 was initially paid on the loan. A default interest rate of 5% becomes<br> effective upon the occurrence of an event of default. On August 15, 2025, the Company converted the remaining balance into common<br> stock and prefunded warrants. | - | 1,347,000 | | --- | --- | --- | | On September 4, 2024, the<br> Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC, an accredited investor<br> (“Coventry”), pursuant to which Coventry made a loan to the Company, evidenced by a promissory note in the principal<br> amount of $300,000<br> (the “Note”). A one-time interest charge of 12%<br> ($36,000)<br> was applied to the Note upon issuance. Further, an original issue discount of $45,000,<br> $75,436.02<br> was utilized to repay a June 2024 note with Coventry, commissions to a broker dealer of $8,000,<br> and fees of $10,000<br> were applied on the issuance date, resulting in net loan proceeds to us of $161,563.98.<br> Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in eight payments; the first<br> payment shall be in the amount of $37,333.33<br> and was due on September 30, 2024 with seven (7) subsequent payments each in the amount of $37,333.33<br> due on the last day of each month thereafter (a total payback to Coventry of $336,000).<br> Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the<br> Company will be obligated to pay to Coventry, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w)<br> the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to<br> the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or<br> (x) plus (z) any amounts owed to Coventry. Only upon an occurrence of an event of default under the Note, Coventry may convert<br> the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of<br> the market price. The Coventry agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock.<br> There are no warrants or other derivatives attached to this Note. the Company agreed to reserve a number of shares of common stock<br> equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times. During the<br> nine months ended September 30, 2025, the Company paid off a principal balance of $261,047 and accrued interest of $281,534 by issuing 18,963 shares of common stock. | - | 298,689 | | On August 8, 2024, the Company entered into<br> a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“1800 Diagonal”), pursuant to which<br> 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $179,400 (the “Note”).<br> An original issue discount of $23,400 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds to the<br> Company of $150,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in five payments,<br> with the first payment of $103,155 due on February 15, 2025, and remaining four payments of $25,788.75 due on the fifteenth day of<br> each month thereafter (a total payback to 1800 Diagonal of $206,310.00). Upon the occurrence and during the continuation of any Event<br> of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to 1800 Diagonal, in full satisfaction<br> of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued<br> and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate<br> of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to 1800 Diagonal. Only upon an occurrence<br> of an event of default under the Note, 1800 Diagonal may convert the outstanding unpaid principal amount of the Note into restricted<br> shares of common stock of the Company at a discount of 25% of the market price. 1800 Diagonal agreed to limit the amount of stock received<br> to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company<br> agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable<br> upon conversion of the Note at all times. During the nine months ended September 30, 2025, the Company repaid the total loan balance<br> by issuing 664 shares of common stock, resulting in a loss on debt extinguishment of $86,424. | - | 179,400 |
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| --- | | On August 27, 2024 through<br> September 16, 2024, the Company entered into four loan advances with an investor. The principal of the advances ranged from $30,000<br> to $115,000<br> and included fees ranging from $7,500<br> to $15,000.<br> The advances are on demand terms. On April 10, 2025 the Company converted all four advances into 4,122 shares of common stock. | - | 260,000 | | --- | --- | --- | | On October 4, 2024, the Company entered<br> into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“1800 Diagonal”), pursuant<br> to which 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $122,960 (the “Note”).<br> An original issue discount of $16,960 and fees of $6,000 were applied on the issuance date, resulting in net loan proceeds to the<br> Company of $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments<br> 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<br> (a total payback to 1800 Diagonal of $140,174). Upon the occurrence and during the continuation of any Event of Default, the Note shall<br> become immediately due and payable and the Company will be obligated to pay to 1800 Diagonal, in full satisfaction of its obligations,<br> an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest<br> on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum<br> on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to 1800 Diagonal. Only upon an occurrence of an event<br> of default under the Note, 1800 Diagonal may convert the outstanding unpaid principal amount of the Note into restricted shares of common<br> stock of the Company at a discount of 25% of the market price. 1800 Diagonal agreed to limit the amount of stock received to less than<br> 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed<br> to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon<br> conversion of the Note at all times. During the nine months ended September 30, 2025, the Company paid off the balance by issuing 2,455 shares of its<br>common stock. | - | 97,812 | | On October 30, 2024, the Company entered<br> into a Securities Purchase Agreement with Alumni Capital LP, a Delaware limited partnership (“Alumni”), pursuant<br> to which Alumni made a loan to the Company, evidenced by a promissory note in the principal amount of $420,000 (the “Note”).<br> An original issue discount of $70,000 and commissions to a broker dealer of $28,000 were applied on the issuance date, resulting<br> in net loan proceeds to the Company of $322,000. Accrued, unpaid interest at the rate of 10% and outstanding principal, subject to<br> adjustment, is required to be paid on or before December 31, 2024. In addition to the Note, the Company issued Alumni a five-year<br> common stock purchase warrant to purchase up to 72,165 shares of Common Stock at $5.82 per share (the “Warrant”). Upon<br> the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company<br> will be obligated to pay to Alumni, in full satisfaction of its obligations, an amount equal to (w) the then outstanding principal<br> amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y)<br> default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts<br> owed to ALumni. Only upon an occurrence of an event of default under the Note, Alumni may convert the outstanding unpaid<br> principal amount of the Note (along with any interest, penalties, and all other amounts under the Note) into restricted shares of<br> common stock of the Company at a discount of 20% of the market price. Alumni agreed to limit the amount of stock received to<br> less than 9.99% of the total outstanding common stock. The Company agreed to reserve 30,000 shares of common stock, which may be<br> issuable upon conversion of the Note. | - | 441,000 |
| 21 |
| --- | | On November 6, 2024, the<br> Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a loan to the Company,<br> evidenced by a promissory note in the principal amount of $122,960<br> (the “Note”). An original issue discount of $16,960<br> and fees of $6,000<br> were applied on the issuance date, resulting in net loan proceeds to the Company of $100,000.<br> Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments of $15,574.89,<br> with the first payment due on December 15, 2024, and remaining eight payments due on the 15th day of each month thereafter (a total<br> payback to the Lender of $140,174).<br> Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the<br> Company will be obligated to pay to 1800 Diagonal, in full satisfaction of its obligations, an amount equal to 150% times the sum of<br> (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the<br> Note to the date of payment plus (y) default interest, if any, at the rate of 22%<br> per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to 1800 Diagonal. Only upon an occurrence<br> of an event of default under the Note, 1800 Diagonal may convert the outstanding unpaid principal amount of the Note into restricted<br> shares of common stock of the Company at a discount of 25% of the market price. 1800 Diagonal agreed to limit the amount of stock<br> received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note.<br> The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may<br> be issuable upon conversion of the Note at all times. On May 6, 2025, the Company paid off the balance plus accrued interest by issuing 1,934 shares of its common stock. | - | 111,463 | | --- | --- | --- | | On November 11, 2024, the Company entered<br> into a twelve-month promissory note with an accredited investor (the “Lender”) in the principal amount of $400,000 (the<br> “Note”). An original issue discount of $80,000 was applied on the issuance date and was paid through the issuance of<br> 1,338 shares of the Company’s common stock to the Lender, resulting in net loan proceeds to the Company of $320,000. Accrued,<br> unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments of $52,571.43, with the<br> first payment due on May 11, 2025, and remaining six payments due on the 11th day of each month thereafter (a total payback to the<br> Lender of $368,000.01). Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately<br> due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal<br> to 130% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid<br> principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender. At any time after 180 days from the<br> issuance date of the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common<br> stock of the Company at the lesser of (i) $2.94 per share, or (ii) the average of the three (3) lowest VWAP’s in the preceding<br> five (5) day trading period to the conversion date. The Lender agreed to limit the amount of stock received to less than 4.99% of<br> the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve<br> a number of shares of common stock equal to three times the number of shares of common stock which may be issuable upon conversion<br> of the Note at all times. On May 30, 2025, the lender converted $131,910 of the Note into 100,000 shares of the Company’s common<br> stock. Further, on June 3, 3025, the lender converted the remaining $214,487 balance of the OID Note, including interest, into 9,247<br> shares of the Company’s common stock. | - | 320,000 |
| 22 |
| --- | | On December 13, 2024, the Company<br> entered into a three-month promissory note with an accredited investor (the “Lender”) in the principal amount of $213,715<br> (the “Note”). An original issue discount of $63,715 was applied on the issuance date and was paid through the issuance<br> 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,<br> unpaid interest and outstanding principal, subject to adjustment, is required to be paid in one lump sum payment of $155,625 on or<br> before March 13, 2025. Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately<br> due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal<br> to 130% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid<br> principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender. At any time after the issuance date<br> of the Note, the Lender may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of<br> the Company at the lesser of (i) $1.73 per share, or (ii) the average of the three (3) lowest VWAP’s in the preceding five<br> (5) day trading period to the conversion date. The Lender agreed to limit the amount of stock received to less than 4.99% of the<br> total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a<br> number of shares of common stock equal to three times the number of shares of common stock which may be issuable upon conversion<br> of the Note at all times. On July 8, 2025, the Company converted the remaining balance into 8,000 shares of common stock. | - | 150,000 | | --- | --- | --- | | On January 10, 2025, the Company entered<br> into two six-month promissory notes with accredited investors (the “Lenders”) in the principal amounts of $617,100 (“Note<br> 1”) and $123,420 (“Note 2”). An original issue discount of $117,100 was applied to Note 1 and $23,420 was applied<br> 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<br> D Convertible Preferred Stock to the Lenders, resulting in net loan proceeds to the Company of $500,000 (Note 1) and $100,000 (Note<br> 2). Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid on or before July 10, 2025<br> (a total payback to the Lender of $537,500 (Note 1) and $107,500 (Note 2)). Upon the occurrence and during the continuation of any<br> Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lenders, in full<br> satisfaction of its obligations, an amount equal to 130% times the sum of (w) the then outstanding principal amount of the Note plus<br> (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) any amounts owed to the<br> Lender pursuant to the conversion rights referenced below. At any time after the issuance date of the Notes, the Lenders may convert<br> the outstanding unpaid principal amount of the Notes into restricted shares of Series D Convertible Preferred Stock of the Company<br> at $7.50 per share, or upon the sale of common stock below $1.50 per share, the Lenders have the ability to convert the outstanding<br> amounts of the Notes into shares of common stock at the lowest price sold prior to the registration of the common stock. Each Lender<br> agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other<br> derivatives attached to these Notes. The Company granted the Lenders piggy-back registration rights on the shares of common stock<br> issuable upon conversion of the Series D Convertible Preferred Stock. The Company agreed to reserve a number of shares of Series<br> D Convertible Preferred Stock, and common stock issuable upon conversion thereof, equal to three times the number of shares of Series<br> D Convertible Preferred Stock, and common stock issuable upon conversion thereof, which may be issuable upon conversion of the Notes<br> at all times. | - | - |
| 23 |
| --- | | On February 10, 2025, the Company entered<br> into a Securities Purchase Agreement with 1800 Diagonal, pursuant<br> to which 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $155,250 (the “Note”).<br> 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<br> Company of $129,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in five payments,<br> 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<br> each month thereafter (a total payback to 1800 Diagonal of $178,537.00). Upon the occurrence and during the continuation of any Event<br> of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to 1800 Diagonal, in full satisfaction<br> of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued<br> and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate<br> of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to 1800 Diagonal pursuant to the conversion<br> rights referenced below. Only upon an occurrence of an event of default under the Note, 1800 Diagonal may convert the outstanding unpaid<br> principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. 1800 Diagonal agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants<br> or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times<br> the number of shares of common stock which may be issuable upon conversion of the Note at all times. In August 2025, the Company<br> converted the remaining balance into 10,765 shares of common stock. | - | - | | --- | --- | --- | | On March 3, 2025, the Company entered into<br> a Securities Purchase Agreement with 1800 Diagonal, pursuant to which<br> 1800 Diagonal made a loan to the Company, evidenced by a promissory note in the principal amount of $94,300 (the “Note”).<br> 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<br> Company of $75,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in five payments,<br> 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<br> each month thereafter (a total payback to 1800 Diagonal of $108,445.00). In September 2025, the Company converted the remaining balance<br> into 11,798 shares of common stock. | - | - | | On April 7, 2025, the Company<br> entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a loan to the Company,<br> 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<br> 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, subject to a cap of 4.99% beneficial ownership. The note also imposes a punitive default payment of 150% of outstanding principal plus default interest of 22% per annum. The Company committed to reserve four times the number of shares potentially issuable upon conversion. | 96,869 | - | | On April 10, 2025, the Company entered into<br> a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a loan to the Company, evidenced<br> 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<br> the issuance date, resulting in net loan proceeds to the Company of $125,000. Accrued, unpaid interest and outstanding principal,<br> 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<br> nine payments of the same amount due on the fifteenth day of each month thereafter (a total payback to 1800 Diagonal of $175,018.00). | 81,590 | - |
| 24 |
| --- | | On May 27, 2025, the Company<br> entered into five two year promissory notes with five accredited investors in the gross principal amount of $450,000. An original<br> issue discount of $67,500 and guaranteed interest of $67,500 was applied on the issuance date, resulting in net loan proceeds to<br> the Company of $315,000. The Notes are required to be paid in one lump sum payment of $450,000 on or before May 27, 2027. At any<br> time after one hundred eighty days of the issuance date of the Notes, upon five (5) business days’ written notice to Lenders,<br> the Company has the option of prepaying the outstanding principal amount of the Notes, in whole or in part, by paying to the Lenders<br> a sum of money equal to one hundred twenty-five percent (125%) of the principal amount to be redeemed, together with any and all<br> other sums due, accrued or payable to the Lenders arising under the Notes. During the notice period, Lenders shall have the option<br> of converting the Notes, in whole or in part, pursuant to the terms set forth below. At any time after one hundred eighty days of<br> the issuance date of the Notes, the Lenders may convert the outstanding unpaid principal amount of the Notes into restricted shares<br> of Series D Convertible Preferred Stock of the Company at $7.50 per share (each share of Series D Convertible Preferred Stock in<br> convertible into five shares of common stock). Each Lender agreed to limit the amount of stock received to less than 4.99% of the<br> total outstanding common stock into which the Series D Convertible Preferred Stock is convertible into. There are no warrants or<br> other derivatives attached to these Notes. The Company granted the Lenders piggy-back registration rights on the shares of common<br> stock issuable upon conversion of the Series D Convertible Preferred Stock. The Company agreed to reserve a number of shares of Series<br> D Convertible Preferred Stock, and common stock issuable upon conversion thereof, equal to three times the number of shares of Series<br> D Convertible Preferred Stock (153,000 shares of Series D Convertible Preferred Stock in total), and common stock issuable upon conversion<br> thereof (765,000 shares of common stock in total), which may be issuable upon conversion of the Notes at all times. | 450,000 | - | | --- | --- | --- | | On June 26, 2025, the Company entered into a<br>note purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC (“Streeterville”),<br>pursuant to which the Company issued and sold to Streeterville a secured promissory note (the “Note”) in the original<br>principal amount of $5,470,000.<br>The Note carries an original issue discount of $450,000,<br>and the Company agreed to pay $20,000<br>to Streeterville to cover its legal fees, accounting costs, due diligence, monitoring, and other transaction costs, each of which<br>were deducted from the proceeds of the Note received by the Company. On the closing date, Streeterville paid $375,000<br>to the Company, and $4,625,000<br>was sent to an account at Lakeside Bank owned by the Company’s newly formed wholly owned subsidiary, ARH Sub, to be held<br>pursuant to a Deposit Account Control Agreement (“DACA”), which is presented as restricted cash in the accompanying<br>condensed consolidated balance sheets. Interest under the Note accrues at 10%<br>per annum. The unpaid amount of the Note, together with any accrued interest, fees, and late charges, is due twenty-four months<br>following the date of issuance. The Company may prepay all or any portion of the outstanding balance of the Note after 120 days from<br>issuance. Commencing six months after the date of issuance and at any time thereafter until the Note is paid in full, Streeterville<br>has the right to redeem up to $950,000<br>under the Note per month, which amount will be due and payable in cash within two trading days of the Company’s receipt of a<br>redemption notice from Streeterville. The Company’s obligations under the Note and related agreements are secured by the DACA,<br>a guaranty from ARH Sub (the “Guaranty”), and a pledge by the Company of all membership interests in ARH Sub (the<br>“Pledge”) (collectively, the “Security Agreements”). On September 10, 2025, the Company entered into a<br>global amendment to the Purchase Agreement and Note, pursuant to which Streeterville agreed to release $2,000,000<br>of funds held in the DACA to repay the Company’s outstanding Bank of America loan. In connection with the amendment, the<br>Company agreed to pay Streeterville a $1,000,000<br>funds release fee. The Company and Streeterville further agreed to exchange $1,300,000<br>of the outstanding principal balance of the Note for a new convertible note (the “Convertible Note”). The transaction<br>was accounted for as a debt extinguishment and the Company recognized a loss on debt extinguishment of $747,461 during the nine<br>months ended September 30, 2025. The Convertible Note bears interest at 10% per annum and matures twenty-four months from issuance,<br>consistent with the original Note. At any time following 180 days from the issuance date, Streeterville may elect to convert all or<br>a portion of the outstanding principal and accrued interest into shares of the Company’s common stock at a 25%<br>discount to the five-day VWAP preceding the conversion date. The number of shares issuable upon conversion is subject to a<br>beneficial ownership limitation of 4.99%. The Company agreed to reserve a sufficient number of shares of common stock to satisfy<br>future conversion obligations. As of September 30, 2025, the aggregate principal balance due to Streeterville, including accrued<br>fees and the Convertible Note, totaled approximately $6.4<br>million, of which $1.3<br>million was represented by the Convertible Note. | 6,590,486 | - |
| 25 |
| --- | | On<br> July 7, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which 1800 Diagonal made a<br> loan to the Company, evidenced by a promissory note in the principal amount of $296,700<br> (the “1800 Note”). An original issue discount of $38,700<br> and fees of $8,000<br> were applied on the issuance date, resulting in net loan proceeds to the Company of $250,000.<br> Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in ten payments, with the first<br> payment of $229,015.15<br> due on January 15, 2026, and remaining nine payments of $13,701.76<br> on the fifteenth day of each month thereafter (a total payback to 1800 of $352,331).<br> Upon the occurrence and during the continuation of any Event of Default, the 1800 Note shall become immediately due and payable and<br> the Company will be obligated to pay to 1800 Diagonal, in full satisfaction of its obligations, an amount equal to 150% times the<br> sum of (w) the then outstanding principal amount of the 1800 Note plus (x) accrued and unpaid interest on the unpaid principal<br> amount of the 1800 Note to the date of payment plus (y) default interest, if any, at the rate of 22%<br> per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to 1800 pursuant to the conversion rights<br> referenced below. Only upon an occurrence of an event of default under the 1800 Note, 1800 Diagonal may convert the outstanding<br> unpaid principal amount of the 1800 Note into restricted shares of common stock of the Company at a discount of 25% of the market<br> price. 1800 Diagonal agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There<br> are no warrants or other derivatives attached to the 1800 Note. The Company agreed to reserve a number of shares of common stock<br> equal to four times the number of shares of common stock which may be issuable upon conversion of the 1800 Note at all<br> times. | 296,700 | - | | --- | --- | --- | | On July 7, 2025, the Company entered into<br> a Securities Purchase Agreement with Boot Capital LLC, an accredited investor (“Boot”), pursuant to which Boot made a<br> loan to the Company, evidenced by a promissory note in the principal amount of $57,500 (the “Boot Note”). An original<br> issue discount of $7,500 was applied on the issuance date, resulting in net loan proceeds to the Company of $50,000. Accrued, unpaid<br> interest and outstanding principal, subject to adjustment, is required to be paid in ten payments, with the first payment of $44,382.65<br> due on January 15, 2026, and remaining nine payments of $2,655.38 on the fifteenth day of each month thereafter (a total payback<br> to Boot of $68,281.00). Upon the occurrence and during the continuation of any Event of Default, the Boot Note shall become<br> immediately due and payable and the Company will be obligated to pay to Boot, in full satisfaction of its obligations, an amount<br> equal to 150% times the sum of (w) the then outstanding principal amount of the Boot Note plus (x) accrued and unpaid interest on<br> the unpaid principal amount of the Boot Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum<br> on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to Boot. Only upon an occurrence of an event of default<br> under the Boot Note, Boot may convert the outstanding unpaid principal amount of the Boot Note into restricted shares of common stock<br> of the Company at a discount of 25% of the market price. Boot agreed to limit the amount of stock received to less than 4.99% of<br> the total outstanding common stock. There are no warrants or other derivatives attached to the Boot Note. The Company agreed to reserve<br> a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion<br> of the Boot Note at all times. | 57,500 | - |
| 26 |
| --- | | On July 31, 2025, the Company<br> entered into a Securities Purchase Agreement with Horberg, pursuant to which Horberg purchased a Promissory Note with a principal<br> amount of 500,000 for gross proceeds of 450,000, reflecting a 10% original issue discount. The Note bears interest at a rate of<br> 12% per annum, payable on the maturity date, which is six months from the date of issuance (January 31, 2026). The Company may prepay<br> the Note at any time without penalty. The proceeds were used for general working capital purposes. | 500,000 | | | - | | | --- | --- | --- | --- | --- | --- | | On August 25, 2025, the Company entered<br> into a note agreement with 1800 Diagonal for a principal amount of 152,950, resulting in net proceeds of 125,000 after accounting<br> for a 19,950 original issue discount and 8,000 in fees. The loan terms include a repayment schedule totaling 181,637, with the<br> first payment of 118,064.05 due on February 28, 2026, followed by monthly payments of 7,063.67 and a final payment of 7,063.59<br> on November 30, 2026. In the event of default, the outstanding balance becomes immediately due, with an additional 22% annual interest<br> and potential conversion rights into common stock at a 25% discount, subject to a 4.99% ownership cap. | 152,950 | | | - | | | The Company entered<br> into a Membership Interest Purchase Agreement (“MIPA”) on September 15, 2025, to acquire all of the outstanding membership<br> interests in 218 LLC, whose sole asset is a 20,829 square foot commercial retail building located at 218 3rd Avenue North, Nashville,<br> Tennessee, for a total purchase price of 14.1 million. The purchase price is payable over twelve months, including the issuance<br> of 280,000 shares of Series D Convertible Preferred Stock valued at 2.1 million for 30% of the membership interests, three non-refundable<br> cash installments of 100,000 each to acquire an additional 3% of membership interests, and a 12-month promissory note of 11.7 million<br> bearing 6% interest. The Seller may convert portions of principal and interest under the note into Series D Convertible Preferred<br> Stock and subsequently into common stock, subject to a 4.99% beneficial ownership limitation, with each conversion acquiring an additional<br> 1% ownership interest in 218 LLC. | 11,700,000 | | | - | | | Less: note discount<br> and fees | (725,362 | ) | | (148,492 | ) | | Total recorded as a<br> current liability | 19,200,733 | | $ | 4,938,465 | |
All values are in US Dollars.
Accrued
interest was approximately $0.1 million and $1.3 million as of September 30, 2025 and December 31, 2024.
For
the three and nine months ended September 30, 2025, the Company recognized a net loss on debt extinguishment totaling $466,811 and $12,784,596, respectively, for various working capital loan arrangements. Because the loss on debt extinguishment represents a non-recurring measurement based on the fair value of financial instruments exchanged by the Company in settling such obligations, the following summarizes the approximate fair value of instruments issued by the Company as of the settlement dates:
SCHEDULE
OF FAIR VALUE MEASUREMENT
| Description | Fair<br> Value | (Level<br> 1) | (Level<br> 2) | (Level<br> 3) | ||||
|---|---|---|---|---|---|---|---|---|
| Common stock | $ | 12,784,596 | $ | 5,041,846 | $ | 7,742,750 | $ | - |
Level 2 fair value measurements in the table above were primarily measured through the Company’s publicly traded common stock price, which is an observable input in determining fair value.
NOTE
12 – INTANGIBLE ASSETS
As
of September 30, 2025 and December 31, 2024, the Company had intangible assets, representing a trade name subject to amortization over a 10-year life, of $412,500 and $450,000, respectively, directly related to the 2022 acquisition of the Champion Entities. Annual amortization expense related to trade name approximates $50,000.
| 27 |
| --- |
The Company will review its trade name intangible asset for impairment periodically (based on indicators of impairment) and determine whether impairment is to be recognized within its consolidated statement of operations. No impairment charge was recognized during the three and nine months ended September 30, 2025 and 2024.
NOTE
13 – SHARE CAPITAL
The
Company is authorized to issue 600,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The 10,000,000 shares of $0.001 par value preferred stock were comprised of 150,000 shares authorized and 123,412 shares issued and outstanding of its Series A convertible preferred stock at September 30, 2025 and December 31, 2024, 350,000 shares authorized and 75,000 shares issued and outstanding of its Series B convertible preferred stock at September 30, 2025 and December 31, 2024, 3,100,000 shares authorized and 0 shares issued and outstanding of its Series C convertible preferred stock at September 30, 2025 and December 31, 2024, 3,000,000 shares authorized and 916,418 and 198,444 shares issued and outstanding of its Series D convertible preferred stock at September 30, 2025 and December 31, 2024, respectively and 10,000 shares authorized and 2,000 and 0 issued and outstanding of its Series E preferred stock at September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, there were 528,937 and 3,826 shares of common stock issued and outstanding, respectively.
The share numbers and pricing information in this report have been adjusted to reflect the effects of the following reverse stock splits, which occurred during 2024 and 2025:
| ● | On<br> October 2, 2024, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-9. |
|---|---|
| ● | On<br> March 31, 2025, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-25. |
| ● | On<br> October 3, 2025, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of 1-for-20. |
Silverback Conversions
During
the nine months ended September 30, 2025, the Company issued 51,837 shares of common stock to Silverback Capital Corporation (“SCC”), representing total accounts payable settlements of $4.1 million, resulting in a loss on conversion of $2.6 million.
In
April 2025, the Company completed a series of stock conversions with SCC pursuant to the terms of existing convertible instruments. During this period, Silverback converted a significant portion of its holdings into shares of the Company’s common stock. In August 2025, the Company and SCC mutually agreed to terminate the settlement agreement, which left outstanding approximately $790,000 in accounts payable. The Company paid $15,000 for SCC’s legal fees in conjunction with the termination.
Debt to Equity Conversions
The
conversions occurred over multiple tranches throughout April 2025, during which the Company’s stock price experienced substantial volatility. The trading price of the Company’s common stock ranged from a low of approximately $1.42 to a high of $19.50 during the month. The Company recognized a significant loss on extinguishment of debt of $12.3 million due to the volatility of the Company’s common stock price.
Shares Issuances
On
January 10, 2025, the Company entered into two six-month promissory notes with accredited investors in the principal amounts of $617,100 and $123,420. An original issue discount of $117,100 and $23,420 was applied on the issuance date and was paid through the issuance of 15,613 and 3,123 shares of the Company’s Series D Convertible Preferred Stock, resulting in net loan proceeds to the Company of $500,000 and $100,000.
On
January 10, 2025, the Company authorized the issuance of 110 shares of common stock to a consultant pursuant to the terms of an amendment to a current consulting agreement.
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On
January 14, 2025, the Company authorized the issuance of 43,335 shares of Series D Convertible Preferred Stock to seven service providers to the Company and its subsidiaries.
On
February 10, 2025, the Company authorized the issuance of 884 shares of common stock to an accredited investor upon the conversion of 88,334 shares of Series D Convertible Preferred Stock.
On
February 10, 2025, the Company authorized the issuance of 124 shares of common stock, valued at $75,000, to a lender for a fee related to a financing agreement.
On
February 27, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a second closing notice for the exchange of $55,000 of assigned note portion for 259 shares of the Company’s common stock.
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 of assigned note portion for 282 shares of the Company’s common stock.
On
March 5, 2025, the Company authorized the issuance of 400 shares of common stock to an accredited investor upon the conversion of $64,950 due under a promissory note dated September 4, 2024.On March 5, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fourth closing notice for the exchange of $55,000 of assigned note portion for 8417 shares of the Company’s common stock.
On
March 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifth closing notice for the exchange of $50,000 of assigned note portion for 437 shares of the Company’s common stock.
On
March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a sixth closing notice for the exchange of $50,000 of assigned note portion for 437 shares of the Company’s common stock.
On
March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventh closing notice for the exchange of $50,000 of assigned note portion for 437 shares of the Company’s common stock.
On
March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company an eighth closing notice for the exchange of $50,000 of assigned note portion for 437 shares of the Company’s common stock.
On
March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a nineth closing notice for the exchange of $65,000 of assigned note portion for 567 shares of the Company’s common stock.
On
March 13, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a tenth closing notice for the exchange of $50,000 of assigned note portion for 615 shares of the Company’s common stock.
On
March 17, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company an eleventh closing notice for the exchange of $50,000 of assigned note portion for 615 shares of the Company’s common stock.
On
March 18, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twelfth closing notice for the exchange of $50,000 of assigned note portion for 661 shares of the Company’s common stock.
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On
March 19, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a thirteenth closing notice for the exchange of $50,000 of assigned note portion for 661 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a fourteenth closing notice for the exchange of $50,000 of assigned note portion for 777 shares of the Company’s common stock.
On
March 24, 2025, the 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 $35,000 of assigned note portion for 844 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a sixteenth closing notice for the exchange of $35,000 of assigned note portion for 844 shares of the Company’s common stock.
On
March 26, 2025, 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 notice for the exchange of $35,000 of assigned note portion for 934 shares of the Company’s common stock. On the same day, the Purchaser sent the Company an eighteenth closing notice for the exchange of $35,000 of assigned note portion for 934 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a nineteenth closing notice for the exchange of $35,000 of assigned note portion for 934 shares of the Company’s common stock.
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 1,167 shares of the Company’s common stock.
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 1,163 shares of the Company’s common stock.
On
April 2, 2025, SCC requested the issuance of 1,700 shares of Common Stock to SCC, representing a payment of approximately $28,050.
On
April 2, 2025, SCC requested the issuance of 1,750 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 (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 140 shares of Common Stock as a settlement fee.
On
April 3, 2025, SCC requested the issuance of 1,800 shares of Common Stock to SCC, representing a payment of approximately $29,700.
On
April 4, 2025, SCC requested the issuance of 1,598 shares of Common Stock to SCC, representing a payment of approximately $26,364.
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 4,394 shares of the Company’s common stock. The shares under this request were never issued and on April 9, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a revised twenty-third closing notice for the exchange of $99,000 of assigned note portion for 5,039 shares of the Company’s common stock.
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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 36,232 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 36,232 shares of common stock and short-term series B warrants to purchase up to 108,696 shares of common stock at a purchase price of $69 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 for a total of $2.5 million. The series A warrants and the short-term series B warrants will have an exercise price of $59 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 closed on April 8, 2025.
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 3,637 shares of the Company’s common stock. The shares under this request were never issued and on April 9, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a revised twenty-fourth closing notice for the exchange of $50,000 of assigned note portion for 2,545 shares of the Company’s common stock.
On
April 8, 2025, Coventry Enterprises converted a portion of their debt into 1,000 shares of common stock.
On
April 9, 2025, Coventry Enterprises converted a portion of their debt into 1,350 shares of common stock.
On
April 9, 2025, Coventry Enterprises converted a portion of their debt into 2,455 shares of common stock.
On
April 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 2,455 shares of common stock.
On
April 10, 2025, Coventry Enterprises converted a portion of their debt into 3,050 shares of common stock.
On
April 10, 2025, Coventry Enterprises converted a portion of their debt into 1,000 shares of common stock.
On
April 10, 2025, Coventry Enterprises converted a portion of their debt into 1,250 shares of common stock.
On
April 10, 2025, the Company authorized the issuance of 2,503 shares of common stock to an accredited investor upon the conversion of 10,010 shares of Series D Convertible Preferred Stock.
On
April 10, 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-fifth closing notice for the exchange of $66,023 of assigned note portion for 1,578 shares of the Company’s common stock. On the same day, the Purchaser sent the Company a twenty-sixth closing notice for the exchange of $26,192 of assigned note portion for 626 shares of the Company’s common stock. This last closing notice repaid all the note balances currently due.
On
April 11, 2025, Coventry Enterprises converted a portion of their debt into 4,800 shares of common stock.
On
April 13, 2025, the Company received a conversion notice from a current noteholder, whereby the noteholder converted all $107,500 of the amount owed under its OID Note dated January 10, 2025 into 14,333 shares of Series D Convertible Preferred Stock.
On
April 14, 2025, the Company authorized the issuance of 4,122 shares of common stock, valued at $11.60 per share, to a financier pursuant to the terms of a settlement and conversion agreement.
On
April 14, 2025, the Company authorized the issuance of 3,630 shares of common stock, valued at $11.60 per share, to a lender pursuant to the terms of a settlement and conversion agreement.
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On
April 14, 2025, Coventry Enterprises converted a portion of their debt into 4,750 shares of common stock.
On
April 15, 2025, SCC requested the issuance of 1,260 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $105,651, plus 140 shares of Common Stock as a settlement fee (a total of 1,400 shares of Common Stock).
On
April 16, 2025, SCC requested the issuance of 4,650 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $406,015.
On
April 23, 2025, SCC requested the issuance of 4,750 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $277,400.
On
April 24, 2025, SCC requested the issuance of 10,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $584,000.
On
April 24, 2025, SCC requested the second issuance of 10,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a second payment of approximately $584,000.
On
April 25, 2025, SCC requested the issuance of 11,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $642,400.
On
April 28, 2025, SCC requested the issuance of 12,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $700,800.
On
May 6, 2025, SCC requested the issuance of 12,250 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $715,400.
On
May 6, 2025, 1800 Diagonal Lending converted a portion of their debt into 1,934 shares of common stock.
On
May 30, 2025, a lender, pursuant to an OID Note dated November 11, 2024, converted $131,910 of the OID Note into 5,000 shares of the Company’s common stock. Further, on June 3, 3025, the lender converted the remaining $214,487 balance of the OID Note, including interest, into 9,247 shares of the Company’s common stock.
On
June 30, 2025, a lender, pursuant to an OID Note dated December 13, 2024, converted $12,317.97 of interest owed on the OID Note into 590 shares of the Company’s common stock. Further, on July 9, 2025, the lender converted the remaining $150,554.76 balance of the OID Note, including interest, into 8,000 shares of the Company’s common stock.
On
July 12, 2025, a holder of 60,000 shares of Series D Preferred Stock converted such shares into 15,000 shares of common stock at a conversion price per share of $1.50.
Effective
August 1, 2025, the Company entered into a 5-month strategic advisory agreement, pursuant to which the Company issued the advisor 4,000 shares of Series D Convertible Preferred Stock valued at $30,000.
On
August 1, 2025, the Company authorized the issuance of 175,0000 shares of common stock to Corey Lambrecht, the Company’s President/COO and a director, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
On
August 1, 2025, the Company authorized the issuance of 8,750 shares of common stock to Charles A. Ross, Jr., the Company’s CEO and chairman, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
On
August 11, 2025, 20,000 shares of Series D preferred stock were converted into 5,000 shares of common stock.
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On
August 13, 2025, 1800 Diagonal Lending converted a portion of their debt into 2,260 shares of common stock.
On
August 14, 2025, 1800 Diagonal Lending converted a portion of their debt into 1,978 shares of common stock.
On
August 15, 2025, the Company entered into an Exchange and Settlement Agreement with Agile Capital Funding, LLC, exchanging all amounts due under a loan agreement for 20,725 shares of common stock and a three-year pre-funded warrant to purchase 34,984 shares of common stock.
On
August 18, 2025, 1800 Diagonal Lending converted a portion of their debt into 2,029 shares of common stock.
On
August 19, 2025, the Company issued 21,308 shares of common stock and a pre-funded warrant for the purchase of 59,160 shares of common stock to Schmitty’s.
On
August 19, 2025, 1800 Diagonal Lending converted a portion of their debt into 1,440 shares of common stock.
On
August 21, 2025, 1800 Diagonal Lending converted a portion of their debt into 1,483 shares of common stock.
On
August 22, 2025, the Company issued 2,000 shares of Series E Preferred Stock in exchange for a portion of the purchased Damon Note.
On
August 25, 2025, the Company issued 1,626 shares of common stock and a pre-funded warrant for the purchase of 62,693 shares of common stock to the Seller as part of the acquisition of 218 3rd Avenue. This transaction was terminated in September 2025 and the shares of common stock are in process of being returned for cancellation and the pre-funded warrant was cancelled.
On
August 26, 2025, the Company entered into a Securities Exchange Agreement with Agile Capital Funding, LLC, exchanging all amounts due under a loan agreement for 20,725 shares of common stock and a three-year pre-funded warrant to purchase 34,984 shares of common stock.
On
September 5, 2025, 1800 Diagonal Lending converted a portion of their debt into 2,825 shares of common stock.
On
September 8, 2025, the Company received a subscription agreement for the purchase of 40,000 shares of Series D Convertible Preferred Stock at $7.50 per share for cash consideration of $300,000.
On
September 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 5,219 shares of common stock.
On
September 10, 2025, 1800 Diagonal Lending converted a portion of their debt into 3,755 shares of common stock.
On
September 15, 2025, the Company issued 280,000 shares of Series D Convertible Preferred Stock for the purchase of 30% of the outstanding membership interests in 218 LLC.
On
September 16, 2025, the Company issued 12,000 shares of Series D Convertible Preferred Stock to Carter, Terry & Company Inc. for partial payment of commissions owed on a recent financing.
On
September 25, 2025, the Company authorized the issuance of 8,750 shares of common stock to Corey Lambrecht, the Company’s President/COO and a director, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
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On
September 25, 2025, the Company authorized the issuance of 8,750 shares of common stock to Charles A. Ross, Jr., the Company’s CEO and chairman, upon the conversion of 350 shares of Series A Convertible Preferred Stock.
On
September 30, 2025, the Company issued 200,000 shares of Series D Convertible Preferred Stock to RAEK for the purchase of 3% of the membership interests in RAEK and 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued legal fees.
LTIP Shares
On
April 9, 2025, the Company registered an aggregate of 25,383 shares of common stock pursuant to the 2021 Long-Term Incentive Plan and the 2025 Stock Incentive Plan. No shares have been issued under the 2025 Stock Incentive Plan through September 30, 2025.
New Preferred Stock Series and Designations and Reg. A+ Offering
On
May 10, 2024, the Company’s board of directors approved the designation of a new Series D Convertible Preferred Stock (the “Series D Designation”). The Series D Designation was filed by the Company with the Secretary of State of Nevada on May 10, 2024, and designated 2,500,000 shares of Series D Preferred Stock, $0.001 par value per share. The Series D Preferred Stock has the following rights:
StatedValue. Each share of Series D Preferred Stock has an initial stated value of $7.50.
Conversionat Option of Holder. Each share of Series D Preferred Stock shall be convertible into shares of Common Stock at a fixed ratio of 1:5 (1 share of Series D Preferred Stock converts into 5 shares of Common Stock), at the option of the holder thereof, at any time following the issuance date of such share of Series D Preferred Stock at the Company’s office or any transfer agent for such stock. The conversion ratio shall not be adjusted for stock splits, stock dividends, recapitalizations or similar events.
ForcedConversion – If the closing price of the Company’s Common Stock during any ten consecutive trading day period has been at or above $2.25 per share (as adjusted for stock splits, stock dividends recapitalizations and similar events), then the Company shall have the right to require the holder of the Series D Preferred Stock to convert all, or any portion of, the shares of Series D Preferred Stock held by such holder for shares of Common Stock. If the Company elects to cause a forced conversion of the shares of Series D Preferred Stock, then it must simultaneously take the same action with respect to all of the other shares of Series D Preferred Stock then outstanding on a pro rata basis.
VotingRights. The Series D Preferred Stock has no voting rights relative to matters submitted to a vote of the Company’s stockholders (other than as required by law). The Company may not amend its articles of incorporation or the Series D Designation (whether by merger, consolidation, or otherwise) to materially and adversely change the rights, preferences or voting power of the Series D Preferred Stock without the affirmative vote of at least two-thirds of the votes entitled to be cast on such matter by holders of the Company’s outstanding shares of Series D Preferred Stock, voting together as a class.
Conversion of Revenue Interest Loan for Preferred Stock Series D and Potential Issuance of Common Stock Equivalents from the Conversion of Series D
On
May 13, 2024 the Company and the holder of one of the Revenue Interest Loans entered into a settlement and conversion agreement (“Securities Exchange Agreement”), whereby the Company issued 133,334 shares of Series D convertible preferred stock as full satisfaction for the revenue participation interest agreement or loan. The Series D convertible preferred stock was purchased at $7.50 per share. Total loan balance and premium payment for inducement for this Revenue Interest Loan on the date of settlement and conversion was $1,000,005. The Series D convertible preferred stock is convertible at the option of the holder into common stock of the Company at a fixed price per share of $1.50 per share.
The Securities Exchange Agreement is intended to be effected as an exchange of securities issued by the Company pursuant to Section 3(a)(9) of the Securities Act. For the purposes of Rule 144, the Company acknowledges that the holding period of the Securities Exchange Agreement (and upon conversion thereof, if any, into shares of the Company’s common stock) may be tacked onto the holding period of the Series D Preferred Stock received by the holder. The Company agrees not to take a position contrary to this unless required by regulatory authorities and their determination to the contrary.
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On
July 10, 2024, the Company entered into a separately negotiated Conversion Agreement (the “Conversion Agreement”) with the Series D convertible preferred stock holder, pursuant to which the holder agreed to convert the 133,334 shares of Series D convertible preferred stock it held into 111,608 shares of common stock, par value $0.001 per share, of the Company. The shares of common stock underlying the Series D convertible preferred stock was reduced and repriced from $30 per share to $8.96 per share (which this price represents the closing price for the Company’s common stock on NASDAQ for the day immediately preceding the date of the Conversion Agreement).
Refer to Note 8 – Notes Payable – Working Capital, for additional information regarding the settlement of debt liabilities through the issuances of Series D Preferred Stock, common stock, pre-funded warrants and convertible notes during the nine months ended September 30, 2025.
NOTE
14 – LEASES AND LEASED PREMISES
Rental Payments under Non-cancellable Operating Leases and Equipment Leases
The Company, through its purchase of Champion, acquired several long-term leases for two manufacturing facilities, three office spaces, five distribution centers, and five retail spaces. Four of its distribution centers also have retail operations for which it leases its facilities. Lease terms on the various spaces’ range from a month-to-month lease (30 days) to a long-term lease expiring in September of 2028.
Rent
expense for operating leases totaled approximately $40,000 and $104,000 for the three months ended September 30, 2025 and 2024, respectively. Rent expense for operating leases totaled approximately $145,000 and $336,000 for the nine months ended September 30, 2025 and 2024, respectively. These amounts are included in our consolidated statement of operations in Rental expense, warehousing, outlet expense and Administrative and other. Rental expense, warehousing, outlet expense is specific to warehousing and final manufacturing of our products.
The Company does not have any equipment leases whereby we finance this equipment needed for operations at competitive finance rates. New equipment to be financed in the near term, if necessary, may not be obtainable at competitive pricing with increasing interest rates.
Right of Use Assets and Lease Liabilities
Lease expense for operating leases consists of the lease payments plus any initial direct costs, net of lease incentives, and is recognized on a straight-line basis over the lease term.
The Company’s operating leases are comprised primarily of facility leases. and as such we have no finance leases for our vehicles or equipment currently at this time.
Balance sheet information related to our leases is presented below:
SCHEDULE OF BALANCE SHEET INFORMATION RELATED TO LEASES
| Balance Sheet location | September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|---|
| (Unaudited) | (Audited) | ||||
| Operating leases: | |||||
| Right-of-use lease assets | Right-of-use operating lease assets | $ | 2,438,653 | $ | 2,909,213 |
| Right-of-use lease liability, current | Other current liabilities | $ | 783,197 | $ | 661,857 |
| Right-of-use lease liability, long-term | Right-of-use operating lease liability | $ | 1,679,729 | $ | 2,372,190 |
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As of September 30, 2025, weighted-average remaining lease term and discount rate were as follows:
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES
| September 30, 2025 | |||
|---|---|---|---|
| Weighted Average Remaining Lease Term: | |||
| Operating leases | 3.1 years | ||
| Weighted Average Discount Rate: | |||
| Operating leases | 12.00 | % |
The minimum future annual payments under non-cancellable leases during the next five years and thereafter, at rates now in force, are as follows:
SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASE
| Operating leases | |||
|---|---|---|---|
| 2025 | $ | 264,159 | |
| 2026 | 1,016,618 | ||
| 2027 | 870,185 | ||
| 2028 | 520,241 | ||
| 2029 | 278,328 | ||
| Total future minimum lease payments, undiscounted | 2,949,531 | ||
| Less: Imputed interest | (486,605 | ) | |
| Present value of future minimum lease payments | $ | 2,462,926 |
NOTE
15 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
During the nine months ended September 30, 2025 and 2024, various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company. In the opinion of management, after consultation with legal counsel, resolution of any of these matters is not expected to have a material effect on the Company’s consolidated financial statements.
LibertySafe and Security Products, Inc.
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.
Bankof America
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 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<br> the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of<br> Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’<br> fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; |
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| --- | | ● | The<br> Company made a principal payment in the amount of $100,000 on the execution of the Forbearance Agreement; and | | --- | --- | | ● | Should<br> the Company fail to pay Bank of America all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses<br> and other amounts owing under the Credit Agreement and the Forbearance Agreement by close of business on June 30, 2025, the Company<br> may, upon an additional payment of $100,000 to Bank of America by close of business on July 1, 2025, extend the Forbearance Period<br> for an additional 30 days through and including July 31, 2025. The Company did not make the final payment of all amounts under the<br> Credit Agreement on July 31, 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 America 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 Bank of America loan is fully resolved, with no outstanding obligations remaining.
Contractual Obligations
The Company does not believe there are any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on the condensed consolidated financial statements. As of September 30, 2025 and December 31, 2024 there were no outstanding letters of credit issued during the normal course of business.
Nasdaq Compliance
As
previously disclosed, on February 19, 2025, the Company received a letter (the “Notification Letter”) from The Nasdaq Stock Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because the stockholders’ equity of the Company as of September 30, 2024, as reported in the 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 a Compliance Plan within the required time and amended it subsequently to provide additional information to Nasdaq.
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 a subsequent notice from Nasdaq citing continued non-compliance with the Rule due to insufficient stockholders’ equity. The Company requested a hearing before the Nasdaq Hearings Panel, which was held on September 30, 2025. On October 20, 2025, the Panel granted a conditional extension to continue the Company’s Nasdaq listing, requiring the Company to demonstrate compliance with the Stockholders’ Equity Requirement by November 15, 2025.
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In the event the Company fails to evidence compliance within the extension period, the Company will have the right to a hearing before Nasdaq’s Hearing Panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
Executive Employment Agreements and Independent Contractor Agreements
The Company has written employment agreements with various other executive officers. All payments made to its executive officers and significant outside service providers are analyzed and determined by the board of directors’ compensation committee; some payments made to independent contractors (or officer payments characterized as non-employee compensation) may be subject to backup withholding or general withholding of payroll taxes, may make the Company responsible for the withholding and remittance of those taxes. Generally outside service providers are responsible for their own withholding and payment of taxes. Certain state taxing authorities may otherwise disagree with that analysis and Company policy.
NOTE
16 – SEGMENT REPORTING
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance.
The Company views its operations and manages its business as one operating segment engaged in patriotic goods comprised of safes, soft goods, and beer. The Company’s Chief Executive Officer, as the CODM, regularly reviews the entity-wide financial and operational performance as a single unit. No financial information is disaggregated into separate lines of business. The CODM makes resource allocation and business process decisions regarding the overall level of resources available and how to best deploy the resources.
The single segment’s principal measure of segment profit and loss is consolidated revenue, gross margin, and total operating expenses. The CODM considers actual and forecasted numbers when evaluating performance.
NOTE
17 – SUBSEQUENT EVENTS
The Company evaluated all events that occurred after the balance sheet date of September 30, 2025, through the date the financial statements were issued and determined that there were the following subsequent events:
Horberg Enterprises Securities Purchase Agreement
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 $500,000 OID Note held by Horberg dated July 31, 2025, with the remaining $250,000 to be utilized for general working capital. Horberg agreed to limit the amount of common stock received upon conversion of the Series D Convertible Preferred Stock to less than 4.99% of the total outstanding common stock.
Sale/Issuance of Equity Securities
On
October 2, 2025, the Company received subscription agreements for the purchase of 35,000 shares of Series D Convertible Preferred Stock at $7.50 per share to six accredited investors for cash consideration of $262,500.
On
October 3, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock. On October 6, 2025, the same holder converted an additional 1,000 shares of Series D Convertible Preferred Stock into 5,000 shares of common stock.
On
October 3, 2025, five holders of shares of Series D Convertible Preferred Stock converted such shares into 111,368 shares of common stock.
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On
October 3, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 2,502 shares of common stock to twenty stockholders of record effected by the rounding.
On
October 6, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 70,709 shares of common stock.
On October 6, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 42 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.
On
October 7, 2025, three holders of shares of Series D Convertible Preferred Stock converted such shares into 76,675 shares of common stock.
On
October 8, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 80,860 shares of common stock.
On
October 8, 2025, Schmitty’s exercised 33,821 pre-funded warrants for the issuance of 33,821 shares of common stock.
On
October 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 25,005 shares of common stock.
On
October 10, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock.
On
October 10, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 140,220 shares of common stock.
On
October 13, 2025, 1800 Diagonal Lending converted a portion of their debt into 26,817 shares of common stock.
On
October 13, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 54,150 shares of common stock.
On
October 14, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 129,970 shares of common stock.
On
October 14, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 4,053,452 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.
On
October 15, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 43,595 shares of common stock.
On
October 16, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 8,000 shares of common stock.
On
October 22, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 62,500 shares of common stock.
On
October 24, 2025, a holder of shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock.
On
October 28, 2025, two holders of shares of Series D Convertible Preferred Stock converted such shares into 258,335 shares of common stock.
On November 4, 2025, a holder of 37,893 shares of Series D Convertible Preferred Stock converted such shares into
189,465 shares of common stock.
On November 6, 2025, SCC requested the
issuance of 180,754 shares of Common Stock to SCC, representing a payment of approximately $180,754.
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Reverse Stock Split
On October 3, 2025, the Company effectuated a 1-for-20 reverse stock split. On October 14, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 4,053,452 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding. Previously filed amounts have been adjusted to retrospectively reflect the effect of the reverse stock split.
1800 Diagonal Note
On
October 14, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (the “Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $183,280 (the “Note”). An original issue discount of $25,280 and fees of $8,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $158,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in fifteen payments as follows:
SCHEDULE
OF ACCRUED, UNPAID INTEREST AND OUTSTANDING PRINCIPAL, SUBJECT TO ADJUSTMENT PAYMENTS
| Payment Date | Amount<br> of Payment | |
|---|---|---|
| November 15, 2025 | $ | 20,000 |
| December 15, 2025 | 20,000 | |
| January 15, 2026 | 20,000 | |
| February 28, 2026 | 20,000 | |
| March 15, 2026 | 20,000 | |
| April 15, 2026 | 15,000 | |
| May 15, 2026 | 15,000 | |
| June 15, 2026 | 15,000 | |
| July 15, 2026 | 15,000 | |
| August 15, 2026 | 15,000 | |
| September 15, 2026 | 8,529 | |
| October 15, 2026 | 8,529 | |
| November 15, 2026 | 8,529 | |
| December 15, 2026 | 8,529 | |
| January 15, 2027 | 8,529 | |
| Total payback | $ | 217,645 |
| Amount<br> of Payment | $ | 217,645 |
Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Lender pursuant to the conversion rights referenced below.
Only upon an occurrence of an event of default under the Note, the Lender 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. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.
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Nasdaq Hearings Panel Decision
On October 20, 2025, the Company received a decision letter from the Nasdaq Hearings Panel granting the Company’s request to continue its listing on Nasdaq, subject to the condition that, on or before November 15, 2025, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”). This decision follows the Company’s hearing before the Panel on September 30, 2025, regarding its non-compliance with the Equity Rule.
Silverback Capital Agreement
On
October 28, 2025, the Company entered into a third 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 $6,228,853.99 (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 $1.00. The Company agreed to issue SCC 75,000 shares of Common Stock as a settlement fee.
FORWARD
LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (“Quarterly 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, but are not limited to, the following:
| ● | our<br> ability to maintain compliance with the continued listing standards of Nasdaq; |
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| ● | the<br> effect of new tariffs on our business and financial condition; |
| ● | we<br> consummated the purchase of our safe manufacturer and sales organizations, and future acquisitions and operations of new manufacturing<br> facilities and/or sales organizations might prove unsuccessful and could fail; |
| ● | risk<br> that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure<br> controls and procedures; |
| ● | our<br> failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further,<br> material adverse consequences to our business, our financial condition, results of operations and our cash flows; |
| ● | our<br> success depends on our ability to introduce new products that track customer preferences; |
| ● | if<br> we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to<br> protect our rights; |
| ● | as<br> a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage,<br> we depend on the availability and regulation of ammunition and firearm storage; |
| ● | as<br> we continue to integrate the purchase of our safe manufacturer and sales organization, any compromised operational capacity may affect<br> our ability to meet the demand for our safes, which in turn may affect our generation of revenue; |
| ● | shortages<br> of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming<br> our results of operations; |
| ● | we<br> do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce<br> our revenue and increase our costs; |
| ● | our<br> inability to effectively meet our short- and long-term obligations; |
| ● | given<br> our limited corporate history, it is difficult to evaluate our business and future prospects, and increases the risks associated<br> with an investment in our securities; |
| ● | our<br> inability to raise additional financing for working capital; |
| ● | our<br> ability to generate sufficient revenue in our targeted markets to support operations; |
| ● | significant<br> dilution resulting from our financing activities; |
| ● | the<br> actions and initiatives taken by both current and potential competitors; |
| ● | our<br> ability to diversify our operations; |
| ● | the<br> fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations,<br> and they may require management to make estimates about matters that are inherently uncertain; |
| ● | changes<br> in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; |
| ● | the<br> deterioration in general of global economic, market and political conditions; |
| ● | the<br> inability to efficiently manage our operations; |
| ● | the<br> inability to achieve future operating results; |
| ● | the<br> unavailability of funds for capital expenditures; |
| ● | the<br> inability of management to effectively implement our strategies and business plans; and |
| ● | the<br> other risks and uncertainties detailed in this report. |
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 Quarterly 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 Quarterly Report are made as of the date of this Quarterly Report and should be evaluated with consideration of any changes occurring after the date of this Quarterly 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 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, Inc., American Rebel Beverages, LLC, ARH Sub, LLC, Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC and Champion Safe De Mexico, S.A. de C.V. All references to “USD” or United States Dollar refer to the legal currency of the United States of America.
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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Financial Statements have been prepared in accordance with generally accepted accounting policies 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.
Descriptionof Our Business
Overview
We are boldly positioning ourselves as America’s Patriotic Brand. We have identified the market opportunity to design, manufacture, and market beverages and innovative concealed carry products and safes. We access our market uniquely through our positioning as America’s Patriotic Brand and the appeal of our products as well as through the profile and public persona of our 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.
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 Quarterly 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.
The Company operates primarily as a designer, manufacturer and marketer of beverages, branded safes and personal security and self-defense products. Additionally, the Company designs and produces branded apparel and accessories.
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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.
Our safes and personal security products are constructed primarily of U.S.-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.
To enhance the strength of our brand and drive product demand, we work with our 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.
We believe that safes are becoming a ‘must-have appliance’ in a significant portion of households. We believe our current safes provide safety, security, style and peace of mind at competitive prices.
In addition to branded safes, we offer an assortment of personal security products as well as apparel and accessories for men and women under the Company’s American Rebel brand. Our backpacks utilize what we believe is a distinctive sandwich-method concealment pocket, which we refer to as Personal Protection Pocket, to hold firearms in place securely and safely. The concealment pockets on our Freedom 2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure.
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 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 and e-commerce platforms such as Amazon.com.
American Rebel is boldly positioning itself as “America’s Patriotic Brand” in a time when national spirit and American values are being rekindled and redefined. American Rebel is an advocate for the 2nd Amendment and conveys a sense of responsibility to teach and preach good common practices of gun ownership. American Rebel products keep you concealed and safe inside and outside the home. American Rebel Safes protect your firearms and valuables from children, theft, fire and natural disasters inside the home; and American Rebel Concealed Carry Products provide quick and easy access to your firearm utilizing American Rebel’s Proprietary Protection Pocket in its backpacks and apparel outside the home. The initial company product releases embrace the “concealed carry lifestyle” with a focus on concealed carry products, apparel, personal security and defense. “There’s a growing need to know how to protect yourself, your family, your neighbors or even a room full of total strangers,” says Andy Ross. “That need is in the forethought of every product we design.”
The “concealed carry lifestyle” refers to a set of products and a set of ideas around the emotional decision to carry a gun everywhere you go. 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, Harley has come to symbolize freedom, rugged individualism, excitement and a sense of “bad boy rebellion.” American Rebel – America’s Patriotic Brand has significant potential for branded products as a lifestyle brand. Its innovative 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 such opportunity is American Rebel Light Lager. American Rebel Light Beer is “America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.” Management believes a significant opportunity exists to enter the $110+ billion-dollar beer industry with a premium domestic beer. Current distribution agreements are in place for the states of Kansas and Tennessee and portions of Ohio and Connecticut.
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AmericanRebel & Champion Safes
Keeping your guns in a location only appropriate trusted members of the household can access should be a top priorities for every responsible gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or damaged in a fire or natural disaster. Gun safes may seem pricy at first glance, but once the consumer is educated on their role to protect expensive firearms and other valuables such as jewelry and important documents, the price is justified.
Champion Safe Co. produces large floor safes in a variety of models and sizes as well as small portable keyed safes. Additional opportunities exist for us to develop Wall Safes and Handgun Boxes.
Reasonsgun owners should own a gun safe:
| ● | If<br> you are a gun owner and you have children, many states have a law in place that require you to store your gun locked in a safe, away<br> from children. This will prevent your children from getting the gun and hurting themselves or someone else. |
|---|---|
| ● | Some<br> states have a law in place that require you to keep your gun locked away when it is not in use, even if you don’t have children<br> in your home. California has a law that requires you to have your gun locked in a firearms safety device that is considered safe<br> by the California Department of Justice (DOJ). When you buy a safe, you should see if it has approval from the California DOJ. |
| ● | Many<br> gun owners own more guns than insurance will cover. Many insurance companies only cover $3,000 worth of guns. Are your weapons worth<br> more? If so, you should invest in a gun safe to make sure your guns are protected from fire, water, and thieves. |
| ● | Many<br> 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<br> insurance company is one that offers a discount for this. A safe can protect your guns and possibly save you money. |
| ● | Do<br> people know you own guns? You might not know that many burglaries are carried out by people they know. |
| ● | If<br> a person you know breaks into your home, steals your gun, and murders someone, you could be charged with a crime you didn’t<br> commit, or the victim’s family could sue you. |
| ● | Gun<br> 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<br> firearm or any other valuables from fire damage. |
| ● | You<br> 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<br> 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<br> it is not needed, it will be protected. |
A gun safe is 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. The gun safe industry is experiencing growth and innovation. 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.
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Below is a summary of the different safes we offer:
| i. | Large Safes – our current large model safe collection consists of six premium safes. All of our large safes share the same high-quality<br> workmanship, are constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and<br> reinforced door edges. Each of these safes provide up to 75 minutes of fire protection at 1200 degrees Fahrenheit. Our safes offer<br> a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the interior may have shelves<br> and the other side set up to accommodate long guns. There are optional additions such as Rifle Rod Kits and Handgun Hangers to increase<br> the storage capacity of the safe. These large safes offer greater capacity for secure storage and protection, and our safes are designed<br> to prevent unauthorized access, including in the event of an attempted theft, natural disaster or fire. We believe that a large,<br> highly visible safe acts as a deterrent to any prospective thief. |
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| ii. | Personal Safes – the safes in our compact safe collection are easy to operate and carry as they fit into briefcases, desks or under<br> vehicle seats. These personal safes meet Transportation Security Administration (“TSA”) airline firearm guidelines and<br> fit comfortably in luggage when required by travel regulations. |
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| iii. | Vault Doors – our U.S.-made vault doors combine style with theft and fire protection for a look that fits any decor. Newly-built,<br> higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault<br> rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders. Whether it’s in<br> the context of a safe room, a shelter, or a place to consolidate valuables, our American Rebel in- and out-swinging vault doors provide<br> maximum functionality to facilitate a secure vault room. American Rebel vault doors are constructed of 4 ½” double steel<br> plate thickness, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire<br> protection. Active boltworks, which is the locking mechanism that bolts the safe door closed so that it cannot be pried open and<br> three external hinges that support the weight of the door, are some of the features of the vault door. For safety and when the door<br> is used for a panic or safe room, a quick release lever is installed inside the door. |
UpcomingProduct Offerings
To further complement our diverse product offerings, we intend to introduce additional products throughout 2025. Below is a summary of potential upcoming product offerings:
Wall Safes – wall safes can be easily hidden and provide “free” storage space since they are able to be tucked into the space between your wall and studs.
Economy Safe Line – we are exploring enhancing our safe line through the introduction of entry level safes built in North America to compete with other safes imported from overseas.
Our results of operations and financial condition may be impacted positively and negatively by certain general macroeconomic and industry wide conditions
RecentDevelopments
MinorityInterest Agreements
During the three months ended September 30, 2025, we entered into multiple agreements to acquire minority ownership interests in certain entities.
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 426,155 shares of common stock and prefunded warrants to purchase an additional 1,183,191 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.
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On September 30, 2025, we entered into a Membership Interest Purchase Agreement with RAEK Data, LLC to acquire a minority membership interest in the entity. Pursuant to the agreement, we issued 200,000 shares of Series D Convertible Preferred Stock to RAEK Data, LLC in exchange for its ownership interest. The shares were issued at a stated value of $7.50 per share, resulting in an aggregate transaction value of $1,500,000. This transaction was accounted for as an equity acquisition, with the acquired noncontrolling interest recorded at fair value on the acquisition date. The acquisition provides the Company with additional operational influence.
2183^rd^ Avenue Asset Acquisition
On August 19, 2025, we entered into a Purchase and Sale 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 sale price of $14.1 million. On September 15, 2025, we entered into a mutual termination agreement of the Purchase Agreement. On the same day, we entered into a membership interest purchase agreement (the “MIPA”) to purchase all of the outstanding membership interests in 218 3^rd^ Avenue.
We have agreed to pay Seller $14,100,000, the appraised value of 218 3^rd^ 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 ($2,1000,000 in value), for the purchase of 30% of the outstanding membership interests in the Seller.
Further, we shall pay the Seller $300,000 of the purchase price in three non-refundable $100,000 installments; the first installment shall be payable 15 days following execution of the MIPA and shall purchase an additional 1% of the outstanding membership interests in the Seller; the second installment shall be payable 45 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller; and the third installment shall be payable 75 days following execution of the Agreement and shall purchase an additional 1% of the outstanding membership interests in the Seller.
In addition, we executed a 12-month, 6% per annum promissory note in the amount of the $11,700,000 payable to the Seller. Seller may, from time to time, convert a portion of principal and interest under the Note into tranches of 200,000 shares of the Company’s Series D Convertible Preferred Stock (valued at $1,500,000) and simultaneously convert such preferred stock into 1,000,000 shares of Common Stock and then sell such shares, or in other amounts that do not exceed a 4.99% beneficial ownership, and apply the proceeds towards the principal and interest of the Note. Each conversion shall purchase an additional 1% ownership interest in Seller. We agreed to issue to Seller an additional 18,800 shares of Series D Convertible Preferred Stock, valued at $141,000, as a convenience fee.
DamonNote 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.
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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.
Establishmentof American Rebel Beer
On August 9, 2023, we entered into a Master Brewing Agreement with 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 Beer launched regionally in 2024. We 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.
Expansioninto New Business Categories
ExpandingScope of Operations Activities by Offering Servicing Dispensaries and Brand Licensing
We continually seek to target new consumer segments for our safes. As we believe that safes are becoming a must-have household 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.
Further, we expect the cannabis dispensary industry to be a material growth segment for our business. Several cannabis dispensary operators have expressed interest in the opportunity to help them with their inventory locking needs. Cannabis dispensaries have various insurance requirements and local ordinances requiring them to secure their inventory when the dispensary is closed. Dispensary operators have been purchasing gun safes and independently taking out the inside themselves to allow them to store cannabis inventory. Recognizing what seems to be a growing need for cannabis dispensary operators, we have designed a safe tailor-made for the cannabis industry. American Rebel has a long list of dispensary operators, 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.
Further, 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 anticipate generating additional revenues from licensing fees earned from third parties who wish to engage the American Rebel community. 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 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 manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.
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Resultsof Operations
From inception through September 30, 2025, we have generated an accumulated deficit of $93,513,226. We expect to incur additional losses during fiscal year ending December 31, 2025, and beyond, principally as a result of our increased investment in inventory, manufacturing capacity, marketing and sales expenses, and other growth initiatives.
ThreeMonths Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Revenue(‘Sales’) and cost of goods sold (‘Cost of Sales’)
For the three months ended September 30, 2025, we reported Revenues of $1,877,518 compared to Revenues of $2,337,786 for the three months ended September 30, 2024. The decrease in Revenues of $460,268 (or (20%) period over period) for the current period compared to the three months ended September 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the three months ended September 30, 2025, we reported Cost of Goods Sold of $2,075,288 compared to Cost of Goods Sold of $2,835,763 for the three months ended September 30, 2024. The decrease in Cost of Goods Sold of $760,475 (or (27%) period over period) for the current period is primarily attributable to the decrease in revenue. For the three months ended September 30, 2025, we reported Gross Margin of $(197,770), compared to Gross Margin of $(497,977) for the three months ended September 30, 2024 and a Gross Margin percentage of (11%) for the three months ended September 30, 2025 compared to (21%)% for the three months ended September 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past year.
OperatingExpenses
Total operating expenses for the three months ended September 30, 2025 were $3,482,401 compared to $542,695 for the three months ended September 30, 2024 as further described below. Overall, we experienced a $2,939,706 increase in operating expenses period over period. This increase is primarily due to the large adjustment made to compensation expense – officers – deferred comp – related party made during the three months ended September 30, 2024 as a result of the 2023 and 2022 re-audits. There was also a slight increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.
For the three months ended September 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $903,397 compared to consulting/payroll and other costs (along with officer compensation) of $(1,932,565) for the three months ended September 30, 2024. The increase in consulting/payroll and other costs of $2,835,962 was due to the adjustment in the deferred compensation expense due to common stock equivalents on our Series A preferred stock as identified and corrected during the period ended September 30, 2024 upon finalization of the 2023 re-audit. We expects to try and maintain our consulting/payroll and other costs as we endeavor to further expand our sales volume.
For the three months ended September 30, 2025, we incurred rental expense, warehousing, outlet expense of $39,742, compared to rental expense, warehousing, outlet expense of $103,562 for the three months ended September 30, 2024. The decrease in rental expense, warehousing, outlet expense of $63,820 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.
For the three months ended September 30, 2025, we incurred product development expenses of $160,209 compared to product development expenses of $277,483 for the three months ended September 30, 2024. The decrease in product development expenses of $117,274 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.
For the three months ended September 30, 2025, we incurred marketing and brand development expenses of $739,976 compared to marketing and brand development expenses of $624,509 for the three months ended September 30, 2024. The increase in marketing and brand development expenses of $115,467 (or 42% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
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For the three months ended September 30, 2025, we incurred administrative and other expense of $1,602,039 compared to administrative and other expense of $1,414,889 for the three months ended September 30, 2024. The increase in administrative and other expense of $187,150 (or 13% period over period) relates directly to increased professional fees including accounting and legal fees.
For the three months ended September 30, 2025, we incurred depreciation and amortization expense of $37,038 compared to depreciation and amortization expense of $54,817 for the three months ended September 30, 2024. The increase primarily relates to amortization related to intangible assets.
Otherincome and expenses
For the three months ended September 30, 2025, we incurred interest expense of $329,231 compared to interest expense of $649,216 for the three months ended September 30, 2024. The decrease in interest expense of $319,985 is due to a significant number of notes we have entered into and subsequently converted or modified. For the three months ended September 30, 2025, we incurred a loss on debt extinguishment of $1,213,772 and loss on settlement of liability of $7,000 compared to a loss on debt extinguishment of $62,505 for the three months ended September 30, 2024. This is due to the increased amount of conversions of debt into equity in 2025 and the amended Streeterville loan payable.
NetLoss
Net loss for the three months ended September 30, 2025 amounted to $5,230,027, resulting in a loss per share of $(32.44), compared to a net loss of $1,747,957 for the three months ended September 30, 2024, resulting in a loss per share of $(3,032.24) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 is primarily due to a myriad of expenses that we incurred in the quarter, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as a significant loss on debt extinguishment.
NineMonths Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Revenue(‘Sales’) and cost of goods sold (‘Cost of Sales’)
For the nine months ended September 30, 2025, we reported Revenues of $7,231,439 compared to Revenues of $9,637,016 for the nine months ended September 30, 2024. The decrease in Revenues of $2,405,577 (or (25%) period over period) for the current period compared to the nine months ended September 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the nine months ended September 30, 2025, we reported Cost of Goods Sold of $7,171,528 compared to Cost of Goods Sold of $9,263,015 for the nine months ended September 30, 2024. The decrease in Cost of Goods Sold of $2,091,487 (or (23%) period over period) for the current period is primarily attributable to the decrease in revenue. For the nine months ended September 30, 2025, we reported Gross Margin of $59,911, compared to Gross Margin of $374,001 for the nine months ended September 30, 2024. The decrease in Gross Margin of $314,090 (or (84%) period over period) for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the nine months ended September 30, 2025 was 1% compared to 4% for the nine months ended September 30, 2024. In general, second amendment businesses have experienced a slowdown in sales volume during the past twelve months and this is in line with what we have experienced in our business.
OperatingExpenses
Total operating expenses for the nine months ended September 30, 2025 were $10,904,780 compared to $7,639,863 for the nine months ended September 30, 2024 as further described below. Overall, we experienced a $3,264,917 increase in operating expenses period over period. This increase is primarily due to an increase in administrative and other expenses due to increased accounting and legal fees and increased marketing and brand development costs.
For the nine months ended September 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $2,944,253 compared to consulting/payroll and other costs (along with officer compensation) of $1,967,639 for the nine months ended September 30, 2024. The increase in consulting/payroll and other costs of $(1,859,348) was due to merit increases and a change in the executive team. We expect to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.
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For the nine months ended September 30, 2025, we incurred rental expense, warehousing, outlet expense of $145,108, compared to rental expense, warehousing, outlet expense of $335,743 for the nine months ended September 30, 2024. The decrease in rental expense, warehousing, outlet expense of $190,635 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.
For the nine months ended September 30, 2025, we incurred product development expenses of $902,033 compared to product development expenses of $713,883 for the nine months ended September 30, 2024. The increase in product development expenses of $188,150 is due to the timing of development expenses in connection with the private label beer. We expect to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs.
For the nine months ended September 30, 2025, we incurred marketing and brand development expenses of $2,406,274 compared to marketing and brand development expenses of $1,189,219 for the nine months ended September 30, 2024. The increase in marketing and brand development expenses of $1,217,055 (or 102% period over period) relates primarily to market awareness efforts for American Rebel Beer as well as expenses associated with our Tony Stewart activities and general push forward on sales efforts.
For the nine months ended September 30, 2025, we incurred administrative and other expense of $4,397,199 compared to administrative and other expense of $3,323,566 for the nine months ended September 30, 2024. The increase in administrative and other expense of $1,073,633 (or 32% period over period) relates directly to increased professional fees including accounting and legal fees.
For the nine months ended September 30, 2025, we incurred depreciation and amortization expense of $109,913 compared to depreciation and amortization expense of $109,813 for the nine months ended September 30, 2025. Depreciation and amortization expense remained consistent, and we expect it to remain consistent.
Otherincome and expenses
For the nine months ended September 30, 2025, we incurred interest expense of $1,483,357 compared to interest expense of $2,128,357 for the nine months ended September 30, 2024 The decrease in interest expense of $645,000 is due to a significant number of notes we have entered into and subsequently converted or modified.
For the nine months ended September 30, 2025, we incurred a loss on debt extinguishment of $13,531,557 and loss on settlement of liability of $2,586,509 compared to a loss on extinguishment of debt of $312,505 for the nine months ended September 30, 2024. This is due to several additional conversions of debt into equity during the nine months ended September 30, 2025 as well as the amended Streeterville loan payable.
NetLoss
Net loss for the nine months ended September 30, 2025 amounted to $28,427,026, resulting in a loss per share of $(113.30), compared to a net loss of $9,702,239 for the nine months ended September 30, 2024, resulting in a loss per share of $(6,664.86) (adjusted for various reverse stock splits). The increase in the net loss for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 is primarily due to a myriad of expenses that we incurred, such as professional and legal fees, increased costs in marketing, and the softening of gross margin on sales as well as the significant loss on debt extinguishment as mentioned above.
Liquidityand Capital Resources
We are a company still in the growth and acquisition stage and our revenue from operations does not cover our operating expenses. Working capital decreased by $8,709,796 period over period where we had a working capital deficit of $(8,940,228) at December 31, 2024 compared to a working capital deficit balance of $(17,650,023) at September 30, 2025. This working capital decrease was due to increased expenses launching new products and slowing sales in its legacy business. We have funded our operations primarily through the issuance of capital stock, convertible debt, and other securities and will continue so into the near future and beyond.
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During the nine months ended September 30, 2025, we reduced anticipated cash outflows of $27.7 million through the issuance of common stock in exchange for settlement of our outstanding debt and payables.
As we continue with the launch of American Rebel Beer and continue to maintain the American Rebel branded safes and concealed carry product line, as well our Champion line of products, we expect to continue to devote significant resources in the areas of capital expenditures, marketing, sales, and operational expenditures. We may from time to time incur significant capital needs for these expenditures and for our business. We cannot fully predict what those needs will be and the impact to our business.
We expect to require additional funds to further develop our business and acquisition plan, including the launch of additional products in addition to aggressively marketing our safes and concealed carry product line. Since it is impossible to predict with certainty the timing and amount of funds required to establish profitability, we anticipate that we will 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 also 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.
PromissoryNotes – Working Capital
Over the past twelve months, we entered into various working capital notes with a total balance of $18,453,772 as of September 30, 2025. The promissory notes have various terms – refer to Note 10 of our consolidated financial statements for the specific terms of each promissory note.
CriticalAccounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure at the date of the financial statements and for the period then ended. On an ongoing basis, we evaluate the estimates used. We base our estimates on historical experience, current conditions and various other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates. Our critical accounting estimates include the following, which are listed in no particular order:
RevenueRecognition
In accordance with ASC 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) Identifythe performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligationsin 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.
FairValue of Financial Instruments
Fair value estimates are based upon certain market assumptions and pertinent information available to management. The respective carrying value of certain financial instruments approximates their fair values.
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.
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.
Item3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item4. Controls and Procedures
Evaluationof Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
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An evaluation was carried out under the supervision and with the participation of the Company’s management, including the CEO and Interim Principal Accounting Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the CEO and Interim Principal Accounting Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.
Management has concluded that there is a material weakness in internal control over financial reporting due to deficiencies in the design and operation of internal controls. The material weakness resulted in material adjustments to the financial statements included in the Original Form 10-K for the years ended December 31, 2023 and 2022, which were driven by the following: (1) inadequate management reviews, and (2) insufficient technical accounting competencies within the organization.
A material weakness is a deficiency, or a 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 would not be prevented or detected on a timely basis. As a result of the material weakness, our CEO and Interim Principal Accounting Officer have concluded that, as of September 30, 2025, the end of the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level.
Changesin Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the period ended September 30, 2025 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PartII: Other Information
Item1 - Legal Proceedings
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 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. The Company and its counsel has been working on a settlement to this matter; however, on September 30, 2025 the Company received a copy of an order granting motion for entry of default. The Company continues to work with Liberty in settling this matter and 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 previously disclosed in the Form 8-K filed on June 10, 2025, on May 30, 2025, Champion Safe Company, Inc. (the “Borrower”), a wholly-owned subsidiary of American Rebel Holdings, Inc. (the “Company”), entered into a Forbearance Agreement (the “Forbearance Agreement”) by and among the Borrower, the guarantors identified therein (collectively, the “Guarantors”), and Bank of America, N.A. (the “Bank”) under the line of credit, dated as of February 10, 2023, by and among the Borrower, the Guarantors, and the Bank (the “Credit Agreement”).
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Subject to the terms of the Forbearance Agreement, the Bank had agreed to forbear, until July 31, 2025, from exercising certain of their available remedies under the Credit Agreement with respect to or arising out of the Borrower’s failure to make payment on the outstanding principal amount of the Term Loan on the Expiration Date, as amended (as defined in the Credit Agreement) (the “Identified Default”).
As a result of the uncured Identified Default, the Bank filed a complaint against Borrower and Guarantors on March 21, 2025 in the Fourth Judicial District Court, in and for Utah County, Utah (Case No. 250401345) seeking no less than $1,906,742.88, plus outstanding and accruing attorneys’ fees, all pre and post- judgment interest, equitable relief in favor of Bank, and any other relief that the Court deemed just and proper (collectively, the “Litigation”).
Subject to the terms of the Forbearance Agreement, the Bank had agreed to abstain from pursuing its claims against Borrower and Guarantors in the Litigation through the Forbearance Period (defined below), provided that neither Borrower nor Guarantors breach any terms of the Forbearance Agreement. Further, the Borrower and Guarantors executed a Confession of Judgment and Verified Statement in connection with the Forbearance Agreement.
Bank agreed to forbear from exercising its rights and remedies under the Credit Agreement through the close of business on July 31, 2025 (the “Forbearance Period”) on the following terms and conditions:
● On the sooner to occur of (i) July 31, 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; and
● Champion made a principal payment in the amount of $100,000.00 on the execution of the Forbearance Agreement and an additional $100,000 on June 30, 2025, which extended the original Forbearance Period from June 30, 2025 to July 31, 2025.
Champion did not make the final payment of all amounts owed under the Credit Agreement on July 31, 2025. As of July 25, 2025, the Bank issued a payoff statement showing:
| 1. | Principal<br> Balance | $1,642,129.00 |
|---|---|---|
| 2. | Interest | $58,403.91 |
| 3. | Default<br> Interest | $94,352.56 |
| 4. | Legal<br> Fees | $28,046.95<br> (which increased to $36,129.04 by July 31, 2025) |
Total due to the Bank as of July 31, 2025 was $1,831,014.51 and accrues interest at the rate of $570.23 per day afterwards. This does not include any additional fees, expenses, penalties or costs.
On September 15, 2025, Bank of America was repaid the $1,860,955.45 owed under the line of credit. Bank of America dismissed the lawsuit and filed a UCC-3 termination and release of all collateral under the line of credit. This matter is now fully resolved, with no outstanding obligations remaining.
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.
Item1a – Risk Factors
Factors that could cause or contribute to differences in our future financial and operating results include those discussed in the risk factors set forth in Item 1A of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2024. These risks are not the only risks that we face. Additional risks not presently known to us or that we do not currently consider significant may also have an adverse effect on the Company. If any of the risks actually occur, our business, results of operations, cash flows or financial condition could suffer.
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Item2 - Unregistered Sales of Equity Securities
On July 12, 2025, a holder of shares of Series D Preferred Stock converted such shares into 15,000 shares of common stock at a conversion price per share of $30.
Effective August 1, 2025, the Company entered into a 5-month strategic advisory agreement, pursuant to which the Company issued the advisor 4,000 shares of Series D Convertible Preferred Stock valued at $30,000.
On August 1, 2025, the Company authorized the issuance of 8,750 shares of common stock to Corey Lambrecht, the Company’s President/COO and a director, upon the conversion of shares of Series A Convertible Preferred Stock.
On August 1, 2025, the Company authorized the issuance of 8,750 shares of common stock to Charles A. Ross, Jr., the Company’s CEO and chairman, upon the conversion of shares of Series A Convertible Preferred Stock.
On August 11, 2025, a holder of shares of Series D Preferred Stock converted such shares into 2,500 shares of common stock at a conversion price per share of $30.
On August 11, 2025, a holder of 10,000 shares of Series D Preferred Stock converted such shares into 50,000 shares of common stock at a conversion price per share of $30.
Between August 13 and August 21, 2025, the Company issued an aggregate of 10,765 shares of common stock to a lender in connection with the conversion of a promissory note originally entered into on February 10, 2025.
On August 13, 2025, 1800 Diagonal Lending converted a portion of their debt into 45,198 shares of common stock.
On August 14, 2025, 1800 Diagonal Lending converted a portion of their debt into 39,548 shares of common stock.
On August 18, 2025, 1800 Diagonal Lending converted a portion of their debt into 40,579 shares of common stock.
On August 18, 2025, the Company authorized the issuance of the 20,725 shares of common stock and 34,984 shares of common stock underlying Prefunded Warrants.
On August 19, 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 August 18, 2025 through June 30, 2027.
On August 19, 2025, 1800 Diagonal Lending converted a portion of their debt into 38,261 shares of common stock.
On August 21, 2025, 1800 Diagonal Lending converted a portion of their debt into 51,696 shares of common stock.
On August 22, 2025, the Company authorized the issuance of 2,000 shares of Series E Preferred Stock in exchange for a note purchase agreement.
On September 3, 2025, the Company authorized the issuance of 6,667 shares of Series D Convertible Preferred Stock to Eventus Advisory Group LLC for accrued fees of $50,000 and 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued fees of $150,000.
On September 4, 2025, the Company issued 25,000 shares of common stock to FMW Media Services pursuant to the terms of a Consulting Services Agreement dated August 28, 2025.
Between September 5 and September 10, 2025, the Company issued an aggregate of 11,798 shares of common stock to a lender in connection with the conversion of a promissory note originally entered into on March 3, 2025.
On September 5, 2025, 1800 Diagonal Lending converted a portion of their debt into 56,497 shares of common stock.
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On September 7, 2025, the Company authorized the issuance of 24,000 shares of Series D Convertible Preferred Stock to MZ Digital, LLC for accrued fees of $150,000 and 4,000 shares of Series D Convertible Preferred Stock for an invoice dated July 23, 2025.
On September 8, 2025, the Company received a subscription agreement for the purchase of 40,000 shares of Series D Convertible Preferred Stock at $7.50 per share to an accredited investor for cash consideration of $300,000.
On September 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 104,362 shares of common stock.
On September 10, 2025, 1800 Diagonal Lending converted a portion of their debt into 75,097 shares of common stock.
On September 10, 2025, the Company issued a lender a two year warrant to purchase up to 225,000 shares of Series D Convertible Preferred Stock at $7.50 per share.
On September 15, 2025, the Company issued 280,000 shares of Series D Convertible Preferred Stock for the purchase of 30% of the outstanding membership interests in a private limited liability company and 18,800 shares of Series D Convertible Preferred Stock for the commitment fee to the seller.
On September 16, 2025, the Company issued 12,000 shares of Series D Convertible Preferred Stock, valued at $90,000, to Carter, Terry & Company Inc. (“Carter Terry”) for partial payment of commissions owed on a recent financing completed by the Company. The Company agreed to register the shares of common stock underlying conversion of the Series D Preferred Shares within thirty (30) calendar days. At any time prior to the registration of the Series D Preferred Shares, the Company may elect, in its sole discretion, to satisfy the $90,000 fee obligation in cash, payable directly to Carter Terry.
On September 25, 2025, the Company authorized the issuance of 8,750 shares of common stock to Charles A. Ross, Jr., the Company’s Chairman and CEO, upon the conversion of shares of Series A Convertible Preferred Stock.
On September 25, 2025, the Company authorized the issuance of 8,750 shares of common stock to Corey Lambrecht, the Company’s President, COO and a director, upon the conversion of shares of Series A Convertible Preferred Stock.
On September 30, 2025, the Company authorized the issuance of the 200,000 shares of Series D Convertible Preferred Stock to RAEK Data, LLC for the acquisition of membership interests valued at $1,500,000.
On September 30, 2025, the Company authorized the issuance of 20,000 shares of Series D Convertible Preferred Stock to DeMint Law, PLLC for accrued fees in the amount of $150,000.
On September 30, 2025, the Company received two subscription agreements for the purchase of 70,000 shares of Series D Convertible Preferred Stock at $7.50 per share to two accredited investors for cash consideration of $525,000.
SubsequentIssuances after Quarter-End
On October 2, 2025, the Company authorized the issuance of 100,000 shares of Series D Convertible Preferred Stock for $750,000 pursuant to a securities purchase agreement.
On October 2, 2025, the Company received subscription agreements for the purchase of 35,000 shares of Series D Convertible Preferred Stock at $7.50 per share to six accredited investors for cash consideration of $262,500.
On October 3, 2025, the Company effectuated a 1-for-20 reverse stock split. On October 3, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 2,502 shares of common stock to twenty stockholders of record effected by the rounding. On October 14, 2025, in connection with the round lot share rounding associated with the reverse stock split, the Company issued 4,053,452 shares of common stock to CEDE & Co. for distribution to stockholders effected by the rounding.
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On October 3, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock. On October 6, 2025, the same holder converted an additional 1,000 shares of Series D Convertible Preferred Stock into 5,000 shares of common stock.
On October 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 25,005 shares of common stock.
On October 10, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock.
On October 13, 2025, 1800 Diagonal Lending converted a portion of their debt into 26,817 shares of common stock.
On October 22, 2025, a holder of 12,500 shares of Series D Convertible Preferred Stock converted such shares into 62,500 shares of common stock.
On October 24, 2025, a holder of 5,000 shares of Series D Convertible Preferred Stock converted such shares into 25,000 shares of common stock. On October 28, 2025, the same holder converted an additional 5,000 shares of Series D Convertible Preferred Stock into 25,000 shares of common stock.
On November 6, 2025, SCC requested the issuance of 180,754 shares of Common Stock to SCC, representing a payment of approximately $180,754.
All of the above-described issuances (if any) were exempt from registration pursuant to Section 4(a)(2), Section 3(a)(9), Section 3(a)(10) 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 therefrom.
IssuerPurchases of Equity Securities
We did not repurchase any of our equity securities during the quarter ended September 30, 2025.
Item3 – Defaults upon Senior Securities
The Company is in the growth and acquisition stage and, accordingly, has not yet reached profitability 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 product development, branding, inventory buildup and product launch. As a result, the Company has continued to incur significant net losses from operations and cash flow difficulties. The Company’s accumulated deficit was ($92,987,390) as of September 30, 2025 and ($65,086,200) as of December 31, 2024. The Company has experienced cash flow restraints and has missed payments due under several financing agreements. To date, the majority of lenders have been working with the Company towards amenable solutions to remedy any issues related to such agreements.
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. The Company had previously had an effective Reg. A+ offering seeking to raise approximately $20.0 million; however, due to the termination of its prior PCAOB accountants and the requirement to re-audit its financial statements for the past two years for inclusion in the Reg. A+ offering documents the Company is unable to access any capital under the offering and the offering expired. The Company anticipates filing a new Reg. A+ offering in 2025.
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. Most of the Company’s current debt instruments are charging high interest rates. These interest payments and/or premium repayments and prepayments may make it difficult for it to enter into new debt agreements. 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.
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Item4 – Mine Safety Disclosures
Not applicable.
Item5 – Other Information
On July 31, 2025, the Company entered into a two-year promissory notes with an accredited investor (the “Lender”) in the gross principal amount of $500,000 (the “Note”). An original issue discount of $75,000 and guaranteed interest of $75,000 was applied on the issuance date, resulting in net loan proceeds to the Company of $350,000, which were received on August 8, 2025. The Notes are required to be paid in one lump sum payment of $500,000 on or before July 31, 2027. In addition, on the 150th day after the issuance date of the Note, the Company shall pay the Lender a monitoring fee of $10,000.00.
Proceeds from the Note is intended to be utilized to support the Company’s ongoing refinancing efforts with Bank of America. Specifically, the Borrower intends to apply such proceeds toward extending the existing forbearance agreement with Bank of America through December 31, 2026, or such other date as may be mutually agreed upon between the Company and Bank of America. In the event the Company successfully negotiates a continued forbearance or full satisfaction of its obligations with Bank of America, any remaining available net proceeds shall be used for general corporate purposes, including but not limited to working capital, operational expansion, and strategic initiatives aligned with the Company’s business objectives.
Minor Default shall mean a specific type of default under the Note that occurs solely as a result of the Company’s failure to pay the monitoring fee when due, and such failure remains uncured for a period of thirty (30) calendar days following the due date. A Minor Default shall trigger acceleration of the Note, but the total amount due and payable shall be equal to one hundred five percent (105%) of the outstanding Principal amount of the Note, plus any accrued and unpaid Interest and fees, if any, as of the date of acceleration.
Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 130% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender pursuant to the conversion rights referenced below.
At any time after one hundred eighty days of the issuance date of the Note, upon five (5) business days’ written notice to Lender, the Company has the option of prepaying the outstanding principal amount of the Note, in whole or in part, by paying to the Lender a sum of money equal to one hundred thirty-five percent (135%) of the principal amount to be redeemed, together with any and all other sums due, accrued or payable to the Lender arising under the Note.
At any time after one hundred eighty days of the issuance date of the Note, the Company and the Lender may mutually agree to allow the Lender to convert the outstanding unpaid principal amount of the Note into restricted shares of Series D Convertible Preferred Stock of the Company at $7.50 per share (each share of Series D Convertible Preferred Stock in convertible into five shares of common stock). The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock into which the Series D Convertible Preferred Stock is convertible into. There are no warrants or other derivatives attached to the Note. The Company granted the Lender piggy-back registration rights on the shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock. The Company agreed to reserve a number of shares of Series D Convertible Preferred Stock, and common stock issuable upon conversion thereof, equal to three times the number of shares of Series D Convertible Preferred Stock (200,000 shares of Series D Convertible Preferred Stock in total), and common stock issuable upon conversion thereof (1,000,000 shares of common stock in total), which may be issuable upon conversion of the Note at all times.
The foregoing description of the Note and of all of the parties’ rights and obligations under the Note is qualified in their entirety by reference to the OID Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and of which is incorporated herein by reference.
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In addition to the Note, the Company entered into a 5-month strategic advisory agreement with the Lender. As consideration for the advisory services, the Company issued the advisor 4,000 shares of Series D Convertible Preferred Stock valued at $30,000.
Nasdaq Hearings Panel Decision
On October 20, 2025, the Company received a decision letter from the Nasdaq Hearings Panel (“Panel”) granting the Company’s request to continue its listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the condition that, on or before November 15, 2025, the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”). This decision follows the Company’s hearing before the Panel on September 30, 2025, regarding its non-compliance with the Equity Rule.
As previously reported in a Current Report on Form 8-K filed on August 20, 2025, the Company received written notice from Nasdaq’s Listing Qualifications Department (the “Staff”) indicating that the Company did not timely regain compliance with the Equity Rule. The Company requested a hearing before the Panel, at which it presented its plan to evidence compliance with the Equity Rule as of September 30, 2025.
In its written notice, the Panel stated on or before November 15, 2025, the Company shall demonstrate compliance with the Equity Rule by filing a timely public disclosure describing the transactions undertaken by the Company to achieve compliance and demonstrate long-term compliance with the Equity Rule, and by providing an indication of its equity following those transactions. The Company may do so by including in the public filing a balance sheet not older than 60 days with pro forma adjustments for any significant transactions or events occurring on or before the report date.
The Panel further stated that during the granted exception period the Company must promptly notify the Panel of any significant developments, particularly any event, condition or circumstance that may impact its ability to meet the terms of the exception granted by the Panel and that the Panel reserves the right to reconsider the granted exception in such an instance. The Company is diligently working to timely satisfy the terms of the Panel’s decision; however, there can be no assurance that the Company will be able to do so. In the event that the Company is unable to meet the terms of the Panel’s decision, the Company will be subject to delisting from Nasdaq.
SB Capital Agreement
On October 28, 2025, the Company entered 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 Agreement, SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $6,228,853.99 (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. In the event the Company’s market price decreases to or below $1.00 per share, then either the Company or SCC may declare a default. SCC has agreed that it will not become the beneficial owner of more than 4.99% of common stock of the Company at any point in time. The Settlement Agreement and the issuance of the Settlement Shares was approved by the Circuit Court of the Twelfth Judicial Circuit Court for Manatee County, Florida (the “Court”) on November 5, 2025 (Case No. 2025 CA 2642). The Court entered an Order confirming the fairness of the terms and conditions of the Settlement Agreement and the issuance of the Settlement Shares.
In connection with the SCC Settlement Agreement, on November 6, 2025, SCC requested the issuance of 180,754 shares of Common Stock to SCC, representing a payment of approximately $180,754. The issuance of the Settlement Shares is in process with the Company’s transfer agent and is being made in reliance upon the exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended, which exempts from registration any securities issued in exchange for one or more outstanding securities, claims or property interests where the terms and conditions of such issuance and exchange are approved by a court of competent jurisdiction after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear.
The foregoing description of the Settlement Agreement and of all of the parties’ rights and obligations under the Settlement Agreement are qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and of which is incorporated herein by reference.
Item6 – Exhibits
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| --- | | 4.1 | Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 24, 2020) | | --- | --- | | 4.2 | Certificate of Designation of Series B Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 3, 2021) | | 4.3 | Amended Certificate of Designation of Series B Preferred Stock ((Incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 28, 2021) | | 4.5 | Warrant Agency Agreement with Action Stock Transfer dated February 9, 2022 (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed February 10, 2022) | | 4.6 | Form of Pre-funded Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed February 15, 2022) | | 4.7 | Line of Credit Agreement dated February 10, 2023 (Incorporated by reference to Exhibit 4.6 to Form 10-Q filed May 15, 2023) | | 4.8 | Financing Agreement dated April 14, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed May 1, 2023) | | 4.9 | Armistice Form of New Warrant A (Incorporated by reference to Exhibit 4.1 to Form 8-K/A, filed on September 8, 2023) | | 4.10 | Armistice Form of New Warrant B (Incorporated by reference to Exhibit 4.2 to Form 8-K/A, filed on September 8, 2023) | | 4.11 | Amended and Restated Certificate of Designation of Series A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed on November 6, 2023) | | 4.12 | Certificate of Designation of Series C Preferred Stock (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed on November 6, 2023) | | 4.13 | Alt Banq Financing Agreement dated December 28, 2023 (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on January 3, 2024) | | 4.14 | Certificate of Designation of Series D Convertible Preferred Stock dated May 10, 2024 (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 16, 2024) | | 4.15 | April 2025 Private Placement Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 to Form 8-K filed on April 10, 2025) | | 4.16 | April 2025 Private Placement Form of Series A Warrant (Incorporated by reference to Exhibit 4.2 to Form 8-K filed on April 10, 2025) | | 4.17 | April 2025 Private Placement Form of Series B Warrant (Incorporated by reference to Exhibit 4.3 to Form 8-K filed on April 10, 2025) | | 4.18 | April 2025 Private Placement Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.4 to Form 8-K filed on April 10, 2025) | | 4.19 | Streeterville Capital OID Note dated June 26, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed July 3, 2025) | | 4.20 | Certificate of Designation of Series E Preferred Stock dated August 22, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed August 26, 2025) | | 4.21 | Streeterville Capital Exchange Note dated September 10, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed September 12, 2025) | | 4.22 | Streeterville Capital Warrant dated September 10, 2025 (Incorporated by reference to Exhibit 4.2 to Form 8-K, filed September 12, 2025) | | 4.23 | Amended Certificate of Designation of Series D Convertible Preferred Stock dated September 24, 2025 (Incorporated by reference to Exhibit 4.1 to Form 8-K, filed September 25, 2025) | | 10.1† | Ross Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed March 5, 2021) | | 10.2† | Grau Employment Agreement dated January 1, 2021 (Incorporated by reference to Exhibit 10. 2 to Form 8-K, filed March 5, 2021) | | 10.3† | 2021 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed March 5, 2021) | | 10.4† | Ross Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.42 to Form 10-K, filed May 17, 2021) | | 10.5† | Grau Amendment to Employment Agreement dated April 9, 2021 (Incorporated by reference to Exhibit 10.43 to Form 10-K, filed May 17, 2021) | | 10.6 | Armistice Form of Warrant (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 28, 2023) | | 10.7 | Armistice Form of Prefunded Warrant (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on June 28, 2023) | | 10.8 | Armistice Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on June 28, 2023) | | 10.9 | Tony Stewart Racing Nitro Sponsorship Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on August 7, 2023) | | 10.10 | Master Brewing Agreement dated August 9, 2023 (Incorporated by reference to Exhibit 10.16 to Form 10-Q filed on August 14, 2023) |
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| --- | | 10.11 | Loan Agreement dated July 1, 2023 (Incorporated by reference to Exhibit 10.17 to Form 10-Q filed on August 14, 2023) | | --- | --- | | 10.12 | Form of Inducement Letter dated September 8, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 8, 2023) | | 10.13† | Lambrecht Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 24, 2023) | | 10.14† | Ross Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed on November 24, 2023) | | 10.15† | Grau Amendment No. 2 to Employment Agreement dated November 20, 2023 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed on November 24, 2023) | | 10.16 | $500,000 Revenue Interest Purchase Agreement dated December 19, 2023 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on December 22, 2023) | | 10.17 | New Loan Agreement dated January 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 5, 2024) | | 10.18 | 1800 Diagonal Note dated March 21, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 22, 2024) | | 10.19 | 1800 Diagonal Securities Purchase Agreement dated March 21, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 22, 2024) | | 10.20 | $100,000 Revenue Interest Purchase Agreement dated March 22, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 27, 2024) | | 10.21 | $100,000 Revenue Interest Purchase Agreement dated April 1, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 3, 2024) | | 10.22 | $100,000 Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.22 to Form 10-K filed on April 12, 2024) | | 10.23 | $300,000 Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.23 to Form 10-K filed on April 12, 2024) | | 10.24 | $75,000 Revenue Interest Purchase Agreement dated April 9, 2024 (Incorporated by reference to Exhibit 10.24 to Form 10-K filed on April 12, 2024) | | 10.25 | $500,000 Revenue Interest Purchase Agreement dated April 19, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K/A filed on April 25, 2024) | | 10.26 | KBI Securities Exchange Agreement dated May 13, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 16, 2024) | | 10.27 | 1800 Diagonal Note dated May 28, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 4, 2024) | | 10.28 | 1800 Diagonal Securities Purchase Agreement dated May 28, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on June 4, 2024) | | 10.29 | Coventry Enterprises, LLC Note dated June 14, 2024 (Incorporated by reference to Exhibit 10.29 to Form 10-Q filed on June 14, 2024) | | 10.30 | Coventry Enterprises, LLC Securities Purchase Agreement dated June 14, 2024 (Incorporated by reference to Exhibit 10.30 to Form 10-Q filed on June 14, 2024) | | 10.31 | Sinks Promissory Note dated June 28, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated July 2, 2024) | | 10.32 | Parkview Advance Futures Receivables Sale and Purchase Agreement dated July 2, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated July 11, 2024) | | 10.33 | Agile Lending Subordinated Business Loan and Security Agreement dated July 8, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated July 11, 2024) | | 10.34 | KBI Conversion Agreement dated July 10, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated July 11, 2024) | | 10.35 | Securities Exchange and Amendment Agreement No. 1 effective August 5, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated August 7, 2024) | | 10.36 | Securities Exchange and Amendment Agreement No. 2 effective August 5, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated August 7, 2024) | | 10.37 | $100,000 Amended RIP Agreement No. 1 effective August 5, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated August 7, 2024) | | 10.38 | $100,000 Amended RIP Agreement No. 2 effective August 5, 2024 (Incorporated by reference to Exhibit 10.4 to Form 8-K dated August 7, 2024) |
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| --- | | 10.39 | $300,000 Amended RIP Agreement No. 3 effective August 5, 2024 (Incorporated by reference to Exhibit 10.5 to Form 8-K dated August 7, 2024) | | --- | --- | | 10.40 | 1800 Diagonal Note dated August 8, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated August 13, 2024) | | 10.41 | 1800 Diagonal Securities Purchase Agreement dated August 8, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated August 13, 2024) | | 10.42 | Coventry Enterprises Note dated September 4, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated September 9, 2024) | | 10.43 | Coventry Enterprises Securities Purchase Agreement dated September 4, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated September 9, 2024) | | 10.44 | Coventry Enterprises Conversion Agreement dated September 4, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated September 9, 2024) | | 10.45 | 1800 Diagonal Note dated October 4, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 8, 2024) | | 10.46 | 1800 Diagonal Securities Purchase Agreement dated October 4, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated October 8, 2024) | | 10.47 | Investor Securities Exchange Agreement dated October 23, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated October 30, 2024) | | 10.48 | Alumni Capital Note dated October 30, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 1, 2024) | | 10.49 | Alumni Capital Securities Purchase Agreement dated October 30, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 1, 2024) | | 10.50 | Alumni Capital Warrant dated October 30, 2024 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated November 1, 2024) | | 10.51 | 1800 Diagonal Note dated November 6, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 8, 2024) | | 10.52 | 1800 Diagonal Securities Purchase Agreement dated November 6, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 8, 2024) | | 10.53 | Purchase and Exchange Agreement dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated November 13, 2024) | | 10.54 | $400,000 OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated November 13, 2024) | | 10.55 | $213,715 OID Note dated November 11, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 6, 2025) | | 10.56 | AgileLending Subordinated Business Loan and Security Agreement (Incorporated by reference to Exhibit 10.56 to Form 10-K filed on April 9, 2025) | | 10.57 | Alumni Capital Amendment to Securities Purchase Agreement dated December 31, 2024 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 6, 2025) | | 10.58 | Silverback Capital Settlement Agreement and Stipulation dated December 26, 2024 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated January 13, 2025) | | 10.59 | $617,100 OID Note 1 dated January 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated January 13, 2025) | | 10.60 | $123,420 OID Note 2 dated January 10, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K dated January 13, 2025) | | 10.61 | 1800 Diagonal Note dated February 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 14, 2025) | | 10.62 | 1800 Diagonal Securities Purchase Agreement dated February 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated February 14, 2025) | | 10.63 | Amendment to Purchase and Exchange Agreement dated February 19, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 21, 2025) | | 10.64 | 1800 Diagonal Note dated March 3, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K dated March 5, 2025) | | 10.65 | 1800 Diagonal Securities Purchase Agreement dated March 3, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K dated March 5, 2025) | | 10.66 | April 2025 Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 10, 2025) | | 10.67 | April 2025 Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 10, 2025) | | 10.68 | 1800 Diagonal Note dated April 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed April 14, 2025) | | 10.69 | 1800 Diagonal Securities Purchase Agreement dated April 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed April 14, 2025) | | 10.70 | Form of OID Note dated May 27, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed May 30, 2025) | | 10.71 | Bank of America Forbearance Agreement dated May 30, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed June 11, 2025) | | 10.72 | Streeterville Capital Note Purchase Agreement dated June 26, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed July 3, 2025) | | 10.73 | Streeterville Capital DACA dated June 26, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed July 3, 2025) | | 10.74 | Streeterville Capital Guaranty dated June 26, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed July 3, 2025) | | 10.75 | Streeterville Capital Pledge Agreement dated June 26, 2025 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed July 3, 2025) | | 10.76 | 1800 Note dated July 7, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed July 14, 2025) |
| 61 |
| --- | | 10.77 | 1800 Securities Purchase Agreement dated July 7, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K filed July 14, 2025) | | --- | --- | | 10.78 | Boot Note dated July 7, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed July 14, 2025) | | 10.79 | Boot Securities Purchase Agreement dated July 7, 2025 (Incorporated by reference to Exhibit 10.4 to Form 8-K filed July 14, 2025) | | 10.80 | OID Note dated July 31, 2025 (Incorporated by reference to Exhibit 10.80 to Form 10-Q filed August 13, 2025) | | 10.81 | Agile Capital Funding Securities Exchange Agreement dated August 15, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed August 21, 2025) | | 10.82 | Note Purchase Agreement dated August 22, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K filed August 26, 2025) | | 10.83 | 1800 Diagonal Note dated August 25, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K/A filed August 28, 2025) | | 10.84 | 1800 Diagonal Securities Purchase Agreement dated August 25, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K/A filed August 28, 2025) | | 10.85 | FMW Consulting Services Agreement dated August 28, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K filed September 8, 2025) | | 10.86 | Streeterville Capital Global Amendment dated September 10, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed September 12, 2025) | | 10.87 | Streeterville Capital Exchange Agreement dated September 10, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed September 12, 2025) | | 10.88 | Streeterville Capital Guaranty dated September 10, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed September 12, 2025) | | 10.89 | Streeterville Capital Security Agreement dated September 10, 2025 (Incorporated by reference to Exhibit 10.4 to Form 8-K, filed September 12, 2025) | | 10.90 | Streeterville Capital Pledge Agreement dated September 10, 2025 (Incorporated by reference to Exhibit 10.5 to Form 8-K, filed September 12, 2025) | | 10.91 | 218 LLC Mutual Termination Agreement dated September 15, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed September 15, 2025) | | 10.92 | 218 LLC Membership Interest Purchase Agreement dated September 15, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed September 15, 2025) | | 10.93 | 218 LLC Promissory Note dated September 15, 2025 (Incorporated by reference to Exhibit 10.3 to Form 8-K, filed September 15, 2025) | | 10.94 | RAEK Minority Membership Interest Purchase Agreement dated September 30, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed October 3, 2025) | | 10.95 | Horberg Securities Purchase Agreement dated October 1, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed October 3, 2025) | | 10.96 | 1800 Diagonal Note dated October 14, 2025 (Incorporated by reference to Exhibit 10.1 to Form 8-K, filed October 17, 2025) | | 10.97 | 1800 Diagonal Securities Purchase Agreement dated October 14, 2025 (Incorporated by reference to Exhibit 10.2 to Form 8-K, filed October 17, 2025) | | 10.98# | Silverback Capital Settlement Agreement and Stipulation dated October 28, 2025 | | 31.1# | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 31.2#** | Certification of Interim Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 32.1#** | Certification of Chief Executive Officer and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 62 |
| --- | | 99.1# | Knoxville Nationals Press Release dated August 12, 2025 | | --- | --- | | 99.2# | C&L Distributing<br>Minnesota Press Release dated August 13, 2025 | | 99.3# | NHRA Brainerd<br>International Raceway Press Release dated August 14, 2025 | | 99.4# | American Rebel Beer Primary Sponsor at NHRA Brainerd Nationals Press Release dated August 15, 2025 | | 99.5# | Champion Safe Co. Welcomes Mountain Pass Safes Press Release dated August 19, 2025 | | 99.6# | American Rebel Light Expands into Western North Carolina Press Release dated August 20, 2025 | | 99.7# | American Rebel Light Primary Sponsor at NHRA U.S. Nationals in Indianapolis Press Release dated August 27, 2025 | | 99.8# | Nasdaq Hearing Request Filing Press Release dated August 28, 2025 | | 99.9# | Clarification of Webull/Benzinga Post Press Release dated August 28, 2025 | | 99.10# | American Rebel Light Zink Distributing Indiana Press Release dated August 29, 2025 | | 99.11# | Schmitty’s Minority Investment Press Release dated September 10, 2025 | | 99.12# | 218 3^rd^ Avenue Transaction Update Press Release dated September 15, 2025 | | 99.13# | Reverse Split Press Release dated September 23, 2025 | | 99.14# | American Rebel Light Primary Sponsor at NHRA Midwest Nationals Press Release dated September 26, 2025 | | 99.15# | Bank of America Resolution and Streeterville Transaction Press Release dated September 26, 2025 | | 99.16# | Champion Safe Maricopa County Home Show Press Release dated September 26, 2025 | | 99.17# | NHRA Midwest Nationals – Matt Hagan Win – Press Release dated September 29, 2025 | | 99.18# | Reverse Split Effective Date Press Release dated October 2, 2025 | | 99.19# | Champion Safe Expands Dealer Network in Bismark, North Dakota Press Release dated October 2, 2025 | | 99.20# | RAEK Data Minority Interest Purchase Press Release dated October 6, 2025 | | 99.21# | American Rebel Light at the 2025 National Beer Wholesalers Association Convention Press Release dated October 9, 2025 | | 99.22# | American Rebel Light 2026 Distribution Placement in 416 Southeastern Grocers Locations Press Release dated October 13, 2025 | | 99.23# | American Rebel Light NBWA Convention Breakout Success Press Release dated October 20, 2025 | | 99.24# | Champion Safe Celebrates Cross Creek Outdoor Supplies Press Release dated October 21, 2025 | | 99.25# | RAEK Acquisition of Firstpartydata.com Press Release dated October 27, 2025 | | 99.26# | Champion Safe Dickson Sportsman Store Press Release dated October 28, 2025 | | 99.27# | American Rebel Light Primary Sponsor of Matt Hagan and John Hall at 25^th^ Annual Dodge Nevada Nationals Press Release dated October 31, 2025 | | 101.INS | Inline XBRL Instance Document* | | 101.SCH | Inline XBRL Taxonomy Extension Schema** | | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase* | | 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase* | | 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase* | | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase* | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Filed herewith.
‡ Furnished herewith.
† Indicates management contract or compensatory plan or arrangement.
** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
| 63 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 10, 2025
| AMERICAN<br> REBEL HOLDINGS, INC. | |||
|---|---|---|---|
| (Registrant) | |||
| By: | /s/ Charles A. Ross, Jr. | By: | /s/ Darin Fielding |
| Charles<br> A. Ross, Jr., CEO | Darin<br> Fielding | ||
| (Principal<br> Executive Officer) | President<br> (Interim Principal Accounting Officer) |
| 64 |
| --- |
Exhibit 10.98


























EXHIBIT31.1
CERTIFICATION
I, Charles A. Ross, Jr., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of American Rebel Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2025
| /s/ Charles A. Ross, Jr. |
|---|
| Charles<br> A. Ross, Jr. |
| Chief<br> Executive Officer and Principal Executive Officer |
EXHIBIT31.2
CERTIFICATION
I, Darin Fielding, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of American Rebel Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 10, 2025
| /s/ Darin Fielding |
|---|
| Darin<br> Fielding |
| President<br> (Interim Principal Accounting Officer) |
EXHIBIT32.1
CERTIFICATIONPURSUANT TO
18U.S.C. SECTION 1350,
ASADOPTED PURSUANT TO
SECTION906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Rebel Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Charles A. Ross, Jr. |
|---|
| Charles<br> A. Ross, Jr.<br><br> <br>Chief<br> Executive Officer and Principal Executive Officer |
| /s/ Darin Fielding |
| Darin<br> Fielding |
| President<br> (Interim Principal Accounting Officer) |
November 10, 2025
Exhibit99.1
AmericanRebel Light Beer Wins Big at Knoxville Nationals-Uniting Sprint Car Racing, Patriotism, and Retail Placements with Knoxville Nationalsand Jason Meyers Racing Sponsorship
AmericanRebel Light Beer and High Impact Motorsports Sponsorships Drive Brand Awareness and Consumer Connection for America’s Patriotic,God-Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground Beer
Nashville,TN, Aug. 12, 2025 (GLOBE NEWSWIRE) — American Rebel Light Beer ( www.americanrebelbeer.com ) and American Rebel Beverages, a division of American Rebel Holdings, Inc. (NASDAQ: AREB) ( www.americanrebel.com ) delivered a high-impact brand activation at the 2025 Knoxville Nationals , sprint car racing’s biggest stage. With over 25,000 fans in attendance, American Rebel Light Beer made its official Sprint Car debut , driving winning results both on the track with Jason Meyers Racing and in retail execution across Iowa .
Consumers enjoyed American Rebel Light Beer at the track, purchased it in local stores, and made it a top seller at the iconic Dingus Lounge— marking a winning weekend for Rebel Light, America’s fastest growing beer, on and off the dirt.

SprintCar Strategy and Jason Meyers Racing Partnership with American Rebel Light Beer
American Rebel proudly partnered with Jason Meyers Racing , a two-time World of Outlaws champion and motorsports icon. Meyers’ team brought elite performance and fan excitement to Knoxville, reinforcing American Rebel’s commitment to excellence on and off the track.
“Jason Meyers Racing represents the grit, loyalty, and competitive spirit that defines our brand. American Rebel Beer is building something that Patriotic Racing Fans can rally behind— and enjoy at the track.”
— Andy Ross, CEO of American Rebel Holdings, Inc.
The weekend partnership between American Rebel Light Beer and Jason Myers Racing (“JMR”) was nothing short of phenomenal. JMR received countless comments on the car design and the American Rebel branding made an impact on and off the track. Fans and industry folks alike had nothing but positive things to say about the product – Rebel Light Beer – and it was clear the beer and the partnership with Jason Meyers Racing resonated with the Sprint Car community.
America’sPatriotic Beer – American Rebel Light - for America’s Most Loyal Fans
American Rebel Light Beer is a better-for-you, proudly American brew crafted for those who live with grit, freedom, and loyalty. Sprint Car fans are fiercely patriotic and deeply loyal—making them the ideal audience for our brand.
“Motorsports isn’t just a sponsorship—it’s our strategy. These fans are our people. We’re committed to turning race fans into lifelong American Rebel customers.”
— Andy Ross, CEO – American Rebel Holdings
“The Knoxville Nationals is the biggest stage in sprint car racing, and I’m proud to have represented American Rebel Light in front of that crowd. Thursday night was a great run for our team, and while Saturday didn’t go the way we hoped, the support from the fans and the brand was incredible. I’m grateful for the partnership and the opportunity to race with purpose.”
— Spencer Bayston, driver _ American Rebel Beer #14
Watch the full interview here: Post Race Interview
Retailand On-Premise Wins for Rebel Light Beer That Match the Racing Results
| ● | Top 5 Beer at Dingus Lounge during race week—Knoxville’s iconic fan hub |
|---|---|
| ● | Retail presence across Hy-Vee, Casey’s, and independents —driving trial and repeat<br> purchases |
| --- | --- |
| ● | Strategic distribution with Mahaska —expanding reach and merchandising impact |
| --- | --- |
| ● | Thousands of new customers engaged through on-site sampling and fan activations |
| --- | --- |
TrackResults That Roared
American Rebel Beer-sponsored driver Spencer Bayston , racing under Jason Meyers Racing, delivered a standout performance:
| ● | 3rd Place in Thursday’s Qualifying Feature |
|---|---|
| ● | 22nd Place in Saturday’s Championship A-Main |
| --- | --- |
His grit on the track mirrored our brand’s spirit—and helped drive visibility across fans and media.

ConsumerMomentum and Investor Value
Knoxville wasn’t just a race—it was a retail testbed. American Rebel Light Beer proved its ability to:
| ● | Convert fans into customers |
|---|---|
| ● | Drive retail velocity in competitive environments |
| --- | --- |
| ● | Expand distribution through strategic partnerships |
| --- | --- |
| ● | Align brand with high-affinity audiences |
| --- | --- |
WhyKnoxville and Sprint Cars Matter
| ● | 25,000+ fans from across the country |
|---|---|
| ● | National media coverage and livestream reach |
| --- | --- |
| ● | Cultural relevance in the heart of America’s motorsports community |
| --- | --- |
| ● | Sprint Car Racing is a grassroots sport with deep loyalty—perfect for brand building |
| --- | --- |

AmericanRebel Light Beer is accelerating. With motorsports at the heart of our marketing engine, we’re building a brand that wins with fans, retailers, and shareholders alike.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space. Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and Minnesota. For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer. 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% alcoholic 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.
MediaInquiries
MattSheldon
Matt@Precisionpr.co
917-280-7329
DistributionOpportunities
ToddPorter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebelbeer.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.2
AmericanRebel Holdings, Inc. (NASDAQ: AREB) Announces Agreement with C&L Distributing, Minnesota’s Leading Beer Distributor, BecomesLatest Top-Tier Partner for American Rebel Light Beer
America’sPatriotic Beer - American Rebel Light Expands Distribution Across the Mid-Western USA into Minnesota
Nashville,TN, Aug. 13, 2025 (GLOBE NEWSWIRE) — American Rebel Light Beer ( www.americanrebelbeer.com ) and American Rebel Beverages, a division of American Rebel Holdings, Inc. (NASDAQ: AREB) ( www.americanrebel.com ), the fastest-growing patriotic lifestyle beer in the U.S., proudly announce their launch in Minnesota through a new distribution partnership with C&L Distributing, the largest beer distributor in central Minnesota. The partnership marks another major victory in American Rebel Light Beers rapid national expansion.
FromNashville to the Nation: American Rebel Light Beer’s Relentless Rise Continues
In less than one year from its first production run—completed in Q3 2024—American Rebel Light Beer has stormed onto the scene, winning over some of the nation’s most respected, top-tier beer distributors. This rapid-fire expansion is no accident—it’s the product of a strategic offensive launched from our Nashville, Tennessee home base, pushing outward across the Southeastern U.S., the East Coast, and into critical Midwestern strongholds.
Theaddition of Minnesota plants the American Rebel flag in our 13th state, with two more poised to join the ranks in the very near future. Every new territory is chosen with precision, ensuring we partner with distributors who not only deliver reach, but embody the same bold, unapologetic values that are displayed prominently and proudly on each can of American Rebel Light Beer.
Our surge is powered by a high-impact rollout strategy that zeroes in on markets where our message resonates loudest, a boots-on-the-ground approach that forges real connections with consumers, and a relentless pursuit of excellence at retail. This isn’t just growth—it’s an American-made breakthrough that’s rewriting the playbook for lifestyle beer brands.
And in Minnesota, our newest alliance with C&L Distributing will only accelerate that momentum—uniting American Rebel Light Beer with a family-owned powerhouse that knows its market, commands respect and shares our patriotic business values.
Minnesota becomes the 13th state in American Rebel’s distribution footprint, with two additional states slated to launch in the very near future. The brand’s momentum reflects a strategic rollout focused on high-affinity markets, grassroots engagement, and retail execution.
C&LDistributing adds America’s Fastest Growing Beer —Just in Time for NHRA Brainerd
“C&L Distributing is exactly the kind of partner we want riding with us—family-owned, battle-tested, and relentless in serving every retailer and watering hole across Minnesota,” said Andy Ross, CEO of American Rebel Holdings, Inc. “Top Tier Distributorslike C&L know this market like the back of their hand, and they share our unapologetic love of freedom, our pride in the Stars andStripes, and our belief in the American way. We’re proud to have them carrying America’s Patriotic Beer—American RebelLight—and together, we’re ready to Rebel Up and take Minnesota by storm.”
With a footprint that spans 35 counties and services more than 2,600 retailers from seven strategically located facilities, C&L Distributing( candldistributing.com ) stands as a market leader in Minnesota’s beer and beverage industry. Headquartered in Sauk Rapids and proudly family-owned since its founding in 1983, C&L has been built over five generations on a foundation of integrity, consistency, and an unwavering commitment to its customers.
Their reputation is the product of decades of executional excellence, award-winning customer service, and an unmatched understanding of retail dynamics. From small-town community bars to large-format national chains, C&L has cultivated deep, long-standing relationships that give them a decisive edge in reaching consumers where they live, work, and celebrate.
Beyond beer, C&L’s diverse portfolio is a testament to their market leadership. It features world-class brands like Anheuser-Busch InBev’s full lineup, regional craft favorites, a robust selection of wines and spirits, and a growing range of non-alcoholic beverages—ensuring they deliver on every consumer occasion.
For American Rebel Light Beer, partnering with C&L means more than just gaining a distributor—it means aligning with a company whose values and vision mirror our own. C&L’s market expertise, proven track record, and dedication to long-term growth make them the ideal force to help establish and expand America’s Patriotic Beer across Minnesota.

The launch fires on all cylinders with American Rebel’s full-throttle motorsports activation at the NHRA Nationals in Brainerd—where thousands of fans will raise a can, wave the flag, and experience America’s Fastest Growing Beer firsthand. From on-site sampling and exclusive merchandise to high-visibility retail tie-ins, the brand will be front and center all weekend. Backed by C&L’s unmatched distribution muscle, American Rebel Light Beer will hit shelves across the Brainerd Lakes region and beyond—driving trial, building loyalty, fueling repeat purchases and building lifetime patriotic customers.
“We don’t plan on just showing up in Minnesota—we plan on taking over,” said Todd Porter, President of American Rebel Beverage. “ American Rebel Light Beer is America’s Patriotic, God-Fearing, Constitution Loving, National Anthem Singing, Stand YourGround Beer, and C&L Distributing has the horsepower to put us everywhere in Minnesota that beer drinkers’ shop, gather, andcelebrate. NHRA Brainerd is the perfect launchpad for us to plant the flag and never look back.”
MinnesotaLaunch Highlights for American Rebel Light Beer
American Rebel Light Beer’s Minnesota debut is more than just another state launch—it’s a strategic expansion designed for immediate market impact and long-term growth:
| ● | Launch<br> perfectly timed with the NHRA Nationals at Brainerd International Raceway, delivering instant<br> brand exposure to thousands of motorsports fans. |
|---|---|
| ● | Strategic<br> distribution partnership with C&L Distributing, servicing 2,600+ retailers across 35<br> counties from seven strategically located facilities. |
| --- | --- |
| ● | Retail<br> penetration across grocery, convenience, and independent channels ensures rapid consumer<br> access and brand trial. |
| --- | --- |
| ● | Expanded<br> geographic reach into the Brainerd Lakes region and central Minnesota—markets known<br> for high beer consumption and loyal repeat buyers. |
| --- | --- |
| ● | On-site<br> sampling, event activations, and motorsports tie-ins designed to convert event exposure into<br> long-term consumer adoption. |
| --- | --- |
| ● | Minnesota<br> becomes the 13th state in American Rebel’s distribution network, with two additional<br> state launches on the near-term horizon. |
| --- | --- |
WhyMinnesota Is another Strategic Win for American Rebel Light Beer
| ● | High<br> consumption market — Ranks #3 in beer consumption per capita in the U.S., averaging<br> 28.5 gallons per person annually (source: World Population Review). |
|---|---|
| ● | Cultural<br> alignment — Minnesota consumers resonate with American Rebel’s patriotic, freedom-first<br> brand identity. |
| --- | --- |
| ● | Strong<br> retail infrastructure — High-volume sales channels and category-loyal consumers present<br> a prime environment for rapid market share growth. |
| --- | --- |
| ● | Regional<br> growth potential — Serves as a strategic entry point for deeper penetration into the<br> Midwest. |
| --- | --- |
| ● | Motorsports<br> synergy — NHRA Brainerd and other regional events create recurring touchpoints to deepen<br> consumer engagement and drive sales velocity |
| --- | --- |
American Rebel Light Beer isn’t just expanding—it’s on a mission. With C&L Distributing powering our presence in Minnesota, America’s Fastest Growing Beer is charging full throttle toward becoming the #1 domestic light beer in the country. We’re claiming shelf space, winning high profile iconic bar placements, and converting casual drinkers into lifetime loyalists who share our unapologetic love for freedom, faith, country, and motorsports. From Nashville to the North, this is more than a launch - it’s the latest victory in a nationwide takeover. And make no mistake: the American Rebel Light Beer flag will keep flying higher, state after state, until we’re leading the category from coast to coast.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space. Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebelbeer.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.3
America’sPatriotic Beer - American Rebel Light - Takes Center Stage at NHRA Brainerd International Raceway’s Biggest Fan Party in The Zoowith ‘Battle for the Rebel Axe” and CEO Andy Ross Live in Concert
AmericanRebel Light Beer - Title Sponsorship of Friday Night Qualifying and Full-Throttle Rebel Light Fan Activation Throughout the Weekend
AmericanRebel Light Beer - Primary Race Sponsors of Tony Stewart and Matt Hagan
Nashville,TN, Aug. 14, 2025 (GLOBE NEWSWIRE) — American Rebel Light Beer ( www.americanrebelbeer.com ) and American Rebel Beverages, a division of American Rebel Holdings, Inc. (NASDAQ: AREB) ( www.americanrebel.com ), proudly announce their role as the officialbeer sponsor of the 43rd annual Lucas Oil NHRA Nationals at Brainerd International Raceway. For more than four decades, Brainerd has been one of the most iconic and electrifying stops on the NHRA tour—known for its passionate fans, legendary Zoo campground, and a racing atmosphere that blends high-speed competition with festival-style energy.
This year, American Rebel Light Beer brings its bold, patriotic spirit to every corner of the event—from the grandstands to Nitro Alley, from the pits to the party. As the exclusive beer sponsor, American Rebel Light will be poured, promoted, and celebrated throughoutthe weekend , anchoring a full-scale brand activation that includes retail tie-ins, on-site sampling, exclusive merchandise, and the fan-favorite Friday night qualifying session: the American Rebel Light “Battle for the Rebel Axe.”
TheBattle for the Rebel Axe: A New Tradition Begins
Friday night at Brainerd International Raceway has always been electric—but this year, it’s supercharged. The American RebelLight Friday Night “Battle for the Rebel Axe” introduces a new layer of excitement to the 43rd annual Lucas Oil NHRA Nationals. At 6:15 p.m. CT on August 15, the second qualifying session will award the low qualifier in Top Fuel, Funny Car, and Pro Stock with a special cash bonus and a one-of-a-kind trophy: the Rebel Axe.

The Rebel Axe trophy is a fully functional electric cigar box guitar, custom-built in the shape of a 12-pack of American Rebel Light Beer. Branded with sponsor and event logos, the trophy is a nod to Brainerd’s Paul Bunyan heritage and a bold symbol of American Rebel’s unapologetic spirit.
Winners will also ascend to the “Throne of the North”—a custom-built seat made entirely from American Rebel Light cases—where they’ll reign until dethroned or defend their top spot in subsequent sessions.
BonusPayouts:
● $4,000 for Top Fuel and Funny Car low qualifiers
● $2,000 for Pro Stock low qualifier
“Brainerdhas always had its own magic, but Friday’s ‘Battle for the Rebel Axe’ takes it to another level,” said Kristi Copham, owner of Brainerd International Raceway. “With the incredible support of American Rebel Light and Andy Ross, we’regiving fans and racers an unforgettable night of competition, music, and bragging rights.”
AndyRoss - presented by American Rebel Light Beer - Headlines Friday Night at the Zoo
Following qualifying, fans will gather at the Zoom entrance band shell for a full evening of live music, capped by a headline performance from Andy Ross, patriotic rocker and founder of American Rebel. Ross will take the stage at 10:00 p.m., performing fan favorites and patriotic anthems in a high-energy set that celebrates freedom and rock and roll.

“Brainerdis legendary, and Friday night is going to be off the charts,” said Andy Ross, CEO American Rebel Holdings Inc. “Whenthey hand me that microphone, you know I’m firing up the crowd. Between the thundering NHRA racing, the Rebel Axe: Throne of theNorth, and the music rocking The Zoo, we’re throwing a party that’s 100% pure American Rebel. I can’t wait to raisea cold American Rebel Light with every fan out there. Time to Rebel Up!”
AmericanRebel Light - Primary Race Sponsors of Tony Stewart and Matt Hagan

| ● | Tony Stewart – Driver of the American Rebel Beer Dodge//SRT Top Fuel Dragster |
|---|
“Ithink Brainerd is the perfect place to have American Rebel Light. In my opinion, it’s the best race of the year and it has thebest parties. The fans are amazing there, so it’s my favorite stop on the tour. I think it’s great that American Rebel isgoing to be there and that Andy Ross is going to be playing with his band. It’s going to be an awesome weekend.”
| ● | Matt Hagan – Driver of the American Rebel Beer Dodge//SRT Hellcat Funny Car |
|---|
“AndyRoss and all the folks from American Rebel are great. They’ve been very excited to be represented on the car the last couple years.Overall, they are salt of the earth people and good guys that are excited to be in drag racing. They’ve recently expanded to dirtracing, so it’s nice to see their involvement in motorsports. I would love nothing more than to win another championship with thoseguys. I think there will be a lot of American Rebel Beer drank in the Zoo at Brainerd. Andy will be playing for the FOX broadcast inthe Zoo, so that’s huge. The weather is usually great there and we can lay down some fast numbers. I’m excited to get afterit.”
NHRABrainerd Weekend Activation Highlights for American Rebel Light Beer
American Rebel Light Beer’s presence at Brainerd is more than just a sponsorship—it’s a full-throttle brand experience designed to drive trial, build loyalty, and convert motorsports fans into lifetime patriotic customers:
● Official beer sponsor of the 43rd annual Lucas Oil NHRA Nationals
● Title sponsorship of Friday night qualifying: the American Rebel Light “Battle for the Rebel Axe”
● Rebel Axe trophy awarded to top qualifiers in Top Fuel, Funny Car, and Pro Stock
● “Throne of the North” built from American Rebel Light cases for top qualifiers
● Primary Sponsors of Tony Stewart and Matt Hagan
● Live music activation featuring Andy Ross at the Zoom entrance band shell
● On-site sampling, exclusive merchandise, and high-visibility retail tie-ins
● Expanded retail presence across the Brainerd Lakes region and central Minnesota
TelevisionCoverage – NHRA Brainerd Nationals
● Friday, August 15 – Qualifying coverage on FS1 at 10:00 p.m. ET
● Saturday, August 16 – Qualifying coverage on FS1 at 7:00 p.m. ET
● Sunday, August 17 – Final eliminations broadcast on FOX at 3:00 p.m. ET
“Thisevent is everything American Rebel Light stands for—bold, proud, and unforgettable,” said Todd Porter, President of American Rebel Beverage. “American Rebel Light Beer is thrilled to bring the ‘Battle for the Rebel Axe’ to Brainerd and givefans a night and a Patriotic Beer they’ll be talking about all season.”
WhyNHRA Brainerd Is a Strategic Win for American Rebel Light Beer
● High-impact motorsports audience with deep brand affinity
● Cultural alignment with American Rebel’s patriotic, freedom-first identity
● Strong regional beer consumption and retail infrastructure
● Recurring event touchpoints to deepen engagement and drive velocity
● Launch timed to coincide with American Rebel’s Minnesota distribution rollout via C&L Distributing
American Rebel Light Beer isn’t just showing up in Brainerd—it’s taking over. With boots on the ground, cans in hand, and the Stars and Stripes flying high, America’s Fastest Growing Beer is charging full throttle toward becoming the #1 domestic light beer in the country. From Nashville to the North, this is more than a launch—it’s a patriotic takeover.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space. Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebelbeer.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.4
AmericanRebel Light Beer Powers NHRA Brainerd Nationals with ‘Battle for the Rebel Axe,’ Primary Sponsors - TSR Nitro, MinnesotaBeer Launch, Andy Ross Live, and Rebel Segment planned for FOX TV Broadcast
AmericanRebel Holdings Inc. (NASDAQ: AREB), American Rebel Light Beer, and Champion Safe Galvanize Fan Engagement, Launch Minnesota Beer Expansion,and Deepen Relationship with the NHRA at Brainerd Nationals
Nashville,TN, Aug. 15, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) ( www.americanrebel.com ), the embodiment of patriotic lifestyle and innovation, is set to dominate the Lucas Oil NHRA Nationals at Brainerd International Raceway with an electrifying brand activation. The American Rebel brand is on fire, and it’s about to get hotter this weekend as America’s fastest-growing patriotic beer, American Rebel Light Beer ( www.americanrebelbeer.com ), alongside its Champion Safe division, seizes this premier motorsports event to forge lifelong connections with fans, launch a strategic partnership with C&L Distributing in Minnesota, and solidify its position as the ultimate choice for freedom-loving consumers.
AmericanRebel Brings High-Octane Patriotism and America’s Fastest-Growing Beer to NHRA Brainerd Nationals, Filming a Special FOX Segment
This weekend, American Rebel is set to make a powerful statement at the NHRA Brainerd Nationals, bringing a unique blend of high-octane patriotism and cutting-edge products to the track. The brand is fueling the excitement with American Rebel Light Beer, which has rapidly become America’s fastest-growing beer, alongside its premium lineup of American-made safes and lifestyle products. The event will be amplified by a special, exclusive segment filmed for the national FOX telecast, offering a look at the passion and connection between American Rebel and the NHRA fans.
AHigh-Octane “Rebel” Fan Experience: Galvanizing Enthusiasm into Lifelong Brand Loyalty
The NHRA Brainerd Nationals, one of the crown jewels of the motorsports season, is the perfect stage for American Rebel to engage its core audience. With a bold strategy to transform racing fans into lifelong customers, American Rebel is delivering an immersive experience that blends heart-pounding entertainment, premium products, and unapologetic patriotism:
AndyRoss Rocks the Zoo : On Friday night, American Rebel CEO and patriotic rocker Andy Ross will take the stage in the Zoo, Brainerd’s iconic fan zone, delivering a high-energy performance that galvanizes the crowd with patriotic fervor. Ross’s music, infused with the brand’s rebellious spirit, will rally fans to “Rebel Up” and embrace the American Rebel lifestyle.
Friday,August 15, 2025 @ 10:00 p.m. - Andy Ross Concert (The Zoo Band Shell)
AmericanRebel Light Beer Sampling and Sales : Throughout the weekend, fans will savor the crisp, all-natural taste of American Rebel Light Beer, a premium domestic light lager brewed without corn, rice, or artificial sweeteners. At approximately 100 calories and 4.3% ABV per 12 oz serving, it’s the perfect choice for fans seeking bold flavor with a balanced lifestyle. On-site sampling stations and retail activations will drive consumer trial and build lasting brand loyalty.
ChampionSafe Showcase and Giveaway : American Rebel’s Champion Safe division, in partnership with Lakes Area Safe & Vault ( thatsafeguy.org ), will showcase premium American-made safes trackside. Fans can explore these secure lifestyle products and participate in a special product giveaway featuring the American Rebel Patriot Safe, with all proceeds benefiting Camp Confidence ( campconfidence.com ), a Brainerd nonprofit supporting children with special needs.
TitleSponsorship of the “Battle for the Rebel Axe” : As the proud title sponsor of this thrilling NHRA competition, American Rebel is front and center, amplifying its brand through one of the weekend’s most exciting showdowns.

TonyStewart Racing Roars with American Rebel Pride : Both Tony Stewart Racing (TSR) entries—Matt Hagan’s Funny Car and Tony Stewart’s Top Fuel Dragster—will blaze down the track in bold, badass American Rebel Light Beer paint schemes. These fan-favorite designs embody the brand’s unapologetic style and fierce commitment to excellence, captivating fans with every heart-pounding run.

“The American Rebel team is fired up to be here in Brainerd!” said Andy Ross, CEO of American Rebel Holdings, Inc. “We’re looking forward to connecting with our fans all weekend long, rallying behind our drivers Tony and Matt, and sharing plenty of American Rebel Light—the nation’s fastest-growing beer. We’re also thrilled that the NHRA and FOX are planning to film a special segment for the national FOX telecast. It’s going to be packed with high-octane entertainment, and we can’t wait for you all to see it. Wherever you are, let’s Rebel Up!”
StrategicMinnesota American Rebel Beer Launch with C&L Distributing
American Rebel Light Beer’s Minnesota debut is powered by a transformative partnership with C&L Distributing, central Minnesota’s premier beer distributor serving over 2,600 retailers across 35 counties. This collaboration marks American Rebel’s 13th state in its rapidly expanding distribution footprint, bringing its premium light lager to bars, restaurants, and retail shelves throughout the region.
“C&L shares our commitment to excellence, our passion and patriotism for this great country, and most of all, they love great beer like American Rebel Light,” said Todd Porter, President of American Rebel Beverage. “This partnership ensures American Rebel Light Beer reaches Minnesota’s heartland with precision, turning this NHRA weekend into a launchpad for long-term growth and customer loyalty.”
Motorsports:The Heartbeat of American Rebel’s Brand Strategy
American Rebel’s deep-rooted connection to motorsports is a cornerstone of its brand identity. By aligning with the NHRA and Tony Stewart Racing, the company engages directly with a passionate, freedom-loving audience that embodies its core American values. The recent multi-year contract extension between TSR Nitro and multi-year Funny Car World Champion Matt Hagan underscores this commitment, and American Rebel is planning to be a part of it for years to come.
“Tony Stewart, Matt Hagan, Leah Pruett, and the entire TSR Nitro team are true American Rebels—embodying the determination, passion, and pride that define our brand,” said Andy Ross. “With our branding on both TSR cars, we’re not just sponsoring a race—we’re fueling an accelerated introduction to a lifestyle brand that is resonating with fans across the country.”
ChampionSafe and American Rebel Safe: Securing the American Way
Beyond beer, American Rebel’s Champion Safe division reinforces the brand’s commitment to a secure, patriotic lifestyle. The trackside display with Lakes Area Safe & Vault showcases American-made safes built for strength and durability, aligning with the brand’s mission to protect what matters most.
“I’m thrilled to be on-site in Brainerd supporting our Minnesota dealer, Lakes Area Safe & Vault, and showcasing our premium American-made safes,” said Tom Mihalek, industry veteran and CEO of Champion Safe. “This event is a powerful opportunity to connect with fans and demonstrate the strength and quality that define American Rebel’s secure lifestyle products, including our top-tier American Rebel and Champion Safe products.”
The product giveaway for the American Rebel Patriot Safe not only engages fans but also supports Camp Confidence, demonstrating American Rebel’s dedication to community impact.
FromBrainerd to the Nation: The American Rebel Movement Accelerates
With Minnesota now part of its growing footprint and two additional state launches planned, American Rebel Light Beer is on track to become America’s #1 domestic light lager. Every can poured, every safe showcased, and every race won is a step toward redefining the patriotic lifestyle category.
“Our goal is to create lifelong customers by delivering authentic experiences and premium products that our patriotic consumers want,” said Andy Ross, CEO of American Rebel Holdings, Inc. “Minnesota racing fans, it’s time to Rebel Up!”
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space. Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
AboutChampion Safe Company
For over 25 years, Champion Safe Company has led the industry in manufacturing high-security safes known for superior craftsmanship, fire protection, and reliability. Champion safes are trusted by homeowners, gun owners, and businesses nationwide. Learn more at championsafe.com
MediaInquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
AmericanRebel Light Beer Distribution Opportunities
Todd Porter
President, American Rebel Beverages
tporter@americanrebelbeer.com
ChampionSafe Business Development Opportunities
Scott Colagrossi
Business Development Manger, Champion Safe Co.
scott.colagrossi@championsafe.com
InvestorRelations
ir@americanrebelbeer.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.5
ChampionSafe Co. Welcomes Mountain Pass Safes: Montana’s Rising Leader in Security and Service
Family-ownedMountain Pass Safes & Coins joins Champion Safe’s national network, reinforcing American-made craftsmanship and bolsteringdealer expansion under American Rebel Holdings.
Provo,Utah, Aug. 19, 2025 (GLOBE NEWSWIRE) — Champion Safe Company ( championsafe.com ), a premier manufacturer of high-security safes and a proud subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand, is proud to welcome MountainPass Safes & Coins of Kalispell, Montana to its growing network of top-tier dealers. In just a few short months, Mountain Pass Safes has made a powerful impression — purchasing over $100,000 in Champion and American Rebel products since March and quickly becoming a trusted name in the Flathead Valley for premium safes, expert delivery, and customer-first service. This early success underscores a growing demand for durable, American-made security solutions that combine advanced engineering with the personal touch of a local business.

Family-DrivenSecurity Business
Owner Steve Rice didn’t set out to buy a safe store. He set out to buy a safe — one that could protect his children from the firearms and valuables in his home. But after walking into a Champion Safe showroom and seeing the craftsmanship, security, and integrity behind the brand, he didn’t just buy a safe — he bought the whole store. That moment sparked a journey that led Steve and his wife Kelly from northern Arizona to Montana, where they reopened the business as Mountain Pass Safes & Coins . Their Kalispell showroom now serves the Flathead Valley and beyond, offering not just premium safes, but hands-on guidance, teaching customers about fire ratings, lock types, and proper installation. Mountain Pass emphasizes customer education , professional delivery, and secure installations — helping families protect what matters most.
WhatCustomers Can Expect
| ● | Exclusive Access to Champion and American Rebel safes |
|---|---|
| ● | Expert Delivery & Installation — even for safes over 2,300 lbs |
| --- | --- |
| ● | White-Glove Service from a family-run team that treats every customer like their own |
| --- | --- |
| ● | Secure Storage Solutions for firearms, documents, and precious metals |
| --- | --- |
| ● | Trade-In Options for customers upgrading to larger or more secure models |
| --- | --- |
BeyondSafes: Full-Service Security
Mountain Pass Safes is more than a safe store. It’s a hub for personal protection, preparedness, and peace of mind. In addition to safes, they offer gold and silver bullion , emergency food essentials , and gun safe accessories — all curated to help customers protect what matters most. Their team specializes in discreet, professional installations and safe relocations, with a reputation for handling even the most complex deliveries with care and precision. If it fits through the door, they’ll get it done — safely, securely, and respectfully.
EmpoweringDealers for the Future
“Steve’s entrepreneurial spirit and commitment to quality align perfectly with Champion Safe’s values. His dedication to providing top-tier security solutions and exceptional customer service exemplifies the standards we uphold. We’re proud to have Mountain Pass Safes as part of our dealer network.” — Thomas Mihalek , CEO of Champion Safe Co.
Champion Safe’s ongoing product and business improvements — from stronger builds to smarter margins — are designed with dealers like Mountain Pass in mind. Better products. Better margins. Better outcomes for their customers.
Trustedby Customers and the Community
Mountain Pass Safes is quickly earning a reputation for excellence. Customers praise their responsiveness, professionalism, and ability to deliver safes with precision and care. Their showroom is a destination for those seeking real security — not just storage — and their team is known for educating buyers on fire ratings, lock types, and installation best practices. From protecting families to securing precious metals, Mountain Pass Safes is helping Montanans prepare for the unexpected — with integrity, expertise, and a personal touch.
DealerPerspective
“I’ve worked with a lot of products over the years, but Champion safes are in a league of their own,” said Steve Rice , owner of Mountain Pass Safes. “The build quality, the integrity of the company, and the support we’ve received have made this an incredible experience. I’m proud to offer Champion to my community.”
AboutMountain Pass Safes & Coins
Mountain Pass Safes & Coins is Kalispell’s trusted destination for high-security safes, precious metals, and preparedness products. Family-owned and operated, the company provides expert delivery, professional installation, and white-glove service to customers across Montana and beyond. Learn more at mountainpasssafes.com.
AboutChampion Safe Company
Champion Safe Co. has been at the forefront of safe manufacturing for over 25 years, providing high-quality safes engineered for ultimatesecurity and fire protection . Built entirely with 100% American-made, high-strength steel , Champion Safes feature full double steel doors, robust lock and bolt work and are backed by a lifetime warranty — with no China-built imports. Learn more at championsafe.com
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space. Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of dealer expansion, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
ContactInformation
Champion Safe Business Development Opportunities: Thomas.Mihalek@championsafe.com
Investor Relations: ir@americanrebel.com
Exhibit99.6
AmericanRebel Light Beer Expands into Western North Carolina with Budweiser of Asheville, Inc.
StrategicPartnership Strengthens Distribution in 13 States
AmericanRebel Light Beer Continues to Execute Growth Plan with Established Regional Beverage Distribution Leaders like Budweiser of Ashville,Inc.
NASHVILLE,TN, Aug. 20, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB), ( www.americanrebel.com ) the company behind American Rebel Light Beer ( www.americanrebelbeer.com ), today announced a new distribution partnership with Budweiserof Asheville, Inc .. This agreement expands American Rebel Light Beer’s presence into Western North Carolina, a region known for its strong beer culture and community connection. The partnership reflects American Rebel Beverages ongoing strategy to align with established distributors who share their commitment to quality, authenticity, and growth.
AmericanRebel announces the addition of a premier distribution partner: Bud of Asheville, recognized for its legacy of excellence and strongcommunity engagement .
For nearly six decades, Budweiser of Asheville, Inc. has been a pillar of Western North Carolina’s beverage landscape. Founded in 1967 and independently owned by the Wood family since 1985, this Anheuser-Busch wholesaler has grown into a regional powerhouse. Budweiser of Asheville, Inc. distributes to a 12-county area that includes Asheville, Hendersonville, and Waynesville. With a reputation for unparalleled service and deep market knowledge, Budweiser of Asheville, Inc. has earned its place as a trusted partner to some of the world’s most iconic beverage brands.
While its portfolio is anchored by Anheuser-Busch giants like Budweiser and Michelob, Budweiser of Asheville, Inc. has also evolved to embrace local craft beers, which now account for a meaningful portion of its business. This includes beloved North Carolina names like Asheville Brewing Co., Green Man Brewing, Nantahala Brewing Co., and Bold Rock Hard Cider.
Budweiser of Asheville’s commitment to the community is as strong as its distribution network. Budweiser of Ashville, Inc. has fostered deep ties through local engagement and support for the region’s vibrant craft beer culture and outdoor lifestyle. Its hands-on approach, built through decades of relationships with retailers, restaurants, and bars, makes it an ideal partner for American Rebel Light Beer. The distributor’s extensive network ensures placement in high-traffic retail environments, including independent retailers, chain grocery stores, and local taprooms. Budweiser of Asheville, Inc. is a strong, mid-market, independent wholesaler with approximately 100–130 employees.
ToddPorter, President of American Rebel Beverage, commented:
“American Rebel is getting the top distributors of our choice, and we are overwhelmed with the response. Getting the right distribution partners, like Budweiser of Ashville, Inc. is key to a successful beverage launch, and American Rebel is the right beer at the right time. Our ‘better for you’ ingredients and the brand’s authenticity make this an easy decision for partners who value quality. The pace of these distribution announcements is increasing, which should lead to better-than-expected account growth for the remainder of the year and throughout 2026. It’s truly an exciting time to be at American Rebel.”
AmericanRebel’s Growing Distribution Network
American Rebel Light Beer continues to expand its reach nationwide. Since its launch in September 2024, the brand has rolled out in 13 states(with more on the way): Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi,Minnesota, and now Western North Carolina through Budweiser of Asheville, Inc. Each partnership reflects American Rebel’s deliberate strategy to align with distributors who share its vision of quality, authenticity, and patriotism.
AndyRoss, CEO of American Rebel Holdings, Inc., added:
“We’re more than a beer—we’re a symbol of American heritage and pride. As one of the fastest-growing beverage brands in the nation, we proudly showcase our patriotic spirit right on the can. It’s a call to action: stand tall, speak proudly, and celebrate the values that unite us.
Our partnership with Budweiser of Asheville, Inc. reflects our commitment to precision execution and strategic alignment. Rebel Light Beer is choosing partners who amplify our vision and deliver real results. This is just the beginning of our rise to becoming America’s next iconic beverage brand. Rebel Up America!”
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. American Rebel Light Beer is America’s fastest-growing patriotic light beer brand. Launched in September 2024, the brand is crafted with “better for you” ingredients and a message of pride, authenticity, and independence. With a growing network of top-tier distributors and availability in 14 states, American Rebel is expanding rapidly as it works toward becoming one of the country’s next iconic beverage brands.
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% alcoholic 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.
For more information on American Rebel Light Beer, visit americanrebelbeer.com or follow @AmericanRebelBeer on social media.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel - America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
MediaInquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebel.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.7
AmericanRebel Light Beer Elevates Cornwell Quality Tools NHRA U.S. Nationals in Indianapolis as Official Beer Sponsor, Boosting Brand VisibilityThrough Fan Engagement, Strategic Motorsports Partnership, and CEO Andy Ross Live Performances
FromNitro Alley to the Nightlife, America’s Patriotic Beer – American Rebel Light Beer Will Be Available Throughout Indianapolis—Onand Off the Track
Nashville,TN, Aug. 27, 2025 (GLOBE NEWSWIRE) — American Rebel Light Beer ( www.americanrebelbeer.com ), the fastest-growing patriotic lifestyle beer in the U.S. and a division of American Rebel Holdings, Inc. (NASDAQ: AREB) ( www.americanrebel.com ), will take center stage at the 71st annual Cornwell Quality Tools NHRA U.S. Nationals, held August 27–September 1, 2025, at Lucas Oil Indianapolis Raceway Park. Known as “The Big Go,” the NHRA U.S. Nationals is the most prestigious drag racing event in the world, and American Rebel is proud to serve as the official beer sponsor for this year’s Cornwell Quality ToolsNHRA U.S. Nationals in Indianapolis .
With more than 900 race cars competing across Top Fuel, Funny Car, Pro Stock, and Sportsman categories, the U.S. Nationals is the crown jewel of the NHRA calendar. This year’s event will also feature the Funny Car All-Star Callout, the Sox & MartinHemi Challenge, and the crowning of NHRA’s regular season champions —with nearly $400,000 in bonus purse on the line.
AmericanRebel Light Beer Activation—On and Off the Track at Full Throttle
From Nitro Alley to downtown Indy, American Rebel Light Beer will be seen across the city throughout race week. Fans, racers, and retailers will experience the brand in bars, liquor stores, and at the track itself—reinforcing American Rebel’s continued momentum.
American Rebel Light Beer isn’t just showing up at retail and in on-premise locations (Bars) in Indianapolis—it’s taking over. In the days leading up to the NHRA U.S. Nationals, Indy’s top liquor stores and bars are transforming into American Rebel Light Beer strongholds, creating a high-octane atmosphere that mirrors the intensity of the track.
● Five (5) premier liquor stores surrounding Lucas Oil Raceway are rolling out floor-to-ceiling American Rebel Light Beer displays, complete with branded coolers, race-week specials, and exclusive giveaways. These stores are primed to drive trial and visibility, turning everyday shoppers into die-hard Rebel fans.
● Spykes, Rookies , and Raceway Pub —three of the most iconic bars near the track—are going full throttle with American Rebel Beer takeovers, post-race parties, and live music tie-ins. Fans will be able to toast the weekend with cold Rebel Light while soaking in the race-day adrenaline.
● New retail partners have joined the lineup just in time for race week, expanding American Rebel Light Beer’s footprint across greater Indianapolis. These additions amplify our reach and ensure that wherever fans go—trackside, downtown, or back home—they’ll find a Rebel Light waiting.
ZinkDistributing Leads the Charge for American Rebel Light Beer in Indy
American Rebel’s presence in Indianapolis wouldn’t be possible without the outstanding support of Zink Distributing ( www.zinkdistributing.com ), who have worked tirelessly to prepare both the market and the track for this weekend’s race.
On May 7, 2025, American Rebel announced a distribution agreement with Zink Distributing Company, established in 2001, a premier distributor of Anheuser-Busch products in Indiana. This partnership specifically covers 14 central Indiana counties, including Indianapolis, with services extending into parts of two additional counties and Jim Zink Jr., President of Zink Distributing, noted that they’re “thrilled to partner with American Rebel Beverage” and look forward to introducing Hoosiers to the beer.
Thanks to our distribution partner, Zink Distributing isn’t just a beer launch—it’s a citywide celebration of speed, freedom, and flavor, all anchored by the NHRA’s biggest event of the year. From retail coordination to venue logistics, Zink has delivered best-in-class execution and helped ensure American Rebel Light Beer is positioned for maximum impact.
LiveMusic: CEO Andy Ross Headlines Saturday and Sunday at NHRA U.S. Nationals
American Rebel CEO and patriotic rocker artist Andy Ross will perform live on Saturday, August 30 and Sunday, August 31, delivering high-energy, patriotic sets that rally fans and reinforce the brand’s bold identity. His performances will take place at fan-favorite venues near the track and are expected to draw large crowds of NHRA loyalists and Rebel drinkers alike.
AndyRoss, CEO of American Rebel Holdings, Inc. commented.
“‘TheBig Go’ is where legends are made—and where our values shine. American Rebel Light Beer stands for freedom and traditionalAmerican Values. We built this great tasting light beer for people who love country, competition, and community.
Inthe Hoosier State, we’re honoring the flag, the fans, and the work it takes to win—executing every detail with professionalismand USA pride. The U.S. Nationals are America at full throttle, and American Rebel Light Beer is proud to share America’s PatrioticBeer with racing fans and our customers here in Indiana”
ToddPorter, President of American Rebel Beverage, commented:
“In all my years in the beer industry, I’ve never seen a brand resonate with this kind of velocity. It all starts with a great-tasting beer—but what we’re seeing now is an almost unstoppable movement. I’m proud to be part of the American Rebel team and to work alongside world-class partners like the NHRA and Zink Distribution. From Indy to the nation, the momentum is real—and it’s accelerating here in Indiana and across this great nation. Rebel Up America!”
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel - America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light ( www.americanrebelbeer.com ) is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Light Beer, please visit ( www.americanrebelbeer.com ) or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebelbeer.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.8
AmericanRebel Holdings files timely Nasdaq hearing request ahead of Aug. 27 deadline; hearing set Sept. 30; updates stockholders’ equity,corporate actions, and Form 8-K filings.
Nashville,TN, Aug. 28, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (Nasdaq: AREB ) (“ American Rebel ” or the “ Company ”), a designer and marketer of branded safes, personal security products and American Rebel Light Beer, today announced that it submitted its request for a hearing before a Nasdaq Hearings Panel (the “Panel”) prior to the 4:00 p.m. Eastern Time deadline on August 27, 2025 . The hearing has been scheduled for September 30, 2025. A timely hearing request stays any suspension of trading or delisting action pending the Panel’s decision in accordance with Nasdaq’s listing rules.
“The timely hearing request preserves our listing while we continue executing on measures to improve stockholders’ equity and advance our business,” said Andy Ross , Chief Executive Officer of American Rebel Holdings, Inc. “We remain focused on operational execution and prudent balance sheet actions with the objective of regaining full compliance , and we look forward to presenting our plan to the Panel on September 30, 2025 . We intend to submit these transactions to Nasdaq in thenext several days, in advance of the scheduled hearing, with the goal of resolving the matter prior to the hearing. ”
American Rebel will provide material updates to stockholders as they become available.
RecentCorporate Actions to Strengthen Stockholders’ Equity
Since June 30, 2025 , the Company has undertaken several actions intended to strengthen stockholders’ equity, including:
| ● | The<br> conversion of approximately $1.76 million of outstanding debt into equity ; |
|---|---|
| ● | An<br> equity component of approximately $2.1 million , plus an additional $100,000 equity incentive due at closing ; and |
| --- | --- |
| ● | The<br> issuance of $2.0 million of preferred equity in connection with a secured debt purchase . |
| --- | --- |
These transactions have been disclosed in Current Reports on Form 8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, with Dates of Report of August 21, 2025, August 25, 2025, August 26, 2027 and August 27, 2025, as amended . These actions are expected to improve the Company’s capital structure and stockholders’ equity position, subject to final accountingand audit . The Company continues to evaluate additional strategic and financing alternatives intended to reinforce its capital structure, support long-term growth initiatives, and enhance stockholder value, including with a view toward satisfying the equity standard set forth in Nasdaq Listing Rule 5550(b)(1) (minimum stockholders’ equity of $2.5 million ).
Stockholders’Equity by Period (from SEC Filings)
| Period End | SEC Filing | Total Stockholders’ Equity (Deficit) | ||
|---|---|---|---|---|
| September 30, 2024 | Form 10-Q | $ | (3,828,740 | ) |
| December 31, 2024 | Form 10-K | $ | (7,631,882 | ) |
| March 31, 2025 | Form 10-Q | $ | (8,012,673 | ) |
| June 30, 2025 | Form 10-Q | $ | (3,127,891 | ) |
Trendnote: The deficit reported as of June 30, 2025 reflects an improvement of approximately $4.88 million compared with March 31, 2025 .
Timelineof Nasdaq Listing Actions
| ● | February 7, 2025 – The Company filed its Quarterly Report on Form 10-Q , which reported<br> total stockholders’ equity (deficit) of $(3,828,740) as of September 30, 2024 . |
|---|---|
| ● | February 19, 2025 – The Company received a Notification Letter from Nasdaq indicating<br> noncompliance with Rule 5550(b)(1) (minimum stockholders’ equity of $2.5 million ). |
| --- | --- |
| ● | By April 7, 2025 – The Company submitted its Compliance Plan (and later<br> amended it). |
| --- | --- |
| ● | June 11, 2025 – Nasdaq accepted the Compliance Plan; extension granted through August 18, 2025 to evidence compliance. |
| --- | --- |
| ● | Financial statement context: |
| --- | --- |
| ○ | Form 10-K for the year ended December 31, 2024 reported total stockholders’ equity (deficit) of $(7,631,882) . |
| --- | --- |
| ○ | Form 10-Q for the quarter ended March 31, 2025 reported $(8,012,673) . |
| --- | --- |
| ○ | Form 10-Q for the quarter ended June 30, 2025 reported $(3,127,891) . |
| --- | --- |
| ● | August 27, 2025 (by 4:00 p.m. Eastern Time) – The Company submitted its hearing request prior to the deadline , which stays any suspension or delisting action pending<br> the Panel’s decision. |
| --- | --- |
| ● | September 30, 2025 – Hearing scheduled before the Nasdaq Hearings Panel. |
| --- | --- |
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel - America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
InvestorRelations
ir@americanrebel.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Act and is including this cautionary statement accordingly. Forward-looking statements may include, without limitation, statements regarding the Nasdaq hearing process, the potential outcome of the Panel’s review, our ability to regain compliance with Nasdaq’s listing standards (including Rule 5550(b)(1)), anticipated corporate actions, strategic alternatives, financing activities, accounting outcomes, operational execution, and the impact of these matters on stockholders’ equity and value.
Words such as “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions are intended to identify such forward-looking statements. These statements are based primarily on our current expectations and projections about future events, financial trends, and strategic initiatives that may affect our financial condition, results of operations, and business strategy.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, but are not limited to, the Panel’s discretion and timing, market conditions, our ability to successfully implement corporate actions and strategic alternatives, benefits of our continued sponsorship of high-profile events, success and availability of promotional activities, our ability to effectively execute our business plan, and other risks described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the six months ended June 30, 2025.
There can be no assurance that the Panel will grant our request for continued listing or any extension period, that we will regain compliance within any extension period, or that we will be successful in otherwise maintaining the listing of our common stock on The Nasdaq Capital Market. Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
Exhibit99.9
AmericanRebel Holdings Clarifies: No Amended S-1 Filed on August 28; Webull/Benzinga Posts Mischaracterized Prior June 3 Filing
Afterfielding multiple investor calls prompted by misleading August 28 Benzinga posts, the Company confirms no new S-1/A was filed; the referencedamendment was filed June 3, 2025, and the referenced registration was declared effective June 27, 2025 .
Nashville,TN, Aug. 28, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (“American Rebel” or the “Company”) today issued a clarification regarding an erroneous August 28 media post that insinuated the Company was filing a new amended registration statement on Form S-1 . A syndicated item on the Webull news feed reflected the same incorrect implication. The Company confirms that no amended S-1 was filed today and that any August 28 references to such action are inaccurate. This mischaracterization may have caused confusion among investors or triggered unnecessary volatility. The report did not clarify that the registration statement had already been processed and was part of previously disclosed materials.
The S-1/A at issue was previously filed on June 3, 2025 under Registration No. 333-286644 , and the Company’s registration statement was declared effective on June 27, 2025 . No new or additional amendment was filed on August 28, 2025. (See the Company’s EDGAR filing history and the SEC Notice of Effectiveness for reference.)
“As soon as the misleading post circulated, our team fielded several calls from confused investors, and we took immediate steps to communicate and correct the record,” said Andy Ross, Chief Executive Officer of American Rebel. “Accuracy and transparency in our disclosures are paramount. We encourage investors and media to rely on our official SEC filings and Company press releases for current information. If anyone has questions, reach out to us directly—we’re committed to timely, clear communication.”
For clarity, readers may review:
| ● | The<br> mischaracterized Webull news feed for AREB , which syndicated the item in question:<br> AREB News on Webull |
|---|

| ● | The<br> Company’s EDGAR page and Notice of Effectiveness confirming the June<br> 3 filing and June 27, 2025 effectiveness: AMERICAN REBEL HOLDINGS INC – EDGAR Filings<br> and SEC Notice of Effectiveness (333-286644) |
|---|
Investors can always access American Rebel’s filings at www.sec.gov and via the Company’s investor relations page.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel - America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
Investor& Media Contact
American Rebel Holdings, Inc.
Email: IR@americanrebel.com
Website: www.americanrebel.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our,” or “us”) desires to take advantage of the safe harbor provisions of that Act and is including this cautionary statement in connection therewith. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs.
Recentthird-party media coverage—including an August 28, 2025, post syndicated on Webull by Benzinga—mischaracterized the statusof our registration statement on Form S-1 by suggesting a new amended filing on that date. The amendment referenced in those posts was filed on June 3, 2025 , and the related registration statement was declared effective on June 27, 2025 . Investors are cautioned not to rely on third-party summaries or headlines when evaluating our disclosures and should refer only to ourSEC filings and Company-issued communications for current, accurate information. Market rumors, inaccurate media reports, or misconstrued summaries may contribute to volatility in our securities and to investor confusion.
Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high-profile events, the success and availability of promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
Exhibit99.10
AmericanRebel Light Beer Launches in Indiana with Zink Distributing, Delivering Record-Breaking Market Penetration and On-Premise Momentum
StrategicLaunch with Zink Distributing Drives Exceptional Sell Through Results for American Rebel Light Beer Across Indiana
Nashville,TN, Aug. 29, 2025 (GLOBE NEWSWIRE) — American Rebel Light Beer ( www.americanrebelbeer.com ), the fastest-growing patriotic lifestyle beer in the U.S. and a division of American Rebel Holdings, Inc. (NASDAQ: AREB), officially rolled out in Indiana four weeksago with Zink Distributing , delivering the brand’s most successful launch to date. In just under a month, American Rebel has achieved 10% market penetration in the Off-Premise channel —a standout performance in a beer market that’s trending downward nationwide.
Zink Distributing, founded in 2001, is the largest Anheuser-Busch wholesaler in Indiana , covering 16 counties including Marion, Hendricks, Hancock, Morgan, Vigo, Clay, Sullivan, Greene, and more. As the exclusive AB distributor for Indianapolis and surrounding regions, Zink is known for its operational excellence, retail execution, and commitment to community. With a portfolio that includes national brands and regional favorites, Zink has built a reputation for launching premium products with speed and scale—and American Rebel Light Beer is no exception.
“Zink Distributing didn’t just launch American Rebel—they lit a fire across Indiana,” said Todd Porter, President of American Rebel Beverage. “Their team executed with precision, passion, and a deep understanding of what it means to serve a patriotic crowd. This is the kind of launch that builds legends.”
Zink+ American Rebel Light Beer: Accelerating Market Momentum
American Rebel Light Beer is gaining rapid traction across Indiana. In just four weeks, the brand has secured placements in hundreds of Off-Premise accounts throughout Zink Distributing’s territory, achieving 10% market penetration—a milestone typically reached onlyafter multiple quarters of sustained effor t. This early success highlights exceptional distributor execution, strong consumer demand, and a clear resonance with patriotic branding paired with premium taste. American Rebel’s velocity is outperforming regional benchmarks and generating repeat orders from retailers who are seeing immediate sell-through .
On-PremiseMomentum
On-Premise accounts are also down nationally—but American Rebel is thriving. In Indiana, the brand is averaging 17 cases per point of distributionin bars, restaurants, and venues. That’s more than triple the volume seen in Off-Premise, signaling strong consumer pull and repeat velocity in high-traffic, high-engagement environments.
StandTall, Stand Proud and Be Loud – 16 oz Tall Boys Surge
American Rebel’s 16 oz “Stand Tall, Stand Proud and Be Loud” tall boys are leading the charge, accounting for nearly three-quarters of total volume sold since launch. Consumers are gravitating toward the bold packaging and larger format, making it a top seller in convenience stores, liquor stores, and high-energy bar venues. The tall boys are outperforming 12-pack 12 oz cans by a wide margin, and the momentum has prompted American Rebel to begin development of a 12-pack 16 oz format , slated to launch in spring 2026 .
“When you crack open a 16 oz American Rebel, you’re not just drinking a beer—you’re standing for something,” said Andy Ross, CEO of American Rebel Holdings. “It’s bold, it’s loud, and it’s unapologetically American. That’s why it’s winning.”
Demand has been so strong that Zink Distributing has had to reorder tall boys to fill retail orders , after running out of product in their warehouse. The sell-through velocity has exceeded initial forecasts, with retailers requesting additional inventory to keep shelves stocked and cold boxes full.
Zink+ American Rebel Light Beer: Accelerating Market Momentum at the 71st Annual Cornwell Quality Tools NHRA U.S. Nationals
Zink Distributing is playing a pivotal role in the successful launch of American Rebel Light Beer across Indianapolis, aligning retail expansion with the brand’s sponsorship of the 71st annual Cornwell Quality Tools NHRA U.S. Nationals. View the full press release Through strategic placements in top liquor stores and full-bar activations at Spykes , Rookies , and Raceway Pub , Zink delivered best-in-class coverage and velocity across 14 counties—solidifying American Rebel’s presence in the heartland.
AmericanRebel Light Beer: Crafted for Real American Taste
American Rebel Light Beer is brewed for drinkers who value freedom, flavor, and authenticity. With 110 calories, a crisp, bold taste, and no unnecessary additives, it’s a premium domestic light lager that delivers clean refreshment and strong consumer appeal. Whether it’s poured in a bar in Speedway or stocked on shelves in Terre Haute, American Rebel is built to perform in high-demand, high-pride markets like Indiana.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel - America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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 rice or other sweeteners typically found in mass-produced beers.
MediaInquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebel.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.11
AmericanRebel (NASDAQ: AREB) Makes Minority Investment in Schmitty’s Herbal Snuff and Pouches to Enter $10B Smokeless Market
Initial focus will be on growing Schmitty’s existing retail footprint while jointly pursuing new retail expansion and exploring licensing opportunities under America’s Patriotic Brand.
| ● | $10B+ U.S. smokeless market opportunity : Schmitty’s tobacco- and nicotine-free products<br> already have proven sell-through and retail traction. |
|---|---|
| ● | Near-term growth : Partnership will focus on expansion of Schmitty’s existing distribution<br> and retail placements, targeting a $40–50M wholesale opportunity. |
| --- | --- |
| ● | Future upside : American Rebel and Schmitty’s will jointly pursue national retail expansion<br> and explore licensing opportunities to strengthen America’s Patriotic Brand across<br> categories. |
| --- | --- |
Nashville, TN, Sept. 10, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), America’s Patriotic Brand , today announced a strategic 19% minority investment in Schmitty’s Herbal Snuffand Pouches (schmittys.com), a premium, better-for-you smokeless brand rooted in strong American values. The transaction reinforces the American Rebels commitment to expanding its portfolio of high-growth consumer products that align with our patriotic values.
American Rebel (americanrebel.com) is the creator of American Rebel Beer (americanrebelbeer.com)— America’s fastest-growing beer—and a leading designer and marketer of branded safes, personal security products, and patriotic apparel. Its portfolio includes Champion Safe Company , a wholly owned subsidiary and manufacturer of premium safes.
The strategic investment combines Schmitty’s proven smokeless product lineup, existing retail placements, and regional distributionwith American Rebel’s rapidly expanding national retail and distributor platform. The initial goal is to grow Schmitty’sdistribution footprint, pursue joint retail expansion, and explore licensing opportunities that leverage the strength of America’s Patriotic Brand across categories.
With a near-term U.S. wholesale market opportunity estimated at $40–50 million , the collaboration is designed to accelerate revenue growth while positioning both companies to pursue broader multi-category consumer product opportunities.
Allthe Flavor. None of the Tobacco. Authentic. American. Schmitty’s is redefining the smokeless experience with tobacco-free,nicotine-free products that deliver the ritual and taste consumers expect — without the harmful chemicals. The Future ofSnuff — Made in the USA.
AndyRoss, CEO of American Rebel Holdings:
“ American Rebel is more than a company — it’s a lifestyle brand built on American-made quality and patriotic values thatresonate with our growing customer base. Our vision has always been to add products that reflect who we are and what we stand for: strong, authentic, and unapologetically American. We’re seeing tremendous traction with American Rebel Beer in the domestic category, and Schmitty’s is the perfect addition to our portfolio. Together, we can deliver a powerful one-two punch: a patriotic beer and a premium smokeless alternative that belong side-by-side in the hands of American consumers. This is just the beginning — we’ll continue to identify and partner with other aligned products that can benefit from the American Rebel brand and our expanding retail footprint.
AmericanRebel is bullish on growth . With beer already gaining traction in the domestic market, smokeless alternatives entering at scale, and a pipeline of aligned products on the horizon, American Rebel is building a multi-category, American-made consumer powerhouse. The strategy is simple and powerful: identify strong brands that reflect American values, add them to the portfolio, and amplifythem with our growing distribution network. Investors, retailers, and consumers can expect more bold moves from American Rebel as the company cements itself as a leader in lifestyle-driven consumer products that celebrate our American Values and Freedoms.”

Schmitty’sHerbal Snuff & Pouches – Made in the USA
Schmitty’s is a fine cut, loose style snuff, no fluff or fancy flavors, just good chew. We made you a can to be proud of, none of the harmful chemicals, tobacco, or nicotine of your old chew. Our natural tea base makes it safe to swallow, good for your mouth, gut and relationships too. No more dirty mouths or toxic chemicals.
ProductHighlights: Good Snuff, No Bad Stuff
OriginalSnuff – $5.99 MSRP (single can) / $26.95 (multi-can roll)
| ● | Available in Original, Mint, and Wintergreen |
|---|---|
| ● | No Nicotine or Tobacco |
| --- | --- |
| ● | No Harmful Chemicals |
| --- | --- |
| ● | All-Natural Tea Base |
| --- | --- |
| ● | OG Taste and Texture |
| --- | --- |
Not your average snuff: Schmitty’s Original keeps the fine cut, the texture, and the taste — but ditches the tobacco and nicotine. It’s so much like the real thing, you won’t even miss your old puck. Whether you’re cutting down or quitting cold turkey, Schmitty’s delivers the ritual without the risk. It’s Swap Season .
OriginalPouches – $5.99 MSRP (single can) / $26.95 (multi-can roll)
| ● | Available in Original, Mint, and Wintergreen |
|---|---|
| ● | No Nicotine or Tobacco |
| --- | --- |
| ● | No Harmful Chemicals |
| --- | --- |
| ● | Good-for-You Tea Base |
| --- | --- |
| ● | OG Taste and Texture |
| --- | --- |
Schmitty’s has pulled off the pouch that feels just like the real thing. All the dip ritual, none of the harmful chemicals. Traditional snuff can lead to preventable cancer and disease — Schmitty’s replaces it with a clean, all-natural tea base that’s better for you, while keeping the cut, taste, and satisfaction. It’s Good Snuff, No Bad Stuff. It’s Swap Season.
OriginalEnergy Pouches – $6.99 MSRP (single can) / $31.45 (multi-can roll)
| ● | Available in Original, Mint, and Wintergreen |
|---|---|
| ● | Caffeine + Natural Energy Blend |
| --- | --- |
| ● | No Nicotine or Tobacco |
| --- | --- |
| ● | No Harmful Chemicals |
| --- | --- |
| ● | Good-for-You Tea Base |
| --- | --- |
| ● | OG Taste and Texture |
| --- | --- |
Pouchesthat pack a punch! Each pouch contains 60 mg of caffeine — about the same as an 8 oz. energy drink — with 900mg per can . Made with Pam’s tea-based secret recipe, Schmitty’s Energy delivers the taste and feel you love with the extra boost you need to get things done. No tobacco, no nicotine — just clean, natural energy. Whether you’re on the job or chasing the big catch, these pouches keep you buzzing.
ExpandedLineup
| ● | Wintergreen & Mint : Classic flavors perfected with a clean formula. |
|---|---|
| ● | Energy Pouches : Deliver the caffeine equivalent of an energy drink in each pouch, powered by<br> CoQ10 and taurine for a clean boost. |
| --- | --- |
| ● | Sleep Pouches : A soothing, nicotine-free way to wind down at the end of the day with Melatonin<br> (5 mg), L-Theanine and GABA. |
| --- | --- |

TheCategory Is Big. The Opening Is Bigger.
The U.S. smokeless alternative and oral products market exceeds $10 billion annually, with millions of adult moist smokeless tobacco users expressing a desire to switch. If even a modest share converts, the revenue opportunity is measured in billions—and it’s accelerating as retailers seek high-margin, responsible alternatives that keep shoppers in-category without the baggage of tobacco or nicotine.
“ We’re not asking the category to change—we’re giving it what it already wanted: real taste, real ritual, and zerotobacco or nicotine, ” said Pam Schmitt, CEO & Founder of Schmitty’s. “Our repeat behavior and retail sell-through prove it. With American Rebel’s platform, we’re planning on scaling faster, adding functional innovation, and giving retailers a premium, American-made story that moves product. Rebel Up America!”
Wherecompetitors fall short:
| ● | Nicotine brands replicate ritual but keep users on nicotine. |
|---|---|
| ● | Legacy herbal brands check the “nicotine-free” box but often lack a modern, functional<br> product architecture or a national growth engine. |
| --- | --- |
WhereSchmitty’s wins:
| ● | Zero tobacco. Zero nicotine. A true alternative that fits wellness-minded lifestyles. |
|---|---|
| ● | Real dip experience. A satisfying, tea-based formula that nails the texture, flavor, and ritual<br> dippers want. |
| --- | --- |
| ● | Functional line extensions. Energy and Sleep pouches create all-day occasions and bigger baskets—more<br> than “just another flavor.” |
| --- | --- |
| ● | Made in the USA, 100% guaranteed. Quality, consistency, and pride that resonate with retailers<br> and consumers. |
| --- | --- |
| ● | Proven sell-through and reorder velocity. Performance both online and in retail, including corporate<br> adoption at a leading national c-store chain. |
| --- | --- |
| ● | Ready to scale now. Current capacity to continuously supply 50,000+ retail locations ,<br> representing a $40–50M annual wholesale supply chain opportunity even before<br> planned expansions. |
| --- | --- |
| ● | Patents pending. A platform with the potential to incorporate hundreds of bio-active ingredients —a durable moat for future innovation. |
| --- | --- |
TheCombination: Schmitty’s × American Rebel
This partnership unites category-leading product proof with a patriotic, values-driven consumer platform and national retailmuscle .
WhatAmerican Rebel brings:
| ● | Lifestyle brand power. A patriotic, blue-collar, outdoor-friendly ethos that mirrors Schmitty’s<br> core consumer and amplifies “Made in USA” credibility. |
|---|---|
| ● | Cross-category firepower. Beer + smokeless alternatives unlock co-placement, events, and promotions<br> that single-category competitors can’t match. |
| --- | --- |
| ● | Distribution leverage. Relationships to accelerate planogram wins and expand Schmitty’s retail<br> footprint nationwide. |
| --- | --- |
| ● | White-label runway. Rapid brand-extension capabilities for channel exclusives, limited drops, and<br> retailer-owned labels—on top of Schmitty’s core brand growth. |
| --- | --- |
WhatSchmitty’s contributes:
| ● | A premium, nicotine-free oral platform with proven repeat purchase. |
|---|---|
| ● | Functional innovation (Energy/Sleep) that creates incremental trips and margin. |
| --- | --- |
| ● | Manufacturing readiness to meet national velocity, with the ability to scale further. |
| --- | --- |
| ● | A pipeline protected by patents pending for future bio-active formulations. |
| --- | --- |
Theresult: a defensible, multi-brand portfolio across formats, use-cases, and price-points—built on one efficient supply chain and a single, coherent “American-made” story.
CompetitiveAdvantages—Made Explicit
| ● | Against nicotine pouch and “tobacco-like” players: Schmitty’s offers the authentic feel consumers crave without nicotine , giving retailers a lower-risk, high-margin<br> oral option that still delivers ritual satisfaction. |
|---|---|
| ● | Against legacy herbal: Schmitty’s upgrades the experience with better flavor parity, real dip-like texture, and functional SKUs that win more shelf and more occasions. |
| --- | --- |
| ● | Against single-purpose energy or coffee pouches: Schmitty’s blends habit replacement + functional benefits while preserving the dip ritual—expanding the addressable<br> market beyond “energy only.” |
| --- | --- |
NationalRollout: The Next 16 Months
| 1. | Distribution Expansion: Prioritize c-store and grocery chains with high dip penetration; target new<br> planograms and seasonal sets using data-led sell-in. |
|---|---|
| 2. | Retail Theater & Cross-Promotions: Endcaps and counter units pairing Schmitty’s with<br> American Rebel Beer where permissible; tailgate and motorsports activations; co-sampling<br> programs. |
| --- | --- |
| 3. | White-Label & Channel Exclusives: Curated SKUs/flavors and patriotic limited editions for key<br> distributors and banners. |
| --- | --- |
| 4. | Innovation Cadence: Continue to scale Energy and Sleep pouches; pilot bio-active line extensions under patents pending. |
| --- | --- |
| 5. | Operations & Quality: Increase canning and pouching throughput; maintain U.S. manufacturing<br> standards, consistency, and a 100% satisfaction guarantee. |
| --- | --- |
| 6. | Community & Cause: Deepen engagement with military and veteran communities through targeted<br> partnerships and donations. |
| --- | --- |
WhySchmitty’s Stands Apart
While competitors keep nicotine in the mix, or legacy brands rely on outdated herbal bases, Schmitty’s has created the perfect trifecta:
| ● | Authenticity — The texture, flavor, and ritual of real dip. |
|---|---|
| ● | Health-forward innovation — Functional Energy and Sleep SKUs for all-day occasions. |
| --- | --- |
| ● | Patriotic, Made-in-USA quality — Every can and pouch comes with a 100% guarantee. |
| --- | --- |
Callto Retailers and Distributors
| ● | High-margin, high-velocity nicotine-free oral products consumers already reorder |
|---|---|
| ● | Multiple use-cases (traditional, Energy, Sleep) for all-day basket building |
| --- | --- |
| ● | Cross-category programs with American Rebel to drive traffic and trial |
| --- | --- |
| ● | White-label options to differentiate your shelves |
| --- | --- |
**Contact:**pam@schmittys.com | Samples, pricing, and display programs available upon request.
AboutSchmitty’s Herbal Snuff and Pouches
Schmitty’s is a Washington-based manufacturer of premium, non-tobacco, non-nicotine oral products. The lineup includes Original Snuff,Original Pouches, and Original Energy Pouches in Original, Mint, and Wintergreen flavors . Proudly Made in the USA and backed by a 100% guarantee , Schmitty’s pairs authentic taste with functional innovation to lead the next era of smokeless alternatives.
AboutAmerican Rebel Holdings, Inc.
American Rebel (NASDAQ: AREB) is a patriotic lifestyle company and consumer products platform. Known as “America’s Patriotic Brand,” American Rebel is expanding rapidly with American Rebel Beer in the domestic category and now adding Schmitty’s Herbal Snuff and Pouches to its portfolio. The company’s strategy is clear: bring together products that are American-made, authenticallypositioned, and aligned with patriotic values — creating a high-growth platform that speaks directly to loyal communities across the country.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space. Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Schmitty’sHerbal Snuff Distribution Opportunities
Pam Schmitt
Chief Executive Officer, Schmitty’s Herbal Snuff and Pouches
pam@schmittys.com
BeerDistribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebel.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high-profile events, success and availability of promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025. Additionally, American Rebel is a minority interest owner in Schmitty’s Herbal Snuff and Pouches and does not control its daily operations. Any anticipated results or market forecasts related to the Herbal Snuff and Pouches category—whether provided by Schmitty’s or derived from existing market data—are inherently uncertain, and we cannot assure that Schmitty’s will achieve those outcomes. Furthermore, there is no guarantee that existing American Rebel customers or distribution partners will choose to carry or support the Schmitty’s brand. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.12
AmericanRebel Holdings, Inc. (NASDAQ: AREB) Announces Updated Structure of 218 3rd Avenue Transaction Company Reaffirms Commitment to StrategicProperty Acquisition and Nashville Expansion
AmericanRebel Holdings, Inc. Acquires 30% of 218 LLC to Improve Stockholders Equity
PremierNashville Property, owned by 218 LLC, to Anchor Corporate Headquarters and Expand American Rebel Beer Brand Presence Near Historic Broadwayand Flagship Beverage Accounts
Nashville,TN, Sept. 15, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) American Rebel today issued an update regarding the structure of its previously announced transaction involving the property located at 218 3rd Avenue North, Nashville,Tennessee . The Company remains fully committed to acquiring the property, which is central to its long-term strategic and operational plans. While the transaction was initially structured as a direct real estate purchase, the Company has elected to acquire 100% ofthe membership interests in the limited liability company (LLC) that owns the building. This structure preserves the original valuation of $14.1 million and streamlines the closing process.
In addition to clarifying the transaction structure, American Rebel believes the acquisition of the LLC—whose sole asset is the 218 3rd Avenue building—will positively impact stockholder equity . The Company has acquired an initial 30% ownership interestin LLC through the issuance of 280,000 shares of Series D Convertible Preferred Stock , valued at $2.1 million . By leveraging preferred equity and structured payments, American Rebel is adding a high-value, cash-flow-positive asset to its balance sheet. This strategic move is intended to strengthen the Company’s equity position in alignment with Nasdaq requirements , while preserving flexibility and minimizing dilution. The Company views this transaction as accretive to long-term stockholder value.
218LLC Transaction Analysis: Equity Impact
The acquisition of 218 LLC via the Membership Interest Purchase Agreement (MIPA) is structured to:
| ● | Preserve<br> the $14.1M appraised value of the building as a balance sheet asset. |
|---|---|
| ● | Avoid<br> direct real estate purchase liabilities by acquiring the LLC that owns the asset. |
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| ● | Leverage<br> equity instruments (Series D Convertible Preferred Stock) to fund the acquisition without<br> immediate cash dilution. |
| --- | --- |
| ● | Immediately<br> improve stockholder equity through the issuance of $2.1 million in preferred equity<br> tied to a tangible, cash-flow-positive asset. |
| --- | --- |
American Rebel has acquired an initial 30% ownership interest in the LLC through the issuance of 280,000 shares of Series D Convertible Preferred Stock, valued at $2,100,000, is expected to strengthen the Company’s balance sheet and stockholder equity, supporting compliance with Nasdaq listing standards.
“Thisbuilding isn’t just brick and mortar—it’s the future home of American Rebel,” said Andy Ross, CEO of American Rebel. “ We’re not just acquiring an interest in a LLC—we’re planting our flag in the heart of Nashville.This property, owned by the LLC, gives us the flexibility to execute our vision with precision: to build out a branded headquarters onthe fourth floor and transform the existing short-term rentals into immersive showcases of America’s Patriotic Brand. Whether it’sbusiness partners, new distributors, or future investors, we want every guest to walk away with the full American Rebel experience—anda cold American Rebel Light Beer in hand. This is more than a transaction—it’s a strategic leap forward, and we’reproud to do it in our own backyard.
This building will be a featured cornerstone of our brand and our future. Acquiring an interest in LLC that owns the property is a smart, efficient way to move forward. The asset remains the same, and this structure allows us to execute with greater flexibility whilestaying true to our original intent of leveraging this premier asset and improve stockholder equity .”
The building is currently and has been historically operating on a cash flow positive basis annually. The first floor, leased to the Black Rabbit restaurant and the second and third floors operate as high-end short-term rental (STR) units at 218 3rd Avenue North, each offering luxury accommodation and immersive Nashville experiences.
BlackRabbit: Nashville’s Hidden Gem with Historic Swagger Black Rabbit
Nestled in the heart of Printer’s Alley, just steps from Lower Broadway, Black Rabbit is a locally owned, high-end restaurant and cocktail bar that blends Prohibition-era charm with modern culinary firepower. Housed in a 134-year-old building once occupied by Jimmy Hoffa’s attorney, the space oozes character—and the menu delivers.
From wood-fired steaks and ember-roasted vegetables to their legendary Rabbit Spam Sliders, every dish is crafted with bold flavor and Southern soul. The bar boasts one of the largest bourbon collections in the city, and their award-winning happy hour draws a loyal crowd nightly.
Live music, cozy fireplaces, and a speakeasy vibe make Black Rabbit more than a restaurant—it’s a destination. With a long-term lease in place and a reputation for excellence, it’s a cornerstone of the 218 3rd Avenue property and a perfect complement to American Rebel’s brand experience. The Black Rabbitt has been named Best in the City, the 2022 Nashville Scene Writer’s Choice- Happy Hour and the 2024 Nashville Scene Writer’s Choice - Best Slider
The second and third floors operate as high-end short-term rental (STR) units at 218 3rd Avenue North, each offering luxury accommodation and immersive Nashville experiences:

TheWriter’s Loft ( View Listing )
| ● | 4<br> Bedrooms, 3.5 Bathrooms Sleeps 10 ~4,000 sq. ft. |
|---|---|
| ● | Located<br> in historic Printer’s Alley |
| --- | --- |
| ● | Features:<br> Pool table, soaking tub, cocktail bar downstairs, 5 smart TVs |
| --- | --- |
| ● | Positioned<br> for walkable access to Nashville’s nightlife and music scene |
| --- | --- |

TheProducer’s Loft ( View Listing )
| ● | 4<br> Bedrooms, 4.5 Bathrooms Sleeps 10 ~4,000 sq. ft. |
|---|---|
| ● | Full<br> second-floor luxury loft with gourmet kitchen, shuffleboard, fireplaces |
| --- | --- |
| ● | Historic<br> charm meets upscale finishes |
| --- | --- |
| ● | Ideal<br> for hosting strategic partners and VIP guests |
| --- | --- |
American Rebel intends to elevate the premium architectural design and layout of each short-term rental unit by thoughtfully integrating American Rebel branding that complements the existing aesthetic. These enhancements will create a seamless guest experience that subtly encourages visitors to seek out American Rebel Light Beer while exploring Nashville.
The Company plans to position these STRs as branded lifestyle destinations— hosting strategic investors, business development contacts,and beverage distribution partners . Each stay will offer a curated, immersive experience of America’s Patriotic Brand , right in the heart of Music City.
The Company also intends to build out the fourth floor of the property as its Nashville-based Corporate Headquarters , located just blocks from the city’s iconic Lower Broadway. The neighborhood features several American Rebel accounts and high-profile venues including:
| ● | Kid Rock’s Big Ass Honky Tonk and Steakhouse |
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| ● | Rippy’s |
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| ● | Tootsies Orchid Lounge |
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| ● | Doc Holliday’s |
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| ● | Honky Tonk Central |
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| ● | Detroit Cowboy |
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| ● | Nashville Palace |
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| ● | Scoreboards |
| --- | --- |
| ● | John Daly’s |
| --- | --- |
| ● | Losers Bar & Grill |
| --- | --- |
These venues represent a vibrant and influential network of American Rebel’s brand partners and distribution channels, reinforcing the strategic importance of the 218 3rd Avenue property as both a revenue-generating asset and a hospitality-driven business development hub.
The Company filed a Form 8-K with the U.S. Securities and Exchange Commission on September 15, 2025 , to clarify the transaction mechanics. The filing does not reflect a change in direction or valuation, but rather a refinement in how the transaction will be executed.
This transaction structure was further detailed in the Company’s September 15, 2025, PRE 14C filing with the SEC, which outlines the shift from a direct real estate purchase to a membership interest acquisition in 218 LLC. The filing confirms that the building remains the sole asset of the LLC and that the Company intends to acquire 100% of the membership interests over time. The PRE 14C also highlights the equity-based funding structure and its anticipated impact on stockholder value.
American Rebel continues to advance its operational footprint in Nashville and views the acquisition of 218 3rd Avenue North as a strategic milestone in its growth trajectory.
AboutAmerican Rebel Holdings, Inc.
American Rebel - America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AmericanRebel Holdings, Inc. Investor Relations
ir@americanrebel.com
AboutAmerican Rebel Light Beer
Based in Nashville, TN. American Rebel Light Beer is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high-profile events, success and availability of promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
With respect to the acquisition of membership interests in the LLC that owns the property located at 218 3rd Avenue North, Nashville, Tennessee, investors should note that American Rebel is purchasing and intends to continue purchasing minority interests in the LLC. The Company does not control the daily operations of the short-term rental units or the restaurant tenant, and future performance of these assets is not guaranteed. Market conditions—including tourism, hospitality demand, and local economic factors—may vary significantly and could materially impact the revenue generated from the building’s operations.
Furthermore, the transaction includes payment obligations at maturity, and in the event of uncured defaults, ownership of the LLC could revert to the seller. These risks may affect the Company’s ability to realize the anticipated strategic and financial benefits of the transaction.
Additionally, while several prominent Nashville venues—including those identified in this release—have carried and are expected to continue carrying American Rebel Light Beer, there is no guarantee that they will continue to do so. Changes in consumer demand, distributor relationships, or venue operations could impact future placement and sales.
Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact:
Investor Relations
American Rebel Holdings, Inc.
ir@americanrebel.com
Exhibit99.13
AMERICANREBEL ANNOUNCES 1-FOR-20 REVERSE STOCK SPLIT WITH ROUND LOT SHAREHOLDER PROTECTION TO BE EFFECTIVE ON OCTOBER 3, 2025
Nashville, TN, Sept. 23, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) — America’s Patriotic Brand (the “Company”), today announced that it will effect a reverse stock split of its outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-20, to be effective as of 12:00 a.m. Eastern Time on October 3, 2025.
As of the date of this press release, the Company has NOT received a deficiency notice regarding the bid price rule from the listing qualifications staff at The Nasdaq Capital Market (“Nasdaq”).
The Company’s Common Stock will begin trading on a reverse stock split-adjusted basis at the opening of Nasdaq on Friday, October 3, 2025. Following the reverse stock split, the Common Stock will continue to trade on Nasdaq under the symbol “AREB” with the new CUSIP number, 02919L703. The reverse stock split is intended for the Company to:
EnhanceDeposit (Ability) and Marketability : By increasing the share price, a reverse split can make the stock more eligible for trading on certain platforms
Continue to ensure compliance with the minimum bid price requirement of $1.00 per share of common stock for continued listing on Nasdaq.
Important information:
Exchange/Split Rate: 1:20
New CUSIP: 02919L703
Date of Record: October 3, 2025
Transfer Agent: Securities Transfer Corporation
Contact Us - Securities Transfer Corporation
The reverse stock split will not change the authorized number of shares of the Company’s Common Stock. No fractional shares will be issued in connection with the reverse stock split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. Further, no current owner of 100 or more shares will be reduced to less than 100 shares. In addition, the reverse stock split will apply to the Common Stock issuable upon the exercise of the Company’s outstanding derivative securities, with proportionate adjustments to be made to the exercise prices and number of derivates thereof and under the Company’s equity incentive plans.
RoundLot Shareholder Protection to ensure that shareholders holding a “round lot” (typically 100 shares) are not adversely affected by the split.
AllFractional Shares Rounded to nearest whole number. As a result of the reverse stock split all fractional interests will be rounded up to the nearest whole number
The Company is committed to pro-actively protecting the interests of its stockholders, particularly those owning round lots of 100 or more shares. Stockholders holding at least 100 shares prior to the reverse stock split will retain a minimum of 100 shares post-split. This protection ensures that no stockholder who currently qualifies as a round lot holder will lose their status. Additionally, fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share to maintain liquidity and shareholder equity.
The reverse stock split will reduce the number of issued and outstanding shares of the Company’s common stock from approximately 10.2 million to approximately 514 thousand, which does not include shares to be issued pursuant to the round lot rounding set forth above.
On May 20, 2025, the stockholders of the Company approved a Certificate of Amendment to the Company’s Second Amended and Restated Articles of Incorporation to effect a reverse stock split of the Common Stock, at a ratio of up to 1-for-25, with such ratio to be determined in the sole discretion of the Company’s board of directors (the “Board”) and with the reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion at any time within twelve (12) months of such stockholder approval. The Board approved the reverse stock split at a ratio of 1-for-20 on September 16, 2025.
Securities Transfer Corporation is acting as the exchange agent and paying agent for the reverse stock split. Stockholders holding their sharesin book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split .
The standard procedure is that DTC gathers all round up share requests from each participant within their system. After about 4 businessdays, DTC will send a request for the total amount of round up shares needed to cover all participants/beneficial holders. At that time, our transfer agent will make one issuance/deposit to CEDE (DTC).
Round up shares should populate in participant/beneficial holder accounts approximately on or before ten (10) trading days post the Reverse Stock Split.
Securities Transfer Corporation will provide instructions to any stockholders with certificates regarding the process in connection with the exchange of pre-reverse stock split stock certificates for ownership in book-entry form or stock certificates on a post-reverse stock split basis. Stockholders are encouraged to contact their bank, broker or custodian with any procedural questions.
AboutAmerican Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Light Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit www.americanrebel.com and www.americanrebelbeer.com. For investor information, visit www.americanrebel.com/investor-relations.
CautionaryNote Regarding Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include our ability to raise adequate working and expansion capital, our ability to efficiently incorporate acquisitions into our operations, the use of non-GAAP based pro forma financial estimates, our ability to introduce new products, our ability to meet production demands, our ability to expand our sales organization to address existing and new markets that we intend to target, our ability to meet or exceed financial and reporting estimates, any effects of the reverse stock split, our ability to continue to meet Nasdaq listing requirements, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
**SOURCE:**American Rebel Holdings, Inc.
CompanyContact:
info@americanrebel.com
Exhibit99.14
AmericanRebel Light Beer to be Primary Sponsor on Tony Stewart Top Fuel Dragster, Matt Hagan Funny Car and John Hall Pro Stock Motorcycle atNHRA Midwest Nationals September 26 - 28
CEOAndy Ross to Bring the Party and Perform Between Nitro Qualifying Rounds Saturday
Nashville,TN, Sept. 26, 2025 (GLOBE NEWSWIRE) — American Rebel Light Beer is proud to announce its high-impact presence at this weekend’s NHRA Midwest Nationals at World Wide Technology Raceway outside St. Louis, Missouri. Fans will see American Rebel Beer’s bold patriotic branding featured on Tony Stewart’s Top Fuel dragster , Matt Hagan’s Funny Car , and John Hall’s ProStock Motorcycle roaring down the track in two Friday qualifying sessions, two Saturday qualifying sessions and the elimination rounds on Sunday.
American Rebel’s partnership with Tony Stewart Racing (TSR) has been a driving force behind the brand’s explosive growth obtaining key distribution in 15 states and continuing to expand its footprint across this great country. From national TV exposure to grassroots fan engagement, TSR has helped American Rebel Light connect with millions of consumers who share our values of freedom, grit, and patriotism.
Adding to the excitement, American Rebel CEO and singer/songwriter Andy Ross will take the stage between qualifying rounds 3 and 4 on Saturday, delivering his signature blend of patriotic rock and roll to energize the crowd. Known for anthems that celebrate patriotism, freedom, and the American way, Andy’s performance will be a highlight of the weekend.
“Our brand stands for the American spirit — bold, proud, and unapologetic,” said Andy Ross. “Seeing our paint fly down the track on Tony Stewart, Matt Hagan, and John Hall’s machines while I crank out rebel rock for thousands of fans – that’s what freedom sounds like and what American Rebel is all about. Nothing is better than race day and bringing the party.”
“We always have a fun weekend when Andy Ross from American Rebel is with us. He’s an awesome cheerleader that cares about our teams as much as we do. To have him and the large amount of guests he’s bringing, we’re proud of that,” said Tony Stewart, driver of the American Rebel Beer Dodge//SRT Top Fuel Dragster.
In preparation for St. Louis, Matt Hagan, driver of the American Rebel Beer Dodge//SRT Hellcat Funny Car said, “We have been through some tough explosions the last few weeks, but I know we are ready to put that American Rebel Beer Dodge Hellcat back in the winner’s circle at St. Louis next weekend.”
“We’re proud to stand behind the racers, the fans, and the values that make this sport great,” added Todd Porter, President of American Rebel Beverage. “Having our branding on three incredible competitors and Andy Ross on stage is the perfect way to bring Rebel Light to life in front of thousands of passionate fans.”
This event marks the 17th race of the NHRA Mission Foods Drag Racing Series’ 20-race schedule and the third round in the six-race Countdown to the Championship. Tony Stewart enters St. Louis ranked 4th in Top Fuel, just 68 points behind leader Doug Kalitta. Matt Hagan is sitting 2nd in Funny Car, trailing Austin Prock by 79 points, while John Hall is currently 6th in Pro Stock Motorcycle, just 102 points off the lead and well within striking distance.
WeekendRacing Schedule – NHRA Midwest Nationals (St. Louis)
Friday,Sept. 26 (Nitro Qualifying, streamed live on NHRA.TV)
Nitroqualifying session (Q1): 6 p.m. CDT/7 p.m. EDT
Nitroqualifying session (Q2): 8 p.m. CDT/9 p.m. EDT
Saturday,Sept. 27 (Nitro Qualifying, streamed live on NHRA.TV)
Nitroqualifying session (Q3): 12:15 p.m. CDT/1:15 p.m. EDT
AndyRoss Performance on the American Rebel Light Stage 1:30 p.m. CDT/2:30 p.m. EDT
Nitroqualifying session (Q4): 3 p.m. CDT/4 p.m. EDT
Sunday,Sept. 28 (Nitro Eliminations, streamed live on NHRA.TV)
Round1: 11 a.m. CDT/12 p.m. EDT
Round2: 1 p.m. CDT/2 p.m. EDT
Semifinals:2:40 p.m. CDT/3:40 p.m. EDT
Finals:4:15 p.m. CDT/5:15 p.m. EDT
TVcoverage on FS1
Sunday,Sept. 28: Qualifying show recapping Friday and Saturday’s action (1:30 p.m. EDT)
Sunday,Sept. 28: Finals show (3 p.m. EDT) Catch the action live at World Wide Technology Raceway and tune in on FS1, where over 2 million viewers will see American Rebel fly down the strip.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space.
Learn more at americanrebelbeer.com/investor-relations.
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story.
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion.
Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Arkansas, Nevada, Minnesota and Mississippi. For more information about the launch events and the availability of American Rebel Beer, please visit americanrebelbeer.com or follow us on social media platforms (@AmericanRebelBeer).
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% alcoholic 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.
MediaContact
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebel.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
Exhibit99.15
AmericanRebel (NASDAQ: AREB) Announces Fully Resolved Bank of America (“BofA”) Default, Eliminates Risk, and Secures Long-Term FinancingFlexibility with Streeterville Capital LLC
Recentlyexecuted corporate actions and transactions including full payment to Bank of America have eliminated legal risk and strengthenedthe balance sheet.
AmericanRebel builds on strategic relationship with Streeterville Capital — completing multiple transactions since June 2025, includingthe purchase of $2 million in Damon Inc. notes – Damon Inc. is redefining the electric motorcycle space with a dual focus on hardwareinnovation and AI-driven rider intelligence , positioning itself as a standout in the $40B+ global two-wheeler market
Nashville,TN, Sept. 26, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), America’s Patriotic Brand American Rebel, today announced a decisive milestone in its financial strategy: theCompany has fully resolved its default with Bank of America (“BofA”), eliminated foreclosure risk related to Champion Safe Co., released collateral tied up in prior credit facilities, and consolidated its financing under a new long-term agreement with Streeterville Capital, LLC. (“Streeterville”).
Bankof America – Confirmation of Judgement Resolution
On September 25, 2025, the company received formal notification from Bank of America confirming the Satisfaction of Judgment, as expected. This acknowledgment marks the resolution of the matter and reflects the successful closure of all related obligations.
KeyHighlights of the Transaction with Streeterville regarding BofA Resolution
FilingReference: 8K – American Rebel Holdings, Inc., September 12, 2025
| ● | Default Resolved, Litigation Closed – American Rebel has fully repaid its outstanding line<br> of credit with Bank of America, curing the default and closing all related litigation. |
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| ● | Foreclosure Risk Eliminated – The settlement removes foreclosure threats against Champion Safe<br> Co. and other subsidiaries, protecting the Company’s most valuable assets. |
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| ● | Collateral Freed – Assets previously encumbered under Bank of America are cancelled per the<br> satisfaction of the Bank of America obligation. |
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| ○ | Note : On August 15, 2025 the Company announced previously via 8K announcing a Settlement<br> and Exchange Agreement with Agile Capital Funding, LLC that removed the junior lien<br> on Champion Safe Co. Pursuant to the Securities Exchange Agreement, AREB and Agile exchanged<br> all amounts due pursuant to the Loan Agreement for 414,500 shares of the Company’s<br> common stock, valued at $1.25 per share , and a three-year pre-funded warrant to purchase<br> 699,680 shares of the Company’s common stock at $0.01 per share, valued at $1.24 per share. |
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| ● | Restructured Financing in Place – The Company consolidated its debt under a restructured facility<br> with Streeterville Capital, including a seven-year convertible exchange note with<br> equity settlement features and new warrants . |
| --- | --- |
AmericanRebel - Stronger Balance Sheet, Greater Flexibility
This restructuring removes near-term risks while positioning American Rebel for future growth.
| ● | The<br> original June 2025 note, amended September 2025, now reflects a principal balance of approximately<br> $6.58 million and matures in June 2027 . |
|---|---|
| ● | A<br> new $1.3 million Convertible Exchange Note was issued, carrying a seven-year term (2032) and optional equity conversion features. |
| --- | --- |
| ● | All interest has been prepaid. There are no annual cash interest obligations. The only future<br> scheduled cash requirements are the 2027 and 2032 maturities , unless the Company<br> elects to refinance or convert. |
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AndyRoss, CEO of American Rebel Holdings, commented on the Strategic Impact:
“Thisis a major victory for American Rebel—and a defining moment in our mission to build America’s next great success story. We’veeliminated the legal and foreclosure risk tied to Bank of America, strengthened our relationship with Streeterville, and protected ChampionSafe Co. along with our core subsidiaries. We’ve consolidated our debt under a long-term, flexible structure that preserves our operational freedom and safeguards shareholder value.
With the burden of interest payments lifted, we’re now free to deploy resources toward scaling our patriotic portfolio—from safes and concealed carry gear to American Rebel Beer, smokeless alternatives, and any product worthy of our name. This isn’t just restructuring—it’s daily execution by our executive team that is positioning American Rebel for long term success. We are America’s Patriotic Brand, and we’re just getting started.”

LookingAhead
| ● | Operational Freedom – Freed assets give American Rebel more room to expand distribution, add<br> new products, and grow its consumer platform. |
|---|---|
| ● | Balance Sheet Stability – Resolution of litigation and release of liens strengthen the<br> Company’s financial foundation. |
| --- | --- |
| ● | Shareholder Alignment – With the elimination of the Bank of America short-term debt pressure,<br> the Company is better positioned to create shareholder value and pursue long-term strategies. |
| --- | --- |
| ● | Investor Confidence – Resolving this legacy issue removes a cloud over the Company, reinforcing<br> American Rebel’s growth story across multiple categories. |
| --- | --- |

DamonInc., American Rebel $2M Strategic Note Purchase Agreement with Streeterville Capital. Damon Motorcycles
On August 22, 2025, American Rebel Holdings, Inc. executed a Note Purchase Agreement (NPA) with Streeterville Capital, LLC, acquiring a $2,000,000 interest in a secured promissory note issued by Damon, Inc., a publicly traded Canadian company. In exchange, American Rebel issued 2,000 shares of newly authorized Series E Preferred Stock.
Filing Reference: Damon Inc. - $2M Note Purchase 8K
This transaction marked the latest in a series of strategic moves since June 2025, aimed at strengthening American Rebel’s balance sheet, expanding its asset base, and enhancing shareholder equity. The Damon Note is backed by collateral, and American Rebel now shares pari passu rights with Streeterville, including pro rata access to any proceeds or enforcement actions.
Importantly, this structure allows American Rebel to participate in secured creditor rights while maintaining operational flexibility. All enforcement decisions will be coordinated with Streeterville, ensuring disciplined and unified creditor strategy.
This transaction reflected American Rebel’s continued commitment to capital discipline, asset-backed positioning, and shareholder value creation.
Summary:Damon Inc. – A Convergence of Electric Mobility and AI Intelligence
DamonInc. is redefining the electric motorcycle space with a dual focus on hardware innovation and AI-driven rider intelligence, positioning itself as a standout in the $40B+ global two-wheeler market.
FlagshipMotorcycle Platforms
| ● | HyperSport & HyperFighter Models |
|---|---|
| Damon’s<br> all-electric motorcycles feature: | |
| ○ | Advanced rider-assistance systems (ARAS) |
| --- | --- |
| ○ | Customizable riding positions |
| --- | --- |
| ○ | Fast-charging capabilities |
| --- | --- |
| ○ | Real-time environmental awareness using onboard sensors and data analytics |
| --- | --- |
These bikes aren’t just fast—they’re smart, adaptive, and engineered for safety and performance.
ProprietaryAI Platform – Damon™ I/O
| ● | Damon’s<br> I/O Platform is a proprietary AI and machine learning system that: |
|---|---|
| ○ | Analyzes<br> rider behavior and environmental conditions in real time |
| --- | --- |
| ○ | Enables<br> adaptive performance tuning and predictive safety alerts |
| --- | --- |
| ○ | Powers<br> data monetization and connected services across Damon’s ecosystem |
| --- | --- |
This platform is the backbone of Damon’s long-term strategy to evolve from a hardware manufacturer into a mobility intelligence company, with potential revenue streams in data services, engineering licensing, and OEM partnerships .
DamonInc. Strategic Positioning
| ● | Asset-Light Manufacturing Model |
|---|
Damon is shifting toward a capital-efficient model, focusing on IP, platform development, and strategic partnerships rather than heavy infrastructure.
| ● | Global Reach & Regulatory Compliance |
|---|
As a foreign private issuer registered with the SEC and trading on the OTCID market, Damon maintains transparency and access to U.S. capital markets.
WhyIt Matters to American Rebel Shareholders
For American Rebel Shareholders, Damon offers exposure to:
| ● | The<br> electrification of personal mobility |
|---|---|
| ● | The<br> intersection of AI and transportation |
| --- | --- |
| ● | A<br> scalable IP portfolio with licensing potential |
|---|---|
| ● | A<br> brand with premium positioning and growing consumer awareness |
| --- | --- |
Damon isn’t just building motorcycles—it’s building the future of intelligent mobility.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel Holdings, Inc. (NASDAQ: AREB) operates as America’s Patriotic Brand . The Company designs, manufactures, and markets premium safes, personal security products, lifestyle apparel, and consumer products including American Rebel Beer . Its wholly owned subsidiary, Champion Safe Company, is a leading manufacturer of premium safes built with 100% American steel. For more information, visit www.americanrebel.com.
American Rebel - America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutChampion Safe Company
Champion Safe Co. has been at the forefront of safe manufacturing for over 25 years, providing high-quality safes engineered for ultimatesecurity and fire protection . Built entirely with 100% American-made, high-strength steel , Champion Safes feature full double steel doors, robust lock and bolt work and are backed by a lifetime warranty — with no China-built imports. Learn more at championsafe.com
AboutAmerican Rebel Light Beer
Based in Nashville, TN. American Rebel Light Beer is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
MonicaBrennan
Monica@NewtoTheStreet.com
MattSheldon
Matt@Precisionpr.co
917-280-7329
AmericanRebel Holdings, Inc. Investor Relations
ir@americanrebel.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB) (the “Company,” “American Rebel,” “we,” “our,” or “us”) desires to take advantage of the safe harbor provisions of this legislation and is including this cautionary statement in connection with such safe harbor. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements primarily on our current expectations and projections about future events, financial trends, and business prospects that we believe may affect our financial condition, results of operations, business strategy, and financial needs.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, but are not limited to:
| ● | Our<br> ability to successfully execute and realize the anticipated benefits of the Bank of America<br> default resolution and our restructured financing with Streeterville Capital. |
|---|---|
| ● | Risks<br> related to our investment in Damon Inc., including the performance of Damon’s business,<br> its ability to execute its business model, market acceptance of its products, and its long-term<br> success in the electric mobility sector. |
| --- | --- |
| ● | The<br> possibility that American Rebel shareholders may not realize direct or indirect benefits<br> from the Company’s $2M secured note investment in Damon Inc. |
| --- | --- |
| ● | The<br> risk that, although our debt maturities have been extended, we may not have access to sufficient<br> capital at the time of maturity to repay our obligations in cash. |
| --- | --- |
| ● | Uncertainty<br> regarding the continued success of Champion Safe Co. or other subsidiaries. |
| --- | --- |
| ● | Risks<br> that additional licensing, product expansion, or consumer acceptance may not occur as planned<br> or may not occur at all. |
| --- | --- |
| ● | The<br> risk that investors or the market may not view the resolution of the Bank of America default,<br> the Damon Inc. investment, or our broader financing strategy as positively as anticipated. |
| --- | --- |
| ● | Our<br> continued compliance with NASDAQ listing requirements. The Company has a hearing with NASDAQ<br> scheduled for September 30, 2025. The outcome of the hearing is subject to the Panel’s<br> discretion and timing, and there can be no assurance that the Panel will grant our request<br> for continued listing or any extension period, that we will regain compliance within any<br> extension period, or that we will otherwise maintain the listing of our common stock on The<br> Nasdaq Capital Market. |
| --- | --- |
| ● | General<br> market conditions and our ability to successfully implement corporate actions and strategic<br> alternatives. |
| --- | --- |
| ● | Benefits<br> of our continued sponsorship of high-profile events, success and availability of promotional<br> activities, and our ability to effectively execute our business plan. |
| --- | --- |
| ● | The<br> Risk Factors contained within our filings with the U.S. Securities and Exchange Commission,<br> including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly<br> Report on Form 10-Q for the six months ended June 30, 2025. |
| --- | --- |
Furthermore, some of our transactions include payment obligations at maturity, and in the event of uncured defaults, ownership of assets or interests could revert to prior owners or counterparties. These risks may affect the Company’s ability to realize the anticipated strategic and financial benefits of such transactions.
Any forward-looking statement made by us herein speaks only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
Exhibit99.16
ChampionSafe Showcases Premium Safes at Maricopa County Home Show
Scottsdale,AZ, Sept. 26, 2025 (GLOBE NEWSWIRE) — Champion Safe Company ( championsafe.com ), a premier manufacturer of high-security safes and a proud subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand, is showcasing its products this weekend at the Maricopa County Home Show at WestWorld in Scottsdale, AZ through its owned retailer, Arizona Safe Outlet ( arizonasafeoutlet.com ).
Champion Safe has a proven track record at this show, drawing strong sales and introducing its brand to thousands of homeowners, families, and professionals across the Valley who may not otherwise know the Champion, American Rebel, or Arizona Safe Outlet names. With an unmatched reputation for strength, design, and lasting value, Champion thrives at events like this where consumers can see, touch, and compare safes firsthand.
“Working consumer shows like this one is a key part of our outreach,” said Tom Mihalek, CEO of Champion Safe Company. “They let us demonstrate build quality, answer real-world questions on the spot, and show why our safes are truly ‘Overbuilt, Not Overpriced.’”
Beyond immediate sales, events like the Maricopa County Home Show play a vital role in Champion’s long-term growth strategy. By engaging directly with homeowners and builders, Champion can highlight not only its core line of gun, home, and business safes but also expand awareness of options such as vault doors — a fast-growing segment of the security market. The show provides a rare opportunity to connect face-to-face with decision-makers and future customers in an environment built for discovery.
ArizonaSafe Outlet — The Valley’s #1 Destination for Safes
Arizona Safe Outlet, a Champion-owned retailer, is the go-to source for anyone in Arizona looking to secure their most important assets. Serving the entire Valley, Arizona Safe Outlet carries the full Champion lineup, offering everything from compact safes for homeowners to heavy-duty models designed for firearm collections, businesses, and custom security needs. With professional delivery and installation available, customers enjoy both convenience and confidence when investing in top-tier protection.
The excitement doesn’t stop at the Home Show. Shoppers can explore Arizona Safe Outlet’s showrooms year-round, where knowledgeable staff walk customers through options to find the perfect safe for their home, office, or business. Whether protecting firearms, safeguarding valuables, or adding peace of mind to a new build, Arizona Safe Outlet delivers the best selection, service, and expertise in the state.
PhoenixShowroom
17455 N. Black Canyon Hwy, Suite 102
Phoenix, AZ 85023
Phone: 602-595-3276
Hours: Mon–Fri 10am–6pm; Sat 10am–2pm; Sun Closed
GilbertShowroom
792 N Gilbert Rd., Suite 104
Gilbert, AZ 85233
Phone: 480-659-5006
Hours: Mon–Fri 10am–6pm; Sat 10am–2pm; Sun Closed
Formore information, visit arizonasafeoutlet.com
AboutChampion Safe Company
Champion Safe Co. has been at the forefront of safe manufacturing for over 25 years, providing high-quality safes engineered for ultimatesecurity and fire protection . Built entirely with 100% American-made, high-strength steel , Champion Safes feature full length double steel doors and are backed by a lifetime warranty. Learn more at championsafe.com
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space.
Learn more at americanrebel.com
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story:
ContactInformation
Investor Relations: ir@americanrebel.com
Media Inquiries
Monica Brennan: Monica@NewtoTheStreet.com
Matt Sheldon: Matt@Precisionpr.co 917-280-7329
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of show participation, actual revenues for fiscal 2025, our ability to effectively execute our business plan, and the Risk Factors contained in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
Exhibit99.17
AmericanRebel Holdings, Inc. (NASDAQ: AREB) and TSR Nitro Celebrate the American Rebel Beer Dodge Hellcat Victory at NHRA Midwest Nationals-MattHagan Wins Big in St. Louis
MattHagan Powers American Rebel to Victory at NHRA Midwest Nationals—American Rebel Beer Dodge Hellcat Claims First Win of 2025
Nashville,TN, Sept. 29, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) American Rebel Beverages, and American Rebel Light Beer ( www.americanrebelbeer.com ) congratulate Matt Hagan who drove and powered the American Rebel Funny Car to victory at the NHRA Midwest Nationals in St. Louis, Missouri. The win marks a defining moment in the Countdown to the Championship and reinforces American Rebel’s growing presence in the sport — both on the track and in the hearts of fans.
American Rebel Beer was the primary sponsor for the four-time NHRA Funny Car world champion Matt Hagan, who drove the American RebelBeer Dodge//SRT Hellcat to victory at the 14th Annual NHRA Midwest Nationals . The win marks Hagan’s second of theseason , 54th career win , and first with American Rebel Beer as the featured sponsor in 2025 —a defining moment for both the driver and the brand.

After qualifying No. 2 on Friday with a 3.868 ET at 329.91 mph, Hagan advanced through eliminations with precision:
| ● | Round 1: 3.964 ET at 328.54 mph, defeated Alex Laughlin |
|---|---|
| ● | Round 2: 3.988 ET at 321.19 mph, defeated Cruz Pedregon |
| --- | --- |
| ● | Semifinals: 3.990 ET at 319.90 mph, defeated Dan Wilkerson |
| --- | --- |
| ● | Finals: 3.979 ET at 329.34 mph, defeated Jack Beckman |
| --- | --- |

Watchthe Final - Matt Hagan American Rebel Beer Dodge Hellcat Victory in St. Louis
Hagan now sits second in the Funny Car championship standings , just 20 points behind leader Austin Prock , with three races remaining in the Countdown to the Championship.
“This win means a lot—not just for our team, but for everyone behind American Rebel Beer,” said Hagan. “We’ve been chasing Austin Prock all season, and today we showed we’re ready to strike. The car was dialed in, and the crew gave me everything I needed to get it done. It was awesome to have American Rebel Beer here with us. We won our first race for them at St. Louis a couple years ago, then won the championship after that. Andy Ross is a great sponsor—how great is it that you have a sponsor you get to drink beer with?”
Hagan’s win also marked his third Wally at the NHRA Midwest Nationals , adding to previous victories in 2021 and 2023. He’s now advanced to the finals seven times at St. Louis , with four runner-up finishes in 2012, 2014, 2015, and 2020.

AndyRoss , CEO of American Rebel Holdings, Inc., added:
“It was amazing to see the American Rebel Beer Dodge Hellcat in victory lane—what a proud moment for our brand and for fans who love racing and freedom. This was a standout weekend with American Rebel Beer as the premier sponsor on Tony Stewart’s Top Fuel dragster, John Hall’s Pro Stock Motorcycle, and of course Matt Hagan’s winning Funny Car. The cars and the beer are fan favorites, and there’s a perfect alignment between the American Rebel brand, American Rebel Light Beer, and the passionate NHRA community. It’s truly a powerful, winning combination that celebrates American values and high-octane performance.
Congratulations to Matt Hagan—a true American Rebel. His heart and horsepower embody everything our brand stands for. As usual, we also had several continuing business discussions at the race with potential partners. Motorsports and American Rebel Light Beer are another winning combination—and this weekend proved it.”
TonyStewart , driver of the American Rebel Beer Dodge//SRT Top Fuel Dragster, qualified No. 3 with a 3.690 ET at 335.15 mph but was eliminated in Round 1 by Ida Zetterstrom. Stewart remains fourth in the Top Fuel standings, 153 points behind Doug Kalitta.
“We needed to capitalize on points with three races remaining,” said Stewart. “I’m proud of my .026-second reaction time, but we had a hole out at the start of the run. We’ll regroup and look ahead to Dallas.”
The NHRA heads next to the Texas NHRA FallNationals , October 10–12 at the Texas Motorplex near Dallas—where Tony Stewart Racing earned its first-ever double-up victory in 2023.
Hagan’s triumph capped off a weekend packed with brand energy, including Andy Ross’s live performance between qualifying rounds and American Rebel paint roaring down the track in three NHRA classes: Top Fuel, Funny Car, and Pro Stock Motorcycle. The triple-class presence turned heads and amplified the brand’s patriotic identity across the entire raceway.
The victory not only showcased Hagan’s elite driving but also underscored the strength of American Rebel’s partnership with Tony Stewart Racing.
“Iwas fired up to be there,” said Andy Ross, CEO of American Rebel Holdings. “Playing for that crowd, feeling the energy, andthen watching Matt take the win in our car — it was electric. That’s the American Rebel spirit. Loud, proud, and built towin.”
American Rebel’s partnership with Tony Stewart Racing continues to fuel explosive brand growth. From national TV exposure reaching millions of viewers to grassroots fan engagement at the track, TSR has helped American Rebel Light forge powerful connections with consumers who live by the same values we do: freedom, grit, and pride. The synergy between racing excellence and patriotic branding is driving awareness, trial, and loyalty across the country.
Catch highlights on FS1 and follow @AmericanRebelBeer for behind the scenes content from the weekend.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space.
Learn more at: https://americanrebelbeer.com/investor-relations/
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion.
Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia and now Mississippi. For more information about the launch events and the availability of American Rebel Beer, please visit: https://americanrebelbeer.com
Follow us on social media: @AmericanRebelBeer
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% alcoholic 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.
MediaInquiries
Monica Brennan: Monica@NewtoTheStreet.com
Matt Sheldon Matt@Precisionpr.co
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebelbeer.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high profile events, success and availability of the promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2025.
Exhibit99.18
AmericanRebel Holdings, Inc. (NASDAQ: AREB) Planned Strategic 1-for-20 Reverse Stock Split with Round Lot Shareholder Protection to begin tradingon a post-split adjusted basis on October 3, 2025
1-for-20Reverse Split with Round Lot Shareholder Protections to Support Ongoing Nasdaq Compliance Efforts, Strengthen Liquidity, and FacilitateBroader Retail Brokerage Deposits
SplitPositions Shareholders and Company for Enhanced Market Visibility and Institutional Appeal—No Negative Change to Economic ShareValue as a Result of the Split.
100-ShareMinimum Round Lot Protections for Eligible Holders Between 100 and 1,999 Shares of Common Stock Pre-Split. Fractional Shares RoundedUp – Any fractional interests created will be rounded up to the nearest whole share.
ExpectedPost-Split Price – final price to be determined post close on October 2, 2025
Nashville,TN, Oct. 02, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), America’s Patriotic Brand, as previously announced on September 23, 2025 that its Board of Directors approved a 1-for-20 reversestock split of the Company’s common stock. The Company’s common stock will begin trading on a reverse-split adjusted basis at the opening of the market on Friday, October 3, 2025 , under the new CUSIP number 02919L703 .
As of the date of this release, American Rebel has not received a deficiency notice from Nasdaq regarding its minimum bid price requirement. Instead, the Company is taking proactive corporate action to ensure compliance before any notice is issued. By acting early, American Rebel demonstrates its commitment to maintaining its Nasdaq listing, shareholder protections, and an orderly trading market.
The reverse stock split does not negatively change the economic value held by any shareholder. Each investor’s overall ownership remains the same in dollar terms. What changes is the price per share and the number of shares outstanding. Increasing the share price above Nasdaq’s compliance threshold strengthens the Company’s ability to maintain a robust, orderly, and liquid market for its shares, making it easier for investors to buy and sell on traditional trading platforms.
CurrentShares Outstanding
As of October 1, 2025 the Company had 11,272,815 shares outstanding . Immediately following the effectiveness of the reverse stock split (before the 100-share protection is applied), this number of common shares outstanding will be reduced to approximately 563,000shares, based on initial analysis provided by the company’s transfer agent in September 2025 . Once the round-up protections are processed by CEDE/DTC, the Company expects at least 1,000,000 shares will be added back into circulation, creating a temporary ultra-low float scenario that has historically increased both trading activity and price volatility following reverse splits.
CorporateAction – Special Round Lot Shareholder Preservation
Includes proactive shareholder protections to preserve round lot shareholders of at least 100 shares prior to the effectiveness of the reverse stock split
To protect retail investors and maintain Nasdaq’s requirement for a broad base of round lot shareholders (Shareholders with a minimumof 100 shares):
| 1. | 100-Share Rounding – Any shareholder holding at least 100 shares before the split will<br> hold at least 100 shares after the split, regardless of strict mathematical conversion. |
|---|---|
| 2. | Fractional Shares Rounded Up – Any fractional interests created will be rounded up to the<br> nearest whole share. |
| --- | --- |
These protections ensure that small investors are not penalized, while also preserving the Company’s shareholder distribution profile that Nasdaq considers in its listing standards.
WhatShareholders Need to Do
| ● | No action is required by shareholders of record and beneficial shareholders who hold through<br> a broker (such as E*TRADE, Robinhood, Fidelity, or Schwab). |
|---|---|
| ● | Brokers<br> and custodians will adjust accounts in coordination with CEDE/DTC. |
| --- | --- |
| ● | The<br> “round-up” shares are expected to be distributed within approximately 10 business days* following the reverse split. |
| --- | --- |
| ● | Important Note: In order for beneficial shareholders (those whose shares are held in street name<br> at brokerages) to receive the full benefit of both fractional rounding up and the<br> 100-share round lot protection , each respective broker must timely respond to CEDE/DTC’s election and notification requests. This ensures every eligible shareholder<br> receives the protections adopted by the Company. |
| --- | --- |
*American Rebel Holdings, Inc. does not determine when the final distribution of the shares will happen and does not control the dispersal of the shares as shareholders of record are handled through the company’s transfer agent and beneficial shareholders are processed post broker response to the timely response and election of participation in the CEDE/DTC election request.
Howwill the post-split price be determined?
The final post-split price will be based on the last traded price immediately prior to Nasdaq halting trading after market close on October 2, 2025.
| ● | Nasdaq<br> typically halts trading at 4:00 p.m. Eastern Time to process the split. |
|---|---|
| ● | Trading<br> resumes on October 3, 2025 at the new split-adjusted price. |
| --- | --- |
AboutAmerican Rebel Holdings, Inc.
American Rebel - America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AmericanRebel Holdings, Inc. Investor Relations
ir@americanrebel.com
AboutAmerican Rebel Light Beer
Based in Nashville, TN. American Rebel Light Beer is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of our continued sponsorship of high-profile events, success and availability of promotional activities, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
These statements are based on current expectations and projections about future events, including the anticipated impact of the Company’s 1-for-20 reverse stock split scheduled to begin trading on a post-split adjusted basis on October 3, 2025. As of October 1, 2025, the Company had approximately 11.3 million shares outstanding. Post-split, this figure is expected to reduce to approximately 560,000–600,000 shares, prior to the application of round lot protections and fractional rounding adjustments based on analysis provided by the Company’s transfer agent. These adjustments are projected to add back approximately 1,000,000 shares, creating a temporary ultra-low float scenario that has historically resulted in elevated trading volume and price volatility.
Importantly, while the Company is extending these protections to both record and beneficial shareholders, the effectiveness of the round-up provisions depends on timely responses from brokerage platforms to CEDE/DTC notifications. Delays or non-responses may result in some shareholders not receiving the full benefit of the protections.
The Company has not received a deficiency notice from Nasdaq regarding its minimum bid price requirement. However, it is acting proactively to ensure compliance before any notice is issued as evidenced by the 1:20 Reverse Stock Split.
The Company appeared before a Nasdaq panel on September 30, 2025, to address its stockholder equity deficiency, which was not cured prior to the expiration of the 180-day extension in August 2025. Since June 30, 2025, the Company has initiated multiple transactions—including debt conversions, minority equity investments, and equity issuances—that were not reflected in its Q2 FY2025 Form 10-Q. Management believes these actions have collectively positioned the Company above the $2.5 million minimum stockholder equity threshold required by Nasdaq.
The Company is now awaiting the panel’s decision, which will be based upon both the Company’s presentation and the Nasdaq staff’s recommendations. However, there can be no assurance that the panel will concur with management’s position or render a favorable ruling.
Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact:
Investor Relations
American Rebel Holdings, Inc.
ir@americanrebel.com
Exhibit99.19
ChampionSafe Company Expands Dealer Network with Guardian Lock & Security in Bismarck, North Dakota
Provo,UT, Oct. 02, 2025 (GLOBE NEWSWIRE) — Champion Safe Company ( championsafe.com ), a premier manufacturer of high-security safes and a proud subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand, is proud to announce its newest dealer partnership with Guardian Lock & Security , expanding its reach into Bismarck, North Dakota. This exciting collaboration marks a significant milestone in Champion Safe’s strategic growth across the Midwest, bringing trusted security solutions to more families, businesses, and outdoor enthusiasts.
Guardian Lock & Security, led by Jeremy Mertens , has earned a strong reputation for professionalism, integrity, and top-tier customer service. With a second location opening this October, the company is well-positioned to become a regional destination for high-quality safes and security products.
“We couldn’t be more excited about our partnership with Guardian Lock & Security,” said Scott Colagrossi , Business Development Manager at Champion Safe Company. “Jeremy and his team share our commitment to delivering reliable, long-lasting protection. Their expansion reflects the kind of forward-thinking leadership we value in our dealer network.”
Through this partnership, customers in Bismarck and surrounding areas will gain access to Champion’s full lineup of safes—engineered for strength, fire protection, and peace of mind. Whether securing firearms, valuables, or important documents, Champion Safe offers durable solutions backed by decades of expertise.
Champion Safe continues to grow its national dealer network by partnering with respected local businesses that embody its core values of trust, quality, and customer-first service. The addition of Guardian Lock & Security reinforces Champion’s mission to make dependable security accessible to more communities across the country.
VisitGuardian Lock & Security in Bismarck this fall to explore Champion Safe’s latest models and experience personalized service from a team that truly understands what it means to protect what matters most.
2017 East Main Ave, Bismarck ND 58501 | (701) 258-1919
guardiantotalsec.com
For more information about Champion Safe products or to learn how to become a dealer, visit championsafe.com or contact Scott Colagrossiat sales@championsafe.com or (801) 377-7199.
AboutChampion Safe Company
Champion Safe Co. has been at the forefront of safe manufacturing for over 25 years, providing high-quality safes engineered for ultimatesecurity and fire protection . Built entirely with 100% American-made, high-strength steel , Champion Safes feature full length double steel doors and are backed by a lifetime warranty. Learn more at championsafe.com
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space.
Learn more at americanrebel.com
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story:
ContactInformation
Investor Relations: ir@americanrebel.com
Media Inquiries
Monica Brennan: Monica@NewtoTheStreet.com
Matt Sheldon: Matt@Precisionpr.co 917-280-7329
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include benefits of dealer expansion, actual revenues for fiscal 2025, our ability to effectively execute our business plan, and the Risk Factors contained in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.
Exhibit99.20
AmericanRebel Holdings, Inc. (NASDAQ: AREB) Makes $1.5 Million Strategic Investment in RAEK - Building the First-Party Data Engine for the AIEconomy
AmericanRebel — America’s Next Great Success Story — Becomes a Strategic Owner in RAEK, the Fast-Growing Leader in First-PartyData. Together, this powerful combination unites a rising consumer brand with the future of digital intelligence, unlocking long-termgrowth and shareholder value
RAEKdelivers structured, resolved, and permissioned first-party data, making AI applications more actionable, accurate, and compliant
Nashville,TN, Oct. 06, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand ( www.americanrebel.com ), today announced a $1.5 million strategic investment in RAEK Data, LLC. (“RAEK”) , an innovative leader in first-party data and identity resolution ( www.raekdata.com ).
StrategicInvestment in RAEK: Fueling Customer Loyalty, Data-Driven Growth, and the Future of American Rebel
Over the past several months, Andy Ross, CEO of American Rebel, has had the opportunity to spend meaningful time with Cory Crapes, co-founder of RAEK, at multiple NHRA events and in and around Nashville, TN. During this time, Ross witnessed firsthand the strength of the RAEK platform and the team’s dedication to innovation. Backed by decades of hands-on success in technology and data innovation, Crapes and his team were instrumental in facilitating enhanced campaigns for American Rebel this past June. These campaigns successfully attracted new customers and, most importantly, converted them into long-term brand loyalists.
“Working alongside Cory and the RAEK team has been an incredible experience,” said Andy Ross, CEO of American Rebel . “Their first-party data technology has already transformed how American Rebel engages with our customers, delivering measurable results in both acquisition and retention. After seeing that impact firsthand, investing in RAEK was the natural next step. This is about more than technology, it’s about aligning with a partner who understands our brand and is helping us fuel long-term growth.”
Ross continued:
“During American Rebel’s previous Regulation A offering with Digital Offering and DealMaker, launched in 2024, we saw just how powerful our brand truly is, and how much first-party data we have the ability to collect from our fans. The American Rebel brand is resonating nationwide. That experience showed us the importance of building strong, direct connections with fans who turn into customers, and ultimately, long-term customers who also have the ability to become shareholders. Our investment into RAEK was a no-brainer, their services are perfectly aligned with our vision to ensure that as we move forward, we’re communicating effectively and cultivating those relationships. We are building America’s next great success story with American Rebel, America’s Patriotic Brand. Now, through this strategic investment, we also own a piece of something every company and brand needs to pay attention to: effective communication and the cultivation of fans and customers into loyal advocates, and even shareholders driven by next generation data solutions.”
RAEK:A Fast-Growing Advantage in the Privacy-First Era
RAEK provides businesses with a competitive advantage in today’s rapidly changing digital economy. Just as American Rebel has partnered with TSR Nitro Racing — with world-class champions like Matt Hagan and Tony Stewart, to showcase its brand on the national stage. Just as, American Rebel has aligned with AlcSource (a leading beverage formulator and business facilitator) and City Brewing (the nation’s largest co-packer) to ensure scalability without building costly facilities. RAEK represents another essential, world-class partnership.
With RAEK, American Rebel gains more than a data solution, it gains a strategic edge. By converting anonymous website visitors into marketable, compliant customer profiles, RAEK empowers brands to replace guesswork with intelligence, reduce acquisition costs, and create deeper, more personalized connections. This type of advantage allows American Rebel to focus on marketing, scaling, and cultivating fans into lifelong customers and shareholders, instead of relying on outdated, third-party data models.
Ross emphasized:
“RAEK isn’t just a data solution, they’re the best at what they do. They’re a fast-growing company with the ability to become a true unicorn in the new era of first-party data collection. And importantly, they love America, and they love American Rebel. That alignment of values, passion, and execution creates a powerful combination. We believe this partnership not only strengthens our business but also has the ability to generate incremental and significant wealth for our company and shareholders. It’s just really smart.”
RAEK’sPerspective: Validation Through Execution
“It’s every startup’s dream to win a NASDAQ-listed client, deliver measurable results, and then see that client so impressed they choose to invest in your company,” said Cory Crapes, co-founder of RAEK. “That kind of validation speaks volumes about the strength of our platform and the future we’re building at RAEK.”
Crapes added:
“I’ve had the chance to spend time with Andy and the American Rebel team not just online, but in person at NHRA events and around Nashville. When you’re face-to-face with their fans, you feel how powerful the American Rebel brand truly is. Their customers are loyal, passionate, and proud. It reflects the very growth energy RAEK was created to harness and accelerate. From day one, it was clear that American Rebel and RAEK share the same values, the same drive, and the same belief in the power of connecting directly with people. This investment isn’t just smart, it’s proof that together we can help build something much bigger: a brand that turns fans into customers, customers into advocates, and advocates into lifelong shareholders.”
With RAEK, American Rebel gains more than a data solution, it gains a strategic edge. By converting anonymous website visitors into marketable customer profiles, RAEK empowers brands to replace guesswork with intelligence, reduce acquisition costs, and create deeper, more personalized connections. This type of advantage allows American Rebel to focus on marketing, scaling, and cultivating fans into lifelong customers and shareholders, instead of relying on outdated, third-party data models.
AboutRAEK
Founded in 2020 and headquartered in Liberty Lake, Washington, RAEK is building the first-party data engine for the AI economy. The company helps businesses collect, resolve, and activate their own customer data in a privacy-first world, turning anonymous website visitors into verified, marketable profiles.
RAEK’s flagship product, EchoID , manages millions of consumer records and is already powering stronger personalization, lower acquisition costs, and new revenue streams for clients across industries. With integrations into leading platforms such as Shopify, Klaviyo, and HubSpot, and no-code tools like Zapier, Make and n8n, RAEK ensures businesses can quickly put first-party data to work inside their existing tech stack.
More than a marketing tool, RAEK provides the structured, permissioned identity layer that artificial intelligence needs to perform. By delivering resolved, compliant, and actionable first-party data, RAEK enables companies to future-proof growth, unlock AI-driven insights, and own the most valuable asset of the digital economy, their customer relationships.
StrategicAlignment
This $1.5 million investment by American Rebel underscores RAEK’s pivotal role in supporting American Rebel’s expansion of branded products. By leveraging advanced first-party data practices, RAEK will help drive targeted customer acquisition and retention in competitive consumer markets. As part of this partnership, the investment will accelerate RAEK’s product development and market penetration, positioning it as a key enabler for American Rebel’s data-driven growth initiatives.
“The synergy between American Rebel and RAEK is undeniable,” Ross concluded. “Together, we’re not just investing in data, we’re investing in the future of how brands like ours build trust, loyalty, and growth in a privacy-first world.”
AboutAmerican Rebel Holdings, Inc.
American Rebel-America’s Patriotic Brand ( www.americanrebel.com ) began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the launch of American Rebel Light Beer, the company has entered the beverage market to overwhelming success.
Learn more at American Rebel Beer
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AmericanRebel Holdings, Inc. Investor Relations
ir@americanrebel.com
AboutAmerican Rebel Light Beer
Based in Nashville, TN. American Rebel Light Beer is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
| ● | We<br> have based these forward-looking statements primarily on our current expectations and projections<br> about future events and financial trends that we believe may affect our financial condition,<br> results of operations, business strategy, and financial needs. Forward-looking statements<br> in this press release also include, but are not limited to, statements regarding: |
|---|---|
| ● | the<br> anticipated benefits of American Rebel’s strategic investment in RAEK Data, Inc., including<br> expectations that the partnership will enhance American Rebel’s marketing, data-driven<br> growth initiatives, and long-term shareholder value; |
| --- | --- |
| ● | RAEK’s<br> potential to achieve significant growth in the emerging first-party data and AI-driven economy,<br> including its ability to become a market leader or “unicorn” in its sector; |
| --- | --- |
| ● | the<br> ability of RAEK’s technology to deliver measurable improvements in customer acquisition,<br> retention, personalization, and compliance; |
| --- | --- |
| ● | American<br> Rebel’s ability to leverage RAEK’s platform to strengthen customer relationships,<br> cultivate brand advocates, and convert fans into lifelong customers and shareholders; |
| --- | --- |
| ● | expectations<br> regarding synergies between American Rebel and RAEK, including incremental revenue opportunities,<br> operational efficiencies, and scalability; and |
| --- | --- |
| ● | assumptions<br> about future demand for first-party data solutions in light of evolving privacy regulations<br> and digital marketing practices. |
| --- | --- |
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: benefits of our continued sponsorship of high-profile events; success and availability of promotional activities; our ability to effectively execute our business plan; RAEK’s ability to execute its business plan; the pace of market adoption of first-party data technologies; regulatory changes (including GDPR, CCPA, and other data privacy laws); the growth and application of artificial intelligence technologies; our ability to integrate and benefit from our investment in RAEK; and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
The Company appeared before a Nasdaq panel on September 30, 2025, to address its stockholder equity deficiency, which was not cured prior to the expiration of the 180-day extension in August 2025. Since June 30, 2025, the Company has initiated multiple transactions—including debt conversions, minority equity investments, and equity issuances—that were not reflected in its Q2 FY2025 Form 10-Q. Management believes these actions have collectively positioned the Company above the $2.5 million minimum stockholder equity threshold required by Nasdaq. The Company is now awaiting the panel’s decision, which will be based upon both the Company’s presentation and the Nasdaq staff’s recommendations. However, there can be no assurance that the panel will concur with management’s position or render a favorable ruling.
Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact:
Investor Relations
American Rebel Holdings, Inc.
ir@americanrebel.com
Exhibit99.21
AmericanRebel Holdings, Inc. (NASDAQ: AREB) to Showcase America’s Patriotic Beer - American Rebel Light at the Annual 2025 National BeerWholesalers Association (NBWA) Convention in Las Vegas, Nevada
Hallof Famer Driver Tony Stewart to Join American Rebel Light Beer Team October 13–14 for Distributor Engagement and American RebelBrand Activation at Booth 620
NHRATop Fuel Driver and TSR Nitro Owner to Represent American Rebel Light Beer in Continued High-Octane National Expansion
NASHVILLE, TN, Oct. 09, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) and American Rebel Beverage are proud to announce participation in the 2025 National Beer Wholesalers Association (NBWA) Annual Convention and Trade Show, taking place October 13–15 at Caesars Palace in Las Vegas. The event brings together top-tier distributors, suppliers, and industry leaders from across the country — and American Rebel Light Beer ( www.americanrebelbeer.com ) is showing up with motorsports legend and Hall of Fame driver Tony Stewart.
The NBWA Annual Convention is the premier gathering for America’s beer distribution industry, offering educational sessions, networking opportunities, and a dynamic trade show floor. For American Rebel Light Beer, it’s a chance to showcase its rapid retail expansion, connect with new distributor partners, and reinforce its mission to become the leading patriotic beer brand in the U.S.A. American Rebel Light Beer has launched in 13 states since its debut in September 2024 and will soon be announcing several high-profile retail chain placements that match our growing distribution network and footprint.

“We’re excited and unapologetically fired up to return to the National Beer Wholesalers Association Convention — the leading industry trade show — with real momentum behind us. In the past year alone, American Rebel Light has expanded into 13 states and partnered with some of the top-tier distributors in the country. We’re honored to have motorsports legend Tony Stewart join us as both a shareholder and a passionate brand advocate. Through our continued sponsorship of Tony, TSR Nitro, and the NHRA, we’re introducing American Rebel Light Beer to millions of fans — in person at the track and across national broadcasts on FOX and FS1.” Andy Ross, CEO American Rebel Holding, Inc. (NASDAQ: AREB) “American Rebel Light is more than a beer — It’s America’s Patriotic, God Fearing, Constitution Loving, National Anthem Singing, Stand Your Ground Beer. We look forward to meeting face-to-face with the industry’s most qualified buyers, having irreplaceable conversations, and continuing to build the fastest growing beer brand in America. And mark my words — we’re just getting started. Rebel Up America! Put a Rebel Light Beer can in your hand!”
Tony Stewart will be in attendance with the American Rebel team on Monday and Tuesday, October 13–14, meeting with distributors, engaging fans, and amplifying the brand’s patriotic momentum. His presence reinforces American Rebel’s ongoing sponsorships, engagement and connection to motorsports, and its commitment to high-impact partnerships and events that drive brand visibility and consumer loyalty.

“The NBWA Convention is where relationships are built, and deals are made. We are anticipating several successful activations for American Rebel Light Beer to be initiated or finalized at the show,” said Todd Porter, President of American Rebel Beverage. “We’re here to connect with distributors who believe in bold storytelling, authentic branding, and products that stand for something like America’s Patriotic Beer - Rebel Light as we continue to accelerate our national coverage. Having Tony Stewart with us makes that message even louder.”
American Rebel Light Beer is a Premium Domestic Light Lager Beer that is “Better for You” – all-natural, crisp, clean, and bold with a lighter feel. Approximately 100 calories, 3.2 carbohydrates, and 4.3 percent ABV per 12 oz serving. Brewed without added supplements, corn, rice, or sweeteners.

American Rebel Light Beer’s rapid expansion across national retail and distribution channels is driven by its strong strategic manufacturing partnerships with AlcSource and City Brewing Company , two of the most respected names in the U.S. beverage industry.
AlcSource, the nation’s largest integrated provider of beverage development, sourcing, and production solutions, serves as American Rebel’s primary production and supply chain partner. Through AlcSource’ s state-of-the-art facilities and vertically integrated platform, American Rebel Light benefits from optimized formulation, ingredient sourcing, quality assurance, and nationwide logistics coordination. This partnership enables the company to rapidly respond to increasing consumer demand while maintaining consistent quality and efficiency across each production run.
Complementing this, City Brewing Company, one of North America’s largest full-service contract brewers, provides high-volume brewing and packaging capacity that allows American Rebel Light to scale its production footprint as distribution expands. City Brewing’s extensive operational expertise and multi-location brewing network give American Rebel the flexibility to produce at scale, efficiently manage inventory, and meet the logistical needs of major retail and wholesale partners across multiple regions.
Together, these partnerships establish the foundation for scalable growth, ensuring that American Rebel Light Beer can meet accelerating consumer demand nationwide while maintaining the brand’s high standards for quality, taste, and consistency. This production alignment also positions American Rebel Light Beer for continued market expansion and supports its long-term strategic vision to become the leading name in the American light beer category.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space. Learn more at www.americanrebelbeer.com
Watch the American Rebel Story as told by our CEO Andy Ross The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, and Minnesota.
For launch details and availability, visit www.americanrebelbeer.com or follow us on social media @AmericanRebelBeer.
American Rebel Light is a Premium Domestic Light Lager Beer – all-natural, crisp, clean, and bold with a lighter feel. Approximately 100 calories, 3.2 carbohydrates, and 4.3 percent ABV per 12 oz serving. Brewed without added supplements, corn, rice, or sweeteners.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.com
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebel.com
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs.
Forward-looking statements in this press release also include, but are not limited to, statements regarding:
| ● | the<br> anticipated benefits of American Rebel’s participation in the 2025 National Beer Wholesalers<br> Association (NBWA) Convention, including distributor engagement, brand activation, and expansion<br> opportunities; |
|---|---|
| ● | expectations<br> regarding the continued rollout and national expansion of American Rebel Light Beer, including<br> retail chain placements, distributor partnerships, and consumer adoption; |
| --- | --- |
| ● | the<br> strategic impact of American Rebel’s ongoing sponsorship of Tony Stewart, TSR Nitro,<br> and the NHRA, including brand visibility across motorsports audiences and national television<br> broadcasts; |
| --- | --- |
| ● | the<br> Company’s ability to scale production and distribution through its partnerships with<br> AlcSource and City Brewing Company; and |
| --- | --- |
| ● | the<br> belief that American Rebel Light Beer is positioned to become a leading brand in the domestic<br> light beer category. |
| --- | --- |
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: benefits of our continued sponsorship of high-profile events; success and availability of promotional activities; our ability to effectively execute our business plan; consumer demand for our products; distributor and retailer adoption; production and supply chain capacity; and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
The Company appeared before a Nasdaq panel on September 30, 2025, to address its stockholder equity deficiency, which was not cured prior to the expiration of the 180-day extension in August 2025. Since June 30, 2025, the Company has initiated multiple transactions—including debt conversions, minority equity investments, and equity issuances—that were not reflected in its Q2 FY2025 Form 10-Q. Management believes these actions have collectively positioned the Company above the $2.5 million minimum stockholder equity threshold required by Nasdaq. The Company is now awaiting the panel’s decision, which will be based upon both the Company’s presentation and the Nasdaq staff’s recommendations. However, there can be no assurance that the panel will concur with management’s position or render a favorable ruling.
Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.
Exhibit99.22
AmericanRebel Light Beer Secures Spring 2026 Distribution Placement Across All 416 Southeastern Grocers Locations - Including Winn-Dixie, Harvey’s,and Fresco y Más - Marking a Major Regional Expansion with the #19 U.S. Grocery Chain
Strategicretail win accelerates national retail rollout and expands access to patriotic consumers across five Southeastern states for AmericanRebel Holdings, Inc. (NASDAQ: AREB)
Distributionin 416 stores across five states represents a pivotal retail expansion milestone in American Rebel Light Beer’s nationalretail rollout — building on the Company’s 2025 strategic retail plan.
KeyHighlights
| ● | Major Retail Expansion: American Rebel Light Beer secures spring 2026 distribution across 416 Southeastern Grocers locations — including Winn-Dixie, Harvey’s, and<br> Fresco y Más — marking a significant milestone in the brand’s national<br> rollout strategy. |
|---|---|
| ● | Strategic Roadmap in Action: The placement follows the Company’s July 2025 retail strategy focused on revenue growth acceleration by building independent retail velocity<br> and leveraging seasonal reset windows to secure major grocery authorizations. |
| --- | --- |
| ● | Scalable Growth Engine: Supported by partnerships with AlcSource and City Brewing ,<br> American Rebel is positioned to deliver high-quality, patriotic beer at national scale , meeting strong consumer demand and expanding availability to millions of Americans<br> across five key Southeastern states. |
| --- | --- |
NASHVILLE,TN, Oct. 13, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”) ( www.americanrebel.com ), America’s Patriotic Brand and the maker of American Rebel Light Beer( www.americanrebelbeer.com ), today announced a significant retail expansion milestone: spring 2026 distribution acrossall 416 Southeastern Grocers locations , including flagship banners Winn-Dixie, Harvey’s, and Fresco y Más . The multi-state rollout — spanning Florida, Georgia, Alabama, Mississippi, and Louisiana — marks a major step in the brand’s transition from independent retail traction to large-scale grocery chain presence.
Southeastern Grocers, Inc. (SEG) is one of the largest conventional supermarket companies in the United States and ranks as the #19 grocery retailernationwide . Headquartered in Jacksonville, Florida, SEG operates more than 400 grocery stores under the Winn-Dixie, Harvey’sSupermarket, and Fresco y Más banners across key Southeastern markets. Its flagship brand, Winn-Dixie , has been a trusted grocery destination for over 95 years , serving millions of customers each week throughout Florida, Georgia, Alabama,Mississippi, and Louisiana . With a deep regional presence, loyal consumer base, and established relationships with leading national brands, SEG represents a strategic retail platform that offers immediate scale, accelerated velocity, and significant revenue growth potential for partners seeking to expand distribution in one of the most competitive and opportunity-rich grocery markets in the country.
Securing placement with a retail partner of this scale underscores American Rebel’s growing commercial relevance and marks a pivotal step in the Company’s long-term plan to build market share and shareholder value in the $100+ billion U.S. light beer category.
This major grocery store distribution win with Southeastern Grocers (SEG) , the #19 grocery retailer in the United States , comes at a pivotal time for American Rebel as it enters the heart of the spring reset cycle — when retail buyers finalize key shelf space decisions for the upcoming year.
“This milestone with Southeastern Grocers represents a transformational leap forward for American Rebel Light Beer and a clear validation of the retail strategy we laid out last summer,” said Andy Ross, CEO of American Rebel Holdings, Inc. “Securing placement across 416 stores with one of America’s top grocery chains not only accelerates our path to meaningful revenue growth but also positions American Rebel as a scalable, national player in the $100+ billion U.S. light beer market. We’re executing against a long-term plan designed to build shareholder value — expanding distribution, increasing brand visibility, and capturing market share in a category hungry for innovation and authenticity.”
American Rebel Light Beer wasn’t brewed to blend in — it was built for patriotic consumers who believe in American values and want a beer that reflects their way of life. This retail win opens the door for additional product placement for American Rebel Light Beer across the Southeastern U.S.A., where American Rebel’s message of freedom, bold taste, and unapologetic patriotism resonates loud and clear.
“This isn’t just a win — it’s a launchpad,” added Todd Porter, President of American Rebel Beverage . “SEG gives us scale, visibility, and access to consumers who share our values. With 416 stores across five states, we’re building real momentum and laying the foundation for long-term growth and continued rapid retail expansion.”
InitialProduct Lineup – American Rebel Light Beer
As part of the Southeastern Grocers rollout, American Rebel will introduce two flagship SKUs designed to maximize consumer trial, drive repeat purchase, and establish strong shelf presence across the light beer category:
| ● | American Rebel Light Lager 12 Pack, 12oz Can |
|---|---|
| ● | American Rebel Light Lager 12pk, 16oz Can |
| --- | --- |

ContinuedExecution of the American Rebel Beverage Strategic Retail Roadmap
The achievement builds directly on the Company’s July 2025 strategic retail announcement , in which American Rebel outlined a clear roadmap to scale beyond the independent channel. That strategy — focused on accelerating sales velocity , expanding brand visibility , and leveraging spring and fall reset windows — has fueled significant momentum heading into 2026.
In the first half of 2025 alone, American Rebel Light Beer secured over 1,100 independent retail accounts , which now account for morethan 57% of total sales . That independent footprint laid the foundation for larger retail conversations, demonstrating strong consumer demand and proven sell-through metrics that have now been translated into a top-tier grocery partnership.
AmericanRebel Beverages: American Rebel Light Beer (July 2025)
CategorizingRetail Channels for Strategic Expansion
| Channel | Description | Strategic<br> Role |
|---|---|---|
| Food/Grocery | Supermarkets,<br> Regional Grocery , Natural Foods | High-Volume,<br> Brand Building, Often Seasonal Resets |
| Club | Costco, Sam’s<br> Club, BJ’s | Bulk Formats,<br> Limited SKU’s, High Barrier Entry |
| Mass | Walmart, Target | National Scale,<br> Price Sensitive, Data Driven Reviews |
| Convenience<br> (C-Store) | 7-Eleven, Circle<br> K | Impulse Buys,<br> High Frequency, Fast Turn SKU’s |
| Liquor Stores | Off-Premise<br> Specialty Retailers | Category Expertise,<br> Premium Positioning |
| Independent<br> Retail | Independent<br> Retail | Early Adopters,<br> Brand Builders, Grassroots Traction |
“We said back in July that reset season is where shelf space gets decided — and this win with Southeastern Grocers proves that strategy works,” said Pamela Turner, National Account Manager for American Rebel Light Beer . “Independent velocity, brand advocacy, and consumer enthusiasm have positioned us as a must-carry product heading into 2026. We’re now turning that momentum into significant grocery placement, expanding access to millions of consumers in one of the country’s most competitive beer markets.”
ExistingIndustry Strategic Partnerships Fuel Scalable Growth for American Rebel Light Beer
American Rebel’s ability to execute at scale is supported by its production and supply chain partnerships with AlcSource and City BrewingCompany — two industry leaders that enable the Company to meet rising demand efficiently and consistently.
Through AlcSource’s vertically integrated beverage development and sourcing platform, American Rebel Light Beer leverages advanced production capabilities, quality control, and nationwide logistics support. City Brewing’s large-scale contract brewing network further enhances capacity and flexibility, allowing the Company to fulfill large retail orders and maintain on-shelf availability as distribution grows.
“Partnerships with AlcSource and City Brewing are fundamental to our ability to execute at this level,” added Ross . “They ensure that we can deliver exceptional quality at scale and capitalize on every new retail opportunity — from local independents to major national chains. This new distribution deal is more than a logistics win — it’s a milestone for our patriotic fans across America who have been waiting to see American Rebel Light Beer on the shelves of their local grocery store. This is a major retail victory not just for us as a company, but for every freedom-loving customer who believes in what our brand stands for.”
AmericanRebel Light Beer Positioned for Continued Rapid Expansion
With this latest retail addition, American Rebel Light Beer now boasts a significantly expanded grocery footprint across the southeastern U.S., complementing its existing independent, convenience, and on-premise distribution base. The Company expects the Southeastern Grocers rollout to materially enhance brand visibility , consumer trial , and market share growth as it continues pursuing additional chain authorizations and geographic expansion throughout 2026.
“We’re just getting started,” added Ross. “This is the first of several major chain announcements we expect over the next 12 months. Our retail partners are responding to strong consumer pull, and our team is executing on the plan we laid out last summer — with measurable results for our shareholders.”
AboutAmerican Rebel Holdings, Inc.
Nashville-basedAmerican Rebel Holdings, Inc. (NASDAQ: AREB) is “America’s Patriotic Brand.” Founded in 2014, the Company has builta portfolio of lifestyle products including safes, personal security solutions, and most recently, American Rebel Light Beer —a premium light beer brewed for hardworking Americans. With a growing retail presence, robust e-commerce platform, and partnerships acrossmultiple consumer categories, American Rebel continues to expand its footprint and deliver innovative products designed for freedom-lovingAmericans nationwide.
Watch the American Rebel Story as told by our CEO Andy Ross The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, and Minnesota.
For launch details and availability, visit www.americanrebelbeer.com or follow us on social media @AmericanRebelBeer.
American Rebel Light is a Premium Domestic Light Lager Beer – all-natural, crisp, clean, and bold with a lighter feel. Approximately 100 calories, 3.2 carbohydrates, and 4.3 percent ABV per 12 oz serving. Brewed without added supplements, corn, rice, or sweeteners.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.com
917-280-7329
DistributionOpportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebel.com
Forward-LookingStatement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations regarding American Rebel Holdings, Inc.’s (“American Rebel” or the “Company”) future performance, retail expansion, brand visibility, consumer demand, and shareholder value creation. Specifically, statements related to the spring 2026 distribution of American Rebel Light Beer across 416 Southeastern Grocers locations, anticipated revenue growth, and future chain authorizations are forward-looking in nature.
Such statements are based on current assumptions, estimates, and projections about the Company’s business and industry, as well as management’s beliefs and expectations. These forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. These risks include, but are not limited to: changes in consumer preferences, competitive pressures, supply chain disruptions, regulatory developments, and the ability to maintain and expand retail partnerships; benefits of our continued sponsorship of high-profile events; success and availability of promotional activities; our ability to effectively execute our business plan; consumer demand for our products; distributor and retailer adoption; production and supply chain capacity; and the Risk Factors contained within our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
Additionally, the Company appeared before a Nasdaq panel on September 30, 2025, to address its stockholder equity deficiency, which was not cured prior to the expiration of the 180-day extension in August 2025. Since June 30, 2025, the Company has initiated multiple transactions—including debt conversions, minority equity investments, and equity issuances—that were not reflected in its Q2 FY2025 Form 10-Q. Management believes these actions have collectively positioned the Company above the $2.5 million minimum stockholder equity threshold required by Nasdaq. However, the Company is currently awaiting the panel’s decision, which will be based upon both the Company’s presentation and the Nasdaq staff’s recommendations. There can be no assurance that the panel will concur with management’s position or render a favorable ruling.
Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. American Rebel undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
Exhibit99.23
AmericanRebel Holdings, Inc. (NASDAQ: AREB) Announces Breakout Success at 2025 NBWA Convention with Expanded National Distribution Footprintfor American Rebel Light - America’s Patriotic and Fastest Growing Beer
Accelerated National Expansion Following NBWA 2025—16 On-Site Commitments Unlock Opportunity in 9 New States, with 2 Distributors Entering Contract Talks Within 24 Hours
Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, and Minnesota.
American Rebel Light Beer is a Premium Domestic Light Lager – all-natural, crisp, clean, and bold with a lighter feel. Approximately 100 calories, 3.2 carbohydrates, and 4.3 percent ABV per 12 oz serving. Brewed without added supplements, corn, rice, or sweeteners.
Nashville,TN, Oct. 20, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) ( www.americanrebel.com ), the company behind American Rebel Light, “America’s Patriotic Beer,” today announced a highly successful showing at the 2025 National Beer Wholesalers Association (NBWA) Annual Convention in Las Vegas. The event marked a transformative milestone in the company’s expansion strategy — driving distributor engagement, unlocking new markets across the country, and reaffirming nationwide excitement for American Rebel Light that proudly stands for American values.
ExceptionalDistributor Engagement and Expansion Momentum
American Rebel Light Beer ( www.americanrebelbeer.com ) made a bold statement at NBWA 2025 with its largest and most impactful presence to date. Over the course of the convention, the company met with more than 110 distributors, achieved 83 qualified follow-ups, and secured 65 high-interest partnership opportunities. Among them, 16 distributors provided verbal commitments on-site, unlocking nine new states for potential market entry. Within just 24 hours, two distributors initiated formal contract negotiations — a clear signal of the brand’s momentum and market demand.
The new state expansions include potential or indicated expansion into Massachusetts, Illinois, Utah, Arizona, South Carolina, Pennsylvania, Wisconsin, West Virginia, Texas and North Dakota, with additional county-level agreements expanding coverage in Arkansas, Mississippi, and North Carolina.

“This wasn’t just a booth — it reaffirmed what we’ve seen over the past year,” said Todd Porter, President of American Rebel Beverage. “American Rebel Beer is a great-tasting light beer, and top-tier distributors who had heard about it finally got to experience it firsthand — the results were amazing. We came to NBWA to introduce distribution partners to the best and fastest-growing domestic light beer in the USA, expand our reach, and connect with those who believe in the American Rebel story. The response was overwhelming.”
PremiumDomestic Light Lager – A Better-For-You, Boldly American Beer
American Rebel Light isn’t just another light beer — it’s a premium domestic lager designed for today’s consumers who demand exceptional taste without compromise. Brewed with all-natural ingredients and no additives, American Rebel Light is clean, crisp, and refreshing, delivering full flavor with only 110 calories per 12 oz. serving.
Proudly “unapologetically American,” every can of American Rebel Light declares what sets it apart:
“ America’s Patriotic Beer — America’s God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your GroundBeer.”

“Rebel Light is more than a product — it’s a testament to fundamental American values,” said Andy Ross, CEO of American Rebel Holdings, Inc. “Every can embodies the values that built this nation — freedom, hard work, faith, and honor in the American way of life. We’re not just brewing a beer; we’re building a brand that stands unapologetically for what makes America great. Our customers don’t just drink Rebel Light — they live the values it represents.”
ImmersiveBrand Activation and Tony Stewart Partnership
American Rebel’s NBWA presence went beyond typical distribution meetings to create a dynamic brand experience. At the booth, beer industry experts engaged directly with the story behind American Rebel while enjoying the beer firsthand. The true power of the American Rebel brand came alive through authentic interactions with CEO Andy Ross and NASCAR legend Tony Stewart — Motorsports Hall of Famer, four-time NASCAR Cup Series champion, driver of the American Rebel Light NHRA Top Fuel dragster, and a true American Rebel. The results speak for themselves — we believe we created several meaningful new distribution partnerships, opened new territories, and most importantly, gained passionate beer industry advocates for the brand and American Rebel Light Beer.

“Tony is a great friend and a successful businessman, and we’re honored to have him in our booth representing American Rebel Light,” said Andy Ross. “We had a lot of fun sharing stories with potential new distributors and just hanging out for two days drinking Rebel Lights together. Tony’s a legend and a bad ass, which makes him the ultimate American Rebel.”
Pre-EventMomentum and Strategic Impact
Leading up to NBWA, American Rebel executed a robust pre-event outreach campaign targeting nearly 300 distributors nationwide. Timed email communications and direct engagement efforts drove significant booth traffic and interest, resulting in a record number of qualified leads and immediate post-show follow-ups.
LookingAhead: 2026 and Beyond
With the continued surge of distributor momentum and the planned opening new markets, American Rebel Light Beer is already preparing for NBWA 2026. Plans include an expanded booth footprint to further boost visibility and brand loyalty.
“NBWA 2025 was a breakthrough moment for us,” added Ross. “We proved that American Rebel Light isn’t just another light beer on the shelf — it’s a beer with a purpose, a beer that resonates deeply with people who love this country. And this is just the beginning. Our relentless expansion into new markets shows that America is ready for a beer that tastes great and truly stands for something.”
AboutAmerican Rebel Holdings, Inc.
Nashville-based American Rebel Holdings, Inc. (NASDAQ: AREB) is “America’s Patriotic Brand.” Founded in 2014, the Company has built a portfolio of lifestyle products including safes, personal security solutions, and most recently, American Rebel Light Beer — a premium light beer brewed for hardworking Americans. With a growing retail presence, robust e-commerce platform, and partnerships across multiple consumer categories, American Rebel continues to expand its footprint and deliver innovative products designed for freedom-loving Americans nationwide.
Watchthe American Rebel Story as told by our CEO Andy Ross The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, and Minnesota.
For launch details and availability, visit www.americanrebelbeer.com or follow us on social media @AmericanRebelBeer.
American Rebel Light is a Premium Domestic Light Lager Beer – all-natural, crisp, clean, and bold with a lighter feel. Approximately 100 calories, 3.2 carbohydrates, and 4.3 percent ABV per 12 oz serving. Brewed without added supplements, corn, rice, or sweeteners.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.com
917-280-7329
AmericanRebel Light Beer Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebel.com
Forward-LookingStatement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations regarding American Rebel Holdings, Inc.’s (“American Rebel” or the “Company”) future performance, distributor partnerships, market expansion, brand visibility, consumer demand, and shareholder value creation. Specifically, statements related to anticipated distribution growth, new market entries, potential distributor agreements,and strategic business development initiatives — including those discussed or verbally agreed to during meetings and conversations at the 2025 National Beer Wholesalers Association (NBWA) Convention — are forward-looking in nature.
Such statements are based on current assumptions, estimates, and projections about the Company’s business and industry, as well as management’s beliefs and expectations. These forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. These risks include, but are not limited to: changes in consumer preferences and purchasing behavior; competitive pressures in the beverage industry; supply chain disruptions or production limitations; regulatory changes affecting distribution, labeling, or marketing; the Company’s ability to secure, maintain, or expand distributor and retail partnerships; the outcome and timing of contract negotiations; the success and availability of marketing and promotional activities; and the risks detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2024, and its Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
Additionally, the Company appeared before a Nasdaq panel on September 30, 2025, to address its stockholder equity deficiency, which was not cured prior to the expiration of the 180-day extension in August 2025. Since June 30, 2025, the Company has initiated multiple transactions — including debt conversions, minority equity investments, and equity issuances — that were not reflected in its Q2 FY2025 Form 10-Q. Management believes these actions have collectively positioned the Company above the $2.5 million minimum stockholder equity threshold required by Nasdaq. However, the Company is currently awaiting the panel’s decision, which will be based upon both the Company’s presentation and the Nasdaq staff’s recommendations. There can be no assurance that the panel will concur with management’s position or render a favorable ruling.
Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. American Rebel undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
Exhibit99.24
ChampionSafe Celebrates Cross Creek Outdoor Supplies for Explosive Growth in the Southeast
Provo,UT, Oct. 21, 2025 (GLOBE NEWSWIRE) — Champion Safe Company ( championsafe.com ), a premier manufacturer of high-security safes and a proud subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand, is proud to spotlight Cross Creek Outdoor Supplies in Henderson, North Carolina, for its exceptional performance in the Southeast region. In a competitive market, Cross Creek has achieved a remarkable 112% year-to-date growth from 2024 to 2025 , standing out as a top-performing dealer and a trusted destination for safe buyers.
Owned by Wade Abbott Jr., Cross Creek has been a Champion Safe dealer for nearly 25 years, earning a reputation for integrity, product knowledge, and customer-first service. Earlier this year, Wade expanded his operation with a new building dedicated to safes, giving customers a better shopping experience with more models, finishes, and configurations on display.
“Champion has always delivered unmatched value,” said Wade Abbott Jr. “We’ve built our business around giving customers choices and confidence. The new building lets us showcase safes the way they deserve — and Champion’s support over the years has been phenomenal. Their team is responsive, knowledgeable, and genuinely invested in our success.”
Champion Safe CEO Tom Mihalek praised Cross Creek’s commitment to growth and customer satisfaction.
“Wade and his team exemplify what makes Champion dealers great. Their investment in the customer experience and their dedication to quality make them a standout in the Southeast. We’re proud to partner with Cross Creek and celebrate their continued success.”
Outside Henderson, Cross Creek Outdoor Supplies has become a destination for serious safe buyers. With a newly expanded showroom, a deep inventory of Champion safes, and a team known for expert guidance and personal service, Cross Creek delivers a buying experience that’s worth the drive. Whether you’re securing firearms, valuables, or important documents, Cross Creek offers the selection, service, and trust that customers demand.
Visit Cross Creek Outdoor Supplies:
537 Cross Creek Road, Henderson, NC 27537
(252) 492-9770
crosscreekoutdoorsupplies.com
AboutChampion Safe Company
Champion Safe Co. has been at the forefront of safe manufacturing for over 25 years, providing high-quality safes engineered for ultimatesecurity and fire protection . Built entirely with 100% American-made, high-strength steel , Champion Safes feature full length double steel doors and are backed by a lifetime warranty. Learn more at championsafe.com
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space.
Learn more at americanrebel.com
Watch the American Rebel Story as told by our CEO Andy Ross.
ContactInformation
Locate a Champion Safe Dealer: https://www.championsafe.com/dealer-directory
Become a Champion Safe Dealer: sales@championsafe.com
Investor Relations: ir@americanrebel.com
Media Inquiries:
Monica Brennan: Monica@NewtoTheStreet.com
Matt Sheldon: Matt@Precisionpr.co 917-280-7329
Forward-LookingStatement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our expectations, beliefs, intentions, strategies, and projections about future events or performance. Words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “projects,” “should,” “target,” “will,” and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are difficult to predict and are beyond our control.
Forward-looking statements in this release may include, without limitation, statements regarding: anticipated benefits from dealer partnerships and retail expansion initiatives; expected revenue growth for fiscal year 2025 and beyond; consumer demand for Champion Safe and American Rebel products; adoption by distributors and retailers; our ability to scale production and strengthen supply chain capabilities; the effectiveness of our sales, marketing, and brand-building strategies; and the outcome of our recent appearance before the Nasdaq Hearings Panel. Certainperformance metrics, including year-to-date growth percentages and other financial or operating data referenced herein, are based oninternal, unaudited information and are subject to change upon completion of the Company’s standard financial closing and reviewprocedures. Specifically, the Company presented its case on September 30, 2025, in response to a stockholder equity deficiency that was not cured prior to the expiration of the 180-day extension in August 2025. Since June 30, 2025, the Company has undertaken multiple capital actions—including debt conversions, minority equity investments, and equity issuances—that were not reflected in its Quarterly Report on Form 10-Q for the period ended June 30, 2025. Management believes these actions have collectively positioned the Company above the $2.5 million minimum stockholders’ equity threshold required by Nasdaq. However, there can be no assurance that the Panel will agree with management’s assessment or render a favorable decision.
These forward-looking statements are inherently subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied, including, but not limited to: the performance and timing of marketing, promotional, and sponsorship activities; the success of our retail and dealer partnerships; our ability to effectively execute our business strategies; macroeconomic conditions and their impact on consumer spending; evolving regulatory and compliance developments; and the Risk Factors detailed in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K for the years ended December 31, 2023 and 2024, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Exhibit99.25
AmericanRebel Holdings, Inc. (NASDAQ: AREB) highlights RAEK’s recent acquisition of FirstPartyData.com - reinforcing its leadership infirst-party data and AI-driven marketing
Theunbeatable combination of America’s Patriotic Brand and cutting-edge digital intelligence through our investment in RAEK is designedto achieve a singular goal: accelerating data-driven growth and deepening customer loyalty. This strategic move is designed to enhanceAmerican Rebel’s future success and increase shareholder value
Nashville, TN, Oct. 27, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) — America’s Patriotic Brand — today highlighted the recent acquisition of FirstPartyData.com by its strategic investment partner RAEK Data, LLC (“RAEK”), a fast-growing innovator in first-party data and digital identity resolution. The acquisition represents a major step in RAEK’s mission to build the first-party data engine for the AI economy, further validating American Rebel’s investment in the company.
“The companies that win tomorrow are the ones that own their data today,” said Cory Crapes, Co-founder of RAEK. “The acquisition of FirstPartyData.com perfectly aligns with our mission to make data ownership, accuracy, and activation accessible to every business. Our platform gives organizations and AI systems clean, contextual data needed to deliver measurable outcomes, while empowering brands to automate, personalize, and operate with true intelligence.”
AmericanRebel’s strategic vision: investing in data-driven growth for America’s Patriotic Brand
Earlier this month, American Rebel Holdings, Inc. announced a $1.5 million strategic investment in RAEK, recognizing the company’s ability to redefine how brands connect with their audiences.
“RAEK represents the kind of innovation and forward-thinking that aligns perfectly with American Rebel’s growth vision,” said Andy Ross, CEO of American Rebel Holdings, Inc. “Their technology gives consumer brands like ours the ability to understand and communicate directly with fans, not through rented platforms, but through relationships we own.”
“As America’s Most Patriotic Brand, it’s important that we participate in this next marketing revolution,” said Andy Ross, CEO of American Rebel. “We’re energized by the team at RAEK, confident in their growth, and excited about what this partnership can do to amplify the American Rebel story.”
**Watch:**American Rebel story as told by CEO Andy Ross, The American Rebel Story
Ross continued:
“For lifestyle and consumer product brands, data is no longer just analytics, it’s the foundation of loyalty. RAEK gives us the ability to turn interest into engagement, engagement into purchases, and customers into long-term fans and shareholders. That’s how enduring brands are built.”
American Rebel’s investment underscores the synergy between consumer passion and data precision, a combination that builds scalable brand equity while driving measurable shareholder value.
FirstPartyData.comAcquisition expands RAEK’s first-party data ecosystem; EchoID powers real-time identity resolution and activation
As the global marketing ecosystem shifts away from third-party cookies and toward privacy-compliant, owned data strategies, RAEK is building the infrastructure to power this new era. The acquisition of FirstPartyData.com reinforces RAEK’s long-term vision to become one of the market’s largest providers of first-party data solutions.
EchoID:from anonymous visitor to action
| ● | Core capability: Through its EchoID technology, RAEK converts anonymous website visitors into<br> identified, actionable profiles, without forms, gates, or friction. |
|---|---|
| ● | Business impact: Turning digital presence into engagement and revenue gives companies greater<br> control over their audiences, marketing efficiency, and customer relationships. |
| --- | --- |
Cloud-nativescale where milliseconds matter
| ● | Performance: Built cloud-native for programmatic environments where milliseconds matter, RAEK’s<br> platform has demonstrated exceptional scalability, enabling real-time identity resolution<br> and activation across ad networks, DSPs, and customer data ecosystems. |
|---|---|
| ● | Outcome: This speed and accuracy give marketers the ability to execute personalized, compliant,<br> data-driven campaigns with precision. |
| --- | --- |
FuelingAI with context: AEO and GEO
| ● | AI initiatives: The acquisition also accelerates RAEK’s AEO (Answer Engine Optimization)<br> and GEO (Generation Engine Optimization) initiatives, laying the groundwork for large-scale<br> contextual AI applications. |
|---|---|
| ● | Missing layer: As AI becomes integral to operations, RAEK provides the missing layer, context,<br> by fueling systems with clean, accurate, and compliant first-party data. |
| --- | --- |
“AI is powerful, but it’s only as intelligent as the data feeding it,” said Cory Crapes, Co-founder of RAEK. “According to Gartner, as many as 95% of enterprise AI initiatives fail not because the algorithms are flawed, but because the data lacks context. RAEK solves that by delivering structured, permissioned first-party data that gives AI systems meaning. When you feed AI clean, contextual data, businesses can automate smarter decisions, personalize at scale, and drive measurable performance.”
RAEK:powering the future of owned data
As brands across industries grapple with iOS privacy updates, cookie deprecation, and the rising cost of digital advertising, RAEK stands out as the solution that helps businesses maintain visibility and control over their audiences.
“While others are losing visibility, first-party data focused brands are gaining it. They already know who’s behind the click,” Crapes said.
RAEK’s first-party data infrastructure helps companies build permissioned, owned customer profiles, transforming anonymous website visitors into actionable, compliant relationships.
“Visitor identification turns your website from a billboard into a CRM. Same traffic. New outcome.”
Through its proprietary EchoID technology, RAEK captures and resolves anonymous visitors into verified, marketable profiles without forms, cookies, or friction. This capability enables brands to personalize marketing, increase engagement, and grow long-term loyalty, without relying on rented audiences.
Adplatforms show you reach. RAEK shows you relationships.
For years, digital advertising rewarded reach over relationship. But as consumer privacy standards evolve, the marketing world is shifting.
“Ad platforms show you reach,” said Crapes. “RAEK shows you relationships. One measures impressions. The other builds customers.”
With RAEK, brands move beyond short-term impressions to cultivate lasting relationships, turning digital audiences into loyal advocates and long-term customers.
Youdon’t need a bigger ad budget. You require a smarter feedback loop.
In an era of increasing acquisition costs, RAEK’s clients are discovering that smarter data, not bigger budgets, drives better results.
“Identify your visitors → study intent → personalize your next move,” said Crapes. “That’s compounding ROI.”
By turning traffic into measurable intelligence, RAEK enables brands to build marketing strategies that learn, adapt, and grow in real time.
FirstPartyData.com:a strategic acquisition in a transforming market
The acquisition of FirstPartyData.com expands RAEK’s footprint as the industry’s leading authority on first-party data ownership and privacy-first marketing. The domain will serve as both a brand hub and educational resource for businesses transitioning from third-party dependency to owned audience intelligence.
The move positions RAEK to capture increasing demand from marketers seeking compliant, context-rich data in an era where platform reliance is being replaced by data independence.
“The future of marketing isn’t more tracking pixels, it’s smarter, owned data,” Crapes continued. “When you rely on platforms, you rent results. When you utilize RAEK, you own them.”
Fuelingthe AI economy: from data integrity to contextual intelligence
According to Gartner, 95% of enterprise AI initiatives fail due to poor data quality, not flawed algorithms. RAEK solves that problem by delivering structured, permissioned first-party data that provides the contextual depth AI systems need to perform.
RAEK’s cloud-native architecture allows real-time activation and scalability across ad networks, DSPs, and customer ecosystems, ensuring that AI and marketing systems alike receive clean, compliant, and actionable data.
By combining data accuracy with automation, RAEK transforms ordinary marketing into intelligent engagement.
Missionand next steps
| ● | Ecosystem expansion: With this strategic acquisition, RAEK continues to expand its ecosystem of<br> first-party data products and assets that help businesses collect, organize, and activate<br> their data across marketing channels. |
|---|---|
| ● | Mission: The mission remains clear: empower brands to own their audience, improve marketing performance,<br> and bridge the gap between digital identity and AI-driven engagement. |
| --- | --- |
AboutRAEK
RAEK is a first-party data and identity platform that helps brands turn anonymous web traffic into identified, actionable profiles, without forms or friction. With EchoID, real-time identity resolution, and activation across major ad platforms and customer data ecosystems, RAEK gives marketers the speed, accuracy, and compliance they need to personalize at scale. Founded in 2020 and headquartered in Liberty Lake, Washington, RAEK is building the first-party data engine for the AI economy. Learn more at www.RAEKData.com.
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
AmericanRebel — America’s Patriotic Brand — designs and markets lifestyle products including safes, apparel, accessories, and American Rebel Light Beer ( www.americanrebelbeer.com ), one of the fastest-growing new entries in the beverage market. The company combines innovation, American craftsmanship, and strategic investments that strengthen its fan, customer, and shareholder base. Learn more at www.AmericanRebel.com .
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
AmericanRebel Holdings, Inc. Investor Relations
ir@americanrebel.com
AboutAmerican Rebel Light Beer
Based in Nashville, TN. American Rebel Light Beer is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi and now, Minnesota.
For more information about the launch events and the availability of American Rebel Beer, please visit American Rebel Beer or follow us on social media platforms @AmericanRebelBeer.
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% alcoholic 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.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc. (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts,” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect,” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Forward-looking statements in this press release also include, but are not limited to, statements regarding:
| ● | the<br> anticipated benefits of American Rebel’s strategic investment in RAEK Data, Inc. (“RAEK”),<br> including expectations that the partnership will enhance American Rebel’s marketing,<br> data-driven growth initiatives, and long-term shareholder value; |
|---|---|
| ● | RAEK’s<br> potential to achieve significant growth in the emerging first-party data and AI-driven economy,<br> including its ability to become a market leader or “unicorn” in its sector; |
| --- | --- |
| ● | the<br> ability of RAEK’s technology to deliver measurable improvements in customer acquisition,<br> retention, personalization, and compliance; |
| --- | --- |
| ● | American<br> Rebel’s ability to leverage RAEK’s platform to strengthen customer relationships,<br> cultivate brand advocates, and convert fans into lifelong customers and shareholders; |
| --- | --- |
| ● | expectations<br> regarding synergies between American Rebel and RAEK, including incremental revenue opportunities,<br> operational efficiencies, and scalability; |
| --- | --- |
| ● | assumptions<br> about future demand for first-party data solutions in light of evolving privacy regulations<br> and digital marketing practices; and |
| --- | --- |
| ● | expectations regarding RAEK’s acquisition of FirstPartyData.com, including anticipated benefits to RAEK’s first-party data ecosystem, identity-resolution capabilities, and related initiatives intended to support data-driven growth and long-term shareholder value. |
| --- | --- |
NasdaqListing Status and Related Risks. On October 20, 2025, a Nasdaq Hearings Panel granted the Company’s request to continue its listing on The Nasdaq Stock Market LLC, subject to the condition that, on or before November 15, 2025 , the Company demonstrate compliance with Nasdaq Listing Rule 5550(b)(1) (stockholders’ equity requirement). To satisfy the Panel’s condition, the Company must make a timely public filing describing the transactions undertaken to achieve compliance and to demonstrate long-term compliance with the equity requirement, and provide an indication of its stockholders’ equity following those transactions, which may be presented through a balance sheet not older than 60 days with pro forma adjustments for significant transactions or events on or before the report date. During the exception period, the Company must promptly notify the Panel of any significant developments, and the Panel may reconsider the exception if circumstances warrant. There can be no assurance that the Company will timely satisfy the Panel’s conditions or otherwise maintain compliance with Nasdaq continued listing standards. If the Company does not satisfy the conditions by the stated deadline—or if the Panel reconsiders and withdraws the exception—the Company’s securities would be subject to delisting , which could adversely affect liquidity, trading price, access to capital, analyst coverage, and the Company’s ability to execute its business strategy.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the Company’s ability to timely satisfy the conditions set by the Nasdaq Hearings Panel and maintain compliance with Nasdaq continued listing standards; the effects of any delisting on the liquidity and trading price of the Company’s securities and on its ability to raise capital; benefits of our continued sponsorship of high-profile events; success and availability of promotional activities; our ability to effectively execute our business plan; RAEK’s ability to execute its business plan; the pace of market adoption of first-party data technologies; regulatory changes (including GDPR, CCPA, and other data privacy laws); the growth and application of artificial intelligence technologies; our ability to integrate and benefit from our investment in RAEK; risks related to RAEK’sacquisition of FirstPartyData.com, including the risk that anticipated benefits are not realized when expected or at all, integrationchallenges, retention of key personnel and customers, protection and effective use of acquired assets and intellectual property, unanticipatedcosts or liabilities, and potential business disruption; and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the three months ended June 30, 2025, as well as any subsequent filings.
Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.
Exhibit99.26
ChampionSafe Highlights Dickson Sportsman Store for Strong Growth and Longstanding Partnership
Provo,UT, Oct. 28, 2025 (GLOBE NEWSWIRE) — Champion Safe Company ( championsafe.com ), a premier manufacturer of high-security safes and a proud subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand, is proud to spotlight Dickson Sportsman Store in Dickson, Tennessee, for its strong performance in the Southeast region. With 26% year over year sales growth, Dickson Sportsman Store continues to prove that family-owned businesses built on service and trust can thrive in today’s competitive retail environment.
Foundedin 1976 and now entering its 50th year in business , Dickson Sportsman Store has become a cornerstone of the Middle Tennessee outdoor community. Owned by Rick Dysinger and operated by family from the beginning, the store is known for treating customers like family — a level of service Rick says you won’t find at big box stores.
“ChampionSafes are easy to sell because they speak for themselves,” said Rick Dysinger. “We placed the first order at Champion’s first Sports Inc. buying group show 25 years ago, and we’ve stuck with them ever since. Champion offers the best value for the price we pay, and the best value for the customer walking through our door.”
Champion Safe CEO Tom Mihalek praised Dickson Sportsman Store’s legacy and continued growth.
“Rick and his team are a model of consistency and care. Their long-standing partnership with Champion and their commitment to customer service make them one of the Southeast’s most respected dealers. We’re proud to celebrate their success.”
Dickson Sportsman Store is more than a retailer — it’s a destination for safes, firearms, and outdoor gear . With decades of experience, a knowledgeable staff, and a wide selection of Champion safes, they offer a buying experience built on trust, value, and personal attention. Whether you’re securing firearms, valuables, or important documents, Dickson Sportsman Store delivers the kind of expertise that keeps customers coming back.
VisitDickson Sportsman Store:
586 Highway 46 S, Dickson, TN 37055
(615) 446-5505
www.dicksonsportsmanstore.com
AboutChampion Safe Company
Champion Safe Co. has been at the forefront of safe manufacturing for over 25 years, providing high-quality safes engineered for ultimatesecurity and fire protection . Built entirely with 100% American-made, high-strength steel , Champion Safes feature full length double steel doors and are backed by a lifetime warranty. Learn more at championsafe.com
AboutAmerican Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel began as a designer and marketer of branded safes and personal security products and has since grown into a diversified patriotic lifestyle company with offerings in beer, branded safes, apparel, and accessories. With the introduction of American Rebel Light Beer, the company is now making waves in the beverage space.
Learn more at americanrebel.com
Watch the American Rebel Story as told by our CEO Andy Ross.
ContactInformation
Locate a Champion Safe Dealer: https://www.championsafe.com/dealer-directory
Become a Champion Safe Dealer: sales@championsafe.com
Investor Relations: ir@americanrebel.com
Media Inquiries
Monica Brennan: Monica@NewtoTheStreet.com
Matt Sheldon: Matt@Precisionpr.co 917-280-7329
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our expectations, beliefs, intentions, strategies, and projections about future events or performance. Words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “projects,” “should,” “target,” “will,” and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are difficult to predict and are beyond our control.
Forward-looking statements in this release may include, without limitation, statements regarding: anticipated benefits from dealer partnerships and retail expansion initiatives; expected revenue growth for fiscal year 2025 and beyond; consumer demand for Champion Safe and American Rebel products; adoption by distributors and retailers; our ability to scale production and strengthen supply chain capabilities; the effectiveness of our sales, marketing, and brand-building strategies; and the outcome of our recent appearance before the Nasdaq Hearings Panel. Certainperformance metrics, including year-to-date growth percentages and other financial or operating data referenced herein, are based oninternal, unaudited information and are subject to change upon completion of the Company’s standard financial closing and reviewprocedures. Specifically, the Company presented its case on September 30, 2025, in response to a stockholder equity deficiency that was not cured prior to the expiration of the 180-day extension in August 2025. Since June 30, 2025, the Company has undertaken multiple capital actions—including debt conversions, minority equity investments, and equity issuances—that were not reflected in its Quarterly Report on Form 10-Q for the period ended June 30, 2025. Management believes these actions have collectively positioned the Company above the $2.5 million minimum stockholders’ equity threshold required by Nasdaq. However, there can be no assurance that the Panel will agree with management’s assessment or render a favorable decision.
These forward-looking statements are inherently subject to a number of risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed or implied, including, but not limited to: the performance and timing of marketing, promotional, and sponsorship activities; the success of our retail and dealer partnerships; our ability to effectively execute our business strategies; macroeconomic conditions and their impact on consumer spending; evolving regulatory and compliance developments; and the Risk Factors detailed in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K for the years ended December 31, 2023 and 2024, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
Any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Exhibit99.27
AmericanRebel Light Beer Featured as the Primary Sponsor on Matt Hagan’s Funny Car and John Hall’s Pro Stock Motorcycle at the 25thAnnual Dodge NHRA Nevada Nationals (Oct 30-Nov 2) -National FS1 TV Coverage
America’sFastest Growing Beer—American Rebel Light—and the NHRA continue to deliver a winning combination at the racetrack and onnational TV, leveraging national sponsorships to transforming race-day fan passion into lifelong customer brand loyalty
Nashville,TN, Oct. 31, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB)—the unapologetically patriotic lifestyle brand behind American Rebel Light Beer ( www.americanrebelbeer.com ), America’s Patriotic, God-Fearing, Constitution-Loving,National Anthem-Singing, Stand Your Ground Beer —heads to Las Vegas with a full-throttle presence at the 25th Annual DodgeNHRA Nevada Nationals powered by Direct Connection , the fifth of six Countdown rounds (Oct. 30–Nov. 2). American Rebel is the primary sponsor with TSR Nitro for Matt Hagan’s Dodge//SRT Hellcat Funny Car and John Hall’sBuell Pro Stock Motorcycle, backed by national coverage on FS1 and full-weekend streaming on NHRA.TV .
For American Rebel Light Beer, NHRA weekends are more than exposure—they’re a connection with Americans who build, tune, race and drink what they love. The energy in the pits, on the track and captured on the national TV broadcast turns into real-world momentum at the shelf, accelerating distribution and fueling repeat purchase with a light lager built for clean, crisp refreshment.

“ NHRA weekends are where our brand meets America face-to-face. Teaming with TSR Nitro, John Hall and the NHRA on the sport’s biggest stages turns race day excitement into repeat purchase behavior. That’s the power of the American Rebel Brand with motorsports fans—one unmistakable combination that converts fans into lifelong customers of America’s Patriotic Beer, American Rebel Light,” said Andy Ross, CEO, American Rebel .
NHRA fans are hands-on, flag-forward, and fiercely loyal—people who keep their word and back brands that back America. That’s the American Rebel customer. When race fans pick up American Rebel Light, they’re not just reaching for another light beer; they’re choosing a beer that reflects their values and tastes—a beer that shows up where they show up, from the starting line to the checkout line. Motorsports like the NHRA + American Rebel Light Beer is the right partnership, in the right place, at exactly the right time.

MattHagan, Driver of the American Rebel Beer Dodge//SRT Hellcat Funny Car
Hagan rolls into The Strip at Las Vegas Motor Speedway as one of the defining forces of the Countdown— second in Funny Car, 112 pointsout of the lead , and on a track where he’s at his best: four Las Vegas wins and 11 career final rounds at this venue. Las Vegas marks Hagan’s 371st Funny Car start and 17th Nevada Nationals appearance —proof of a driver who knows how to channel the desert air into speed. “ Vegas is always big in the Countdown. The altitude can make power tricky,but our Dodge//SRT Hellcat has always responded here, “ Hagan said.

TSR Nitro’s two-car firepower sharpens the spear. Tony Stewart arrives sixth in Top Fuel , giving the organization a one-two punch as the championship chase tightens. Between them, the duo owns six combined wins at The Strip (Hagan with four)—and the experience to make every qualifying session count.
NHRA+ American Rebel - America’s Patriotic Brand bring maximum horsepower
From Top Fuel to Funny Car to Pro Stock Motorcycle, American Rebel + NHRA is a natural fit: intense, authentic, and built for fans who show up early and stay until the last pair fires. That alignment is paying off. American Rebel Light Beer —a premiumdomestic light lager brewed without corn, rice, or added sweeteners —comes in at ~100 calories, 3.2g carbs, 4.3%ABV with a crisp, clean finish and lighter feel. Distribution now spans 15 states — AR, CT, FL, IN, IA, KS, KY, MN,MS, MO, NV, NC, OH, TN, VA —with chain activation growing as fast as the fanbase. The roar at the track becomes loyalty in the aisle.

WeekendSchedule — NHRA Nevada Nationals (Las Vegas) (NHRA.TV streaming; FS1 windows below)
| ● | Friday, Oct. 31 — Nitro Q1 1:30 p.m. PDT / 4:30 p.m. EDT ; Nitro Q2 4:00 p.m. PDT / 7:00 p.m. EDT |
|---|---|
| ● | Saturday, Nov. 1 — Nitro Q3 12:00 p.m. PDT / 3:00 p.m. EDT ; Nitro Q4 2:30 p.m. PDT / 5:30 p.m. EDT |
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| ● | Sunday, Nov. 2 — Eliminations 11:00 a.m. PDT / 2:00 p.m. EDT ; R2 1:20 p.m. PDT / 4:20 p.m. EDT ; Semis 3:05 p.m. PDT / 6:05 p.m. EDT ; Finals 4:30 p.m. PDT / 7:30 p.m. EDT FS1: Qualifying recap Sunday 3:00 p.m. EDT ; Finals show Sunday 5:00 p.m. EDT . |
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AndyRoss
“Put American Rebel Light on Matt Hagan’s Funny Car and John Hall’s Pro Stock Motorcycle and you get a megaphone and a direct connection to the most responsive fans in motorsports. It’s a formula that grows distribution, moves cases, and builds a community of lifelong fans and customers for American Rebel Light Beer.” — Andy Ross, CEO, American Rebel

JohnHall and the American Rebel Pro Stock Motorcycle
JohnHall brings serious momentum to Las Vegas on the American Rebel Beer Buell , with two national event victories this season—Norwalkand Reading heading into the Nevada Nationals. Hall is a racer’s racer—sharp on the tree, relentless on race day—and his connection with fans mirrors the way American Rebel shows up in communities across the country. “ John Hall is a true rebel—heraces with heart, honor, and the kind of determination that defines the American spirit. He’s out there proving what it means toRebel Up ! “ said Andy Ross .
Notesof Interest
| ● | The<br> Dodge NHRA Nevada Nationals powered by Direct Connection is the second-to-last race on the NHRA Mission Foods Drag Racing Series 20-race schedule and Round 5 of the six-race Countdown . TSR drivers Tony Stewart (Top Fuel) and Matt Hagan (Funny Car) are both in the postseason— 2025 marks Stewart’s<br> second Countdown and Hagan’s 13th straight . |
|---|---|
| ● | Standings snapshot (entering Las Vegas): Stewart 6th in Top Fuel (236 points behind leader<br> Doug Kalitta ); Hagan 2nd in Funny Car (112 behind Austin Prock ). Hagan<br> is a four-time champion (2011, 2014, 2020, 2023). |
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| ● | Primary looks: Stewart carries Rush Truck Centers on the Top Fuel Dragster; Hagan carries<br> the orange, black, and white of American Rebel Beer on the Dodge//SRT Hellcat<br> Funny Car. |
| --- | --- |
| ● | Earlier this year at Las Vegas (NHRA Four-Wide Nationals, Apr. 11–13): Stewart qualified<br> No. 5 and captured his first NHRA Top Fuel victory . Hagan advanced to the<br> Finals on Sunday. |
| --- | --- |
| ● | Hagan at the Nevada Nationals, career highlights: Four wins (2017, 2019, 2020, 2022) and two No. 1 qualifiers (2009, 2014). His Las Vegas winning ET/MPH lines include: |
| --- | --- |
| ○ | 2017:<br> 3.942 ET @ 329.42 mph (def. Courtney Force) |
| --- | --- |
| ○ | 2019:<br> 3.876 ET @ 331.36 mph (def. Jonnie Lindberg) |
| --- | --- |
| ○ | 2020:<br> 3.914 ET @ 326.40 mph (def. Ron Capps) |
| --- | --- |
| ○ | 2022:<br> 3.896 ET @ 330.23 mph (def. Robert Hight) |
| --- | --- |
| ● | About American Rebel Beer: Founded April 2024 by CEO Andy Ross , American Rebel<br> Beer is All Natural , Crisp , Clean , with a Bold Taste and a Lighter Feel — no corn, rice, or other sweeteners typical of mass-produced beers.<br> Look for American Rebel in 15 states today, with additional states to be announced,<br> and in legendary Nashville bars like Kid Rock’s , Tootsies , and Honky Tonk Central , along with retail outlets, venues, and music festivals nationwide. American<br> Rebel Beer is America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem Singing, Stand Your Ground Beer . |
| --- | --- |
| ● | Stewart & Las Vegas: Stewart has won on every track at the Las Vegas Motor Speedway<br> property—dirt, oval, the Bullring, and the Strip—spanning USAC , IndyCar , NASCAR Cup , and sprint cars, with NHRA national success in Top Alcohol Dragster preceding his Top Fuel breakthrough. |
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Hagan’sTrackside Schedule — NHRA Nevada Nationals (All Times Pacific)
| ● | Friday, Oct. 31 — Nitro Q1 1:30 PM ; Nitro Q2 4:00 PM |
|---|---|
| ● | Saturday, Nov. 1 — Nitro Q3 12:00 PM ; Nitro Q4 2:30 PM |
| --- | --- |
| ● | Sunday, Nov. 2 — Eliminations: Round 1 11:00 AM ; Round 2 1:20 PM ; Semifinals 3:05 PM ; Finals 4:30 PM |
|---|
Whereto Watch (FS1, Eastern): Sunday, Nov. 2 — Qualifying Recap 3:00 PM; Finals Show 5:00 PM. NHRA.TV streaming available all weekend.
AboutAmerican Rebel Holdings, Inc.
Nashville-based American Rebel Holdings, Inc. (NASDAQ: AREB) is “America’s Patriotic Brand.” Founded in 2014, the Company has built a portfolio of lifestyle products including safes, personal security solutions, and most recently, American Rebel Light Beer — a premium light beer brewed for hardworking Americans. With a growing retail presence, robust e-commerce platform, and partnerships across multiple consumer categories, American Rebel continues to expand its footprint and deliver innovative products designed for freedom-loving Americans nationwide.
Watchthe American Rebel Story as told by our CEO Andy Ross The American Rebel Story
AboutAmerican Rebel Light Beer
American Rebel Light is more than just a beer – it’s a celebration of freedom, passion, and quality. Brewed with care and precision, our light beer delivers a refreshing taste that’s perfect for every occasion. Since its launch in September 2024, American Rebel Light Beer has rolled out in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, Mississippi, and Minnesota.
For launch details and availability, visit www.americanrebelbeer.com or follow us on social media @AmericanRebelBeer.
American Rebel Light is a Premium Domestic Light Lager Beer – all-natural, crisp, clean, and bold with a lighter feel. Approximately 100 calories, 3.2 carbohydrates, and 4.3 percent ABV per 12 oz serving. Brewed without added supplements, corn, rice, or sweeteners.
MediaInquiries
Monica Brennan
Monica@NewtoTheStreet.com
Matt Sheldon
Matt@Precisionpr.com
917-280-7329
AmericanRebel Light Beer Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
InvestorRelations
ir@americanrebel.com
Forward-LookingStatement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, expectations regarding American Rebel Holdings, Inc.’s (“American Rebel” or the “Company”) future performance, distributor partnerships, market expansion, brand visibility, consumer demand, and shareholder value creation. Specifically, statements related to anticipated distribution growth, new market entries, potential distributor agreements,and strategic business development initiatives are forward-looking in nature.
Such statements are based on current assumptions, estimates, and projections about the Company’s business and industry, as well as management’s beliefs and expectations. These forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. These risks include, but are not limited to: changes in consumer preferences and purchasing behavior; competitive pressures in the beverage industry; supply chain disruptions or production limitations; regulatory changes affecting distribution, labeling, or marketing; the Company’s ability to secure, maintain, or expand distributor and retail partnerships; the outcome and timing of contract negotiations; the success and availability of marketing and promotional activities; and the risks detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2024, and its Quarterly Report on Form 10-Q for the three months ended June 30, 2025.
Additionally, the Company appeared before a Nasdaq panel on September 30, 2025, to address its stockholder equity deficiency, which was not cured prior to the expiration of the 180-day extension in August 2025. Since June 30, 2025, the Company has initiated multiple transactions — including debt conversions, minority equity investments, and equity issuances — that were not reflected in its Q2 FY2025 Form 10-Q. Management believes these actions have collectively positioned the Company above the $2.5 million minimum stockholder equity threshold required by Nasdaq. However, the Company is currently awaiting the panel’s decision, which will be based upon both the Company’s presentation and the Nasdaq staff’s recommendations. There can be no assurance that the panel will concur with management’s position or render a favorable ruling.
Any forward-looking statement made herein speaks only as of the date on which it is made. Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. American Rebel undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as may be required by law.