American Rebel Holdings Inc 10-Q for FY2025 Q2
American Rebel Holdings Inc (AREB)
About this 10-Q
American Rebel Holdings Inc filed this 10-Q on August 13, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.84M
- down 12.7% from $3.26M a year earlier
- Net loss
- $18.14M
- compared with a net loss of $5.25M a year earlier
- Diluted EPS
- -$5.34
- compared with -$201.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended
OR
for the transition period from ___ to ___
Commission
file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
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).
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 accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant 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 August 8, 2025 was .
AMERICAN REBEL HOLDINGS, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
| 2 |
Part I. Financial Information
Item 1.- Interim Condensed Consolidated Financial Statements (Unaudited)
AMERICAN REBEL HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Prepaid expense | ||||||||
| Inventory | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, net | ||||||||
| OTHER ASSETS: | ||||||||
| Lease deposits and other | ||||||||
| Right-of-use lease assets | ||||||||
| Intangible assets, net | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and other payables | $ | $ | ||||||
| Accrued expense and other | ||||||||
| Accrued interest | ||||||||
| Deferred revenue | ||||||||
| Loan – Officers – related party | ||||||||
| Loans – Working capital, net | ||||||||
| Loan – Director – related party | ||||||||
| Loans | ||||||||
| Line of credit | ||||||||
| Right-of-use lease liability, current | ||||||||
| Total Current Liabilities | ||||||||
| Right-of-use lease liability, long-term | ||||||||
| TOTAL LIABILITIES | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock, $ par value; shares authorized; and issued and outstanding, at June 30, 2025 and December 31, 2024, respectively, comprised of Preferred Shares A, B, and D | ||||||||
| Preferred Shares A | ||||||||
| Preferred Shares B | ||||||||
| Preferred Shares D | ||||||||
| Preferred Shares, value | ||||||||
| Common Stock, $ par value; shares authorized; and issued and outstanding at June 30, 2025 and December 31, 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See Notes to Financial Statements and Note 1 regarding non-reliance on financial information.
| 3 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross margin | ( | ) | ||||||||||||||
| Expenses: | ||||||||||||||||
| Consulting/payroll and other costs | ||||||||||||||||
| Compensation expense – officers – related party | ||||||||||||||||
| Compensation expense – officers – deferred comp – related party | ||||||||||||||||
| Compensation expense | ||||||||||||||||
| Rental expense, warehousing, outlet expense | ||||||||||||||||
| Product development costs | ||||||||||||||||
| Marketing and brand development costs | ||||||||||||||||
| Administrative and other | ||||||||||||||||
| Depreciation and amortization expense | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Gain/(loss) on sale of equipment | ( | ) | ||||||||||||||
| Other income | ||||||||||||||||
| Loss on debt extinguishment | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on settlement of liability | ( | ) | ( | ) | ||||||||||||
| Net income (loss) before income tax provision | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income tax | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted income (loss) per share | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average common shares outstanding - basic and diluted | ||||||||||||||||
See Notes to Financial Statements and Note 1 regarding non-reliance on financial information.
| 4 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIT)
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025 AND 2024 (UNAUDITED)
| Common Stock | Common Stock Amount | Preferred Stock | Preferred Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||||||||
| For the Three Months Ended June 30, 2025 and 2024 | ||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Series A compensation expense | - | - | ||||||||||||||||||||||||||
| Issuance of Series D preferred stock and common stock for liabilities settlement | ||||||||||||||||||||||||||||
| Issuance of Common stock in private placement | ||||||||||||||||||||||||||||
| Conversion of notes payable into Common Stock | ||||||||||||||||||||||||||||
| Conversion of Series D Preferred stock | ( | ) | ( | ) | ||||||||||||||||||||||||
| Offering costs | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Series A compensation expense | - | - | ||||||||||||||||||||||||||
| Issuance of Series D preferred stock through the settlement and conversion of Revenue Interest Purchase note payable | ||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| For the Six Months Ended June 30, 2025 and 2024 | ||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Series A compensation expense | - | - | ||||||||||||||||||||||||||
| Issuance of Common Stock for liabilities settlement | ||||||||||||||||||||||||||||
| Issuance of Common stock in private placement | ||||||||||||||||||||||||||||
| Issuance of Series D Preferred Stock for liabilities settlement | ||||||||||||||||||||||||||||
| Issuance of Common stock in connection with consulting and financing arrangement | ||||||||||||||||||||||||||||
| Conversion of Series D Preferred Stock into Common Stock | ( | ) | ( | ) | ||||||||||||||||||||||||
| Conversion of notes payable into Common Stock | ||||||||||||||||||||||||||||
| Offering costs | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Effect of reverse stock split round lot shares | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common Stock | Common Stock Amount | Preferred Stock | Preferred Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||||||||||||||||||
| Balance - December 31, 2023 | $ | | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Balance | $ | | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Series A compensation expense | - | - | ||||||||||||||||||||||||||
| Issuance of Series D preferred stock through the settlement and conversion of Revenue Interest Purchase note payable | ||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
See Notes to Financial Statements and Note 1 regarding non-reliance on financial statements.
| 5 |
AMERICAN REBEL HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| June 30, 2025 | June 30, 2024 | |||||||
| For the Six Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Depreciation and amortization | ||||||||
| Non-cash, in-kind interest settled | ||||||||
| (Gain) loss on disposition of property | ||||||||
| Deferred compensation in connection with Series A preferred shares | ||||||||
| Loss on debt extinguishment | ||||||||
| Loss on settlement of liability | ||||||||
| Settlement of revenue interest purchase note through issuance of preferred stock | ||||||||
| Adjustments to reconcile net loss to cash (used in) operating activities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expense and other | ( | ) | ||||||
| Inventory | ( | ) | ||||||
| Lease deposits and other | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Right-of-use lease liabilities | ( | ) | ||||||
| Net Cash (Used in) Operating Activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM INVESTING ACTIVITIES: | ||||||||
| Disposition of property and equipment | ( | ) | ( | ) | ||||
| Net Cash Provided by Investing Activities | ( | ) | ( | ) | ||||
| CASH FLOW FROM FINANCING ACTIVITIES: | ||||||||
| Offering costs | ( | ) | ||||||
| Proceeds from line of credit | ||||||||
| Proceeds from loans - officer - related party | ||||||||
| Proceeds from loans - director - related party | ||||||||
| Proceeds from working capital loans, net | ||||||||
| Repayments of working capital loans, net | ( | ) | ( | ) | ||||
| Origination fees | ( | ) | ||||||
| Proceeds of loans – officer - related party | ||||||||
| Payments on line of credit | ( | ) | ||||||
| Proceeds from issuance of Common stock | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ) | ||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | ||||||||
| RESTRICTED CASH AT END OF PERIOD | ||||||||
| TOTAL CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | ||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for: | ||||||||
| Interest | ||||||||
| Income taxes | ||||||||
See Notes to Financial Statements and Note 1 regarding non-reliance on financial information.
| 6 |
AMERICAN REBEL HOLDINGS, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2205
(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 six months ended June 30, 2024 in this filing; however, these figures have not been restated due to the undue burden it would place on the Company. The Company has not restated its Form 10-Q for the period ended June 30, 2024 due to the undue burden this would also have on the Company. The impact of any adjustments to the quarters ended March 31, 2024 and June 30, 2024 were included in the three months ended September 30, 2024 Form 10-Q. Accordingly, the accompanying consolidated statement of operations, the consolidated statement of stockholders’ equity/(deficit) for the three and six months ended June 30, 2024, the consolidated statement of cash flows for the six months ended June 30, 2024, and the accompanying notes for the three and six months ended June 30, 2024 should not be relied upon.
NOTE 2 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The
Company was incorporated on
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.
| 7 |
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 10). All significant intercompany accounts and transactions have been eliminated.
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.
| 8 |
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.
Revenue Recognition and Accounts Receivable
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, revenues are recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods and services. To achieve this core principle, we apply the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation.
These steps are met when an order is received, a price is agreed to, and the product is shipped or delivered to that customer. Additionally, the Company offers extended warranties for the locking mechanism of its safes, which are separately purchased by customers. Warranty income is recognized over time based on the estimated useful life of the locks, which approximates 10 years. Unrecognized warranty income is presented as deferred revenue in the accompanying consolidated financial statements. Warranty income recognized was not significant for the three and six months ended June 30, 2025 and 2024.
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 $
The following table sets forth the approximate percentage of revenue by primary category:
SCHEDULE OF REVENUE PERCENTAGE
| For
the Three Months Ended June 30, | For
the Six Months Ended June 30, | |||||||||||||||
| Percentage of revenue | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Safes | % | % | % | % | ||||||||||||
| Soft goods | % | % | % | % | ||||||||||||
| Beverages | % | % | % | % | ||||||||||||
| Total | % | % | % | % | ||||||||||||
Fair Value of Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 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.
| 9 |
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.
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.
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.
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||
| Shares used in computation of basic earnings per share for the year ended | ||||||||
| Pre-funded warrants | ||||||||
| Total denominator | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Fully diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| 10 |
Six
Months Ended | Six
Months Ended | |||||||
| Shares used in computation of basic earnings per share for the year ended | ||||||||
| Pre-funded warrants | ||||||||
| Total denominator | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Fully diluted loss per share | $ | ( | ) | $ | ( | ) | ||
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.
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 six months ended June 30, 2025 and 2024, respectively, 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 June
30, 2025 and December 31, 2024, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions
with
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.
| 11 |
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
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.
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 June 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 six months ended June 30, 2025 of ($
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.
| 12 |
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
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Tony Stewart racing prepaid | $ | $ | ||||||
| Barham Enterprises prepaid | ||||||||
| Charlotte Motors Speedway prepaid | ||||||||
| MZ Digital prepaid | ||||||||
| Other prepaids | ||||||||
| Total prepaid expense | $ | $ | ||||||
Prepaid expenses represent payments 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.
NOTE 5 – INVENTORY AND DEPOSITS
Inventory and deposits include the following:
SCHEDULE OF INVENTORY AND DEPOSITS
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Inventory – raw materials | $ | $ | ||||||
| Inventory – finished goods | ||||||||
| Less reserve for excess and obsolete inventory | ( | ) | ( | ) | ||||
| Total Inventory | $ | $ | ||||||
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
Included
in finished goods is approximately $
| 13 |
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment include the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Plant, property and equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Property and equipment gross | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Net property and equipment | $ | $ | ||||||
For
the three and six months ended June 30, 2025 and 2024, the Company recognized $
NOTE 7 – ACCRUED EXPENSE AND OTHER
Accrued expense and other includes the following:
SCHEDULE OF ACCOUNTS ACCRUED EXPENSE
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accrued officer bonus | $ | $ | ||||||
| Accrued liabilities - Champion | ||||||||
| Accrued liabilities - Beer | ||||||||
| Accrued officer compensation | ||||||||
| Tony Stewart Racing | ||||||||
| Other accrued expenses | ||||||||
| Total accrued expense and other | $ | $ | ||||||
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 8 – 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 $
Doug
E. Grau served as the Company’s President and Interim Principal Accounting Officer through June 30, 2025 (see Note 16). Compensation
for Mr. Grau was $
Corey
Lambrecht serves as the Company’s Chief Operating Officer. Compensation for Mr. Lambrecht was $
| 14 |
There
were no new stock awards granted and issued to Messrs. Ross, Grau and Lambrecht during 2025 and 2024. Additionally, the aforementioned
officers advanced the Company approximately $
Series A Convertible Preferred Stock
The Company, in connection with its employment agreements, as amended, reserved for the issuance of shares (on a post-split basis) of its common stock that are convertible under the Series A preferred stock conversion terms. The Series A preferred stock is convertible into 2 shares (on a post-split basis) of common stock for every one share of Series A 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 June 30, 2025 and 2024, the Company recognized $ and $ in compensation expense attributable to the share award grant and respective earn-out. For the six months ended June 30, 2025 and 2024, the Company recognized $ and $ in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 another shares of Series A preferred stock vested for Mr. Lambrecht, providing for a total of 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 June 30, 2025 and 2024, the Company recognized $ and $ in compensation expense attributable to the share award grant and respective earn-out. For the six months ended June 30, 2025 and 2024, the Company recognized $ and $ in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 an additional shares of Series A preferred stock vested for Mr. Ross, providing for a total of 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 (see Note 16). 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 (see Note 16) For the three months ended June 30, 2025 and 2024, the Company recognized $ and $ in compensation expense attributable to the share award grant and respective earn-out. For the six months ended June 30, 2025 and 2024, the Company recognized $ and $ in compensation expense attributable to the share award grant and respective earn-out. On January 1, 2025 an additional shares of Series A preferred stock vested for Mr. Grau, providing for a total of 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.
For the three and six months ended June 30, 2025, shares of Series A preferred stock were converted to 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.
| 15 |
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 $ and $ for the three months ended June 30, 2025 and 2024, respectively, and primarily relates to the aforementioned Series A preferred stock awards. Stock-based compensation expense totaled $ and $ for the six months ended June 30, 2025 and 2024, respectively, and primarily relates to the aforementioned Series A preferred stock awards.
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 $
NOTE 9 – LINE OF CREDIT – FINANCIAL INSTITUTION
During
February 2023, the Company entered into a $
SCHEDULE OF LINE OF CREDIT
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Line of credit from a financial institution. | $ | $ | ||||||
| Total recorded as a current liability | $ | $ | ||||||
The
balance at the maturity was approximately $
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 $
| ● | On the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; | |
| ● | The
Company made a principal payment in the amount of $ | |
| ● | Should
the Company fail to pay Bank of America all remaining unpaid principal, accrued interest,
fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement
and the Forbearance Agreement by close of business on June 30, 2025, the Company may, upon
an additional payment of $ |
| 16 |
NOTE 10 – NOTES PAYABLE – WORKING CAPITAL
The Company has several working capital loan agreements in place, which are described in detail below.
SCHEDULE OF WORKING CAPITAL
| June 30, 2025 | December 31, 2024 | |||||||
| Working capital loan agreement with a limited liability company domiciled in the state of Virginia. The working capital loan requires an initial payment of $ | ||||||||
| The Company has entered a number of working capital loan agreements structured as Revenue Interest Purchase Agreements (“revenue participation interest”, “RIP”). These working capital loans provided for a purchase of an ownership interest in the revenues of our Champion subsidiary. The revenue participation interest requires payments ranging from $ | ||||||||
| On November 11, 2024, the Company entered into a Purchase and Exchange Agreement among an investor (the “Purchaser”) and Altbanq Lending LLC (the “Seller”), pursuant to which the Purchaser agreed to purchase from the Seller a portion ($ | ||||||||
| Standard Merchant Cash Advance Agreement (the “Factoring Agreement”), with an accredited investor lending source (“Financier”). Under the Factoring Agreement, our wholly-owned subsidiary sold to Financier a specified percentage of its future receipts (as defined by the Factoring Agreement, which include any and future revenues of Champion Safe Company, Inc. (“Champion”), another wholly-owned subsidiary of the Company, and the Company) equal to $ | ||||||||
| Working Capital loan agreement with an accredited investor lending source and a subsidiary to that accredited investor lending source as collateral agent, which provides for a term loan in the amount of $ | ||||||||
| 17 |
| On September 4, 2024, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, 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 $ | ||||||||
| On August 8, 2024, 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 $ | ||||||||
| On August 27, 2024 through September 16, 2024, the Company entered into four loan advances with an investor. The principle of the advances ranged from $ | ||||||||
| On October 4, 2024, 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 $ | ||||||||
| On October 30, 2024, the Company entered into a Securities Purchase Agreement with Alumni Capital LP, a Delaware limited partnership (“the Lender”), pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ |
| 18 |
| On November 6, 2024, 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 $ | ||||||||
| On November 11, 2024, the Company entered into a twelve-month promissory note with an accredited investor (the “Lender”) in the principal amount of $ | ||||||||
| On December 13, 2024, the Company entered into a three-month promissory note with an accredited investor (the “Lender”) in the principal amount of $ | ||||||||
| On January 10, 2025, the Company entered into two six-month promissory notes with accredited investors (the “Lenders”) in the principal amounts of $ |
| 19 |
| On February 10, 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 $ | ||||||||
| On March 3, 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 $ | ||||||||
| On April 7, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | ||||||||
| On April 10, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, pursuant to which the Lender made a loan to the Company, evidenced by a promissory note in the principal amount of $ | ||||||||
| On May 27, 2025, the Company entered into five two year promissory notes with five accredited investors in the gross principal amount of $ | ||||||||
| On June 26, 2025, the “Company entered into a note purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC pursuant to which the Company issued and sold to the Lender a secured promissory note in the original principal amount of $ | ||||||||
| Less: note discount | ( | ) | ( | ) | ||||
| Total recorded as a current liability | $ | $ |
| 20 |
Accrued
interest was approximately $
For
the three and six months ended June 30, 2025, the Company recognized a net loss on debt extinguishment totaling $
SCHEDULE OF FAIR VALUE MEASUREMENT
| Description | Fair Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Common stock | $ | $ | $ | $ | ||||||||||||
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 11 – INTANGIBLE ASSETS
As
of June 30, 2025 and December 31, 2024, the Company had intangible assets, representing a trade name subject to amortization over a
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. impairment charge was recognized during the three and six months ended June 30, 2025 and 2024.
NOTE 12 – SHARE CAPITAL
The Company is authorized to issue shares of its $ par value common stock and shares of its $ par value preferred stock. The shares of $ par value preferred stock were comprised of shares authorized and shares issued and outstanding of its Series A convertible preferred stock at June 30, 2025 and December 31, 2024, shares authorized and shares issued and outstanding of its Series B convertible preferred stock at June 30, 2025 and December 31, 2024, shares authorized and shares issued and outstanding of its Series C convertible preferred stock at June 30, 2025 and December 31, 2024, and shares authorized and and shares issued and outstanding of its Series D convertible preferred stock at June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, there were and 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
October 2, 2024, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of | |
| ● | On
March 31, 2025, the Company effectuated a reverse split of its issued and outstanding shares of common stock at a ratio of |
Silverback Conversions
During
the six months ended June 30, 2025, the Company issued shares of common stock to Silverback Capital Corporation (“SCC”),
representing total accounts payable settlements of $
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.
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 $ to a high of $ during
the month. The Company recognized a significant loss on extinguishment of debt of $
Shares Issuances
On
January 10, 2025, the Company entered into two six-month promissory notes with accredited investors in the principal amounts of $
| 21 |
On January 10, 2025, the Company authorized the issuance of shares of common stock to a consultant pursuant to the terms of an amendment to a current consulting agreement.
On January 14, 2025, the Company authorized the issuance of 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 shares of common stock to an accredited investor upon the conversion of shares of Series D Convertible Preferred Stock.
On
February 10, 2025, the Company authorized the issuance of shares of common stock, valued at $
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 $
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 $
On
March 5, 2025, the Company authorized the issuance of shares of common stock to an accredited investor upon the conversion of $
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 $
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 $
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 $
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 $
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 $
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 $
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 $
| 22 |
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 $
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 $
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 $
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 $
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 $
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 $
On
April 2, 2025, SCC requested the issuance of shares of Common Stock to SCC, representing a payment of approximately $
On
April 2, 2025, SCC requested the issuance of shares of Common Stock to SCC, representing a payment of approximately $
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 $
On
April 3, 2025, SCC requested the issuance of shares of Common Stock to SCC, representing a payment of approximately $
On
April 4, 2025, SCC requested the issuance of shares of Common Stock to SCC, representing a payment of approximately $
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 $
| 23 |
On
April 4, 2025, the Company entered into a conversion agreement with a current noteholder, whereby the noteholder agreed to convert all
$
On
April 4, 2025, the Company entered into definitive agreements for the purchase and sale of an aggregate of shares of common stock
(or pre-funded warrant in lieu thereof), series A warrants to purchase up to
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 $
On April 8, 2025, Coventry Enterprises converted a portion of their debt into shares of common stock.
On April 9, 2025, Coventry Enterprises converted a portion of their debt into shares of common stock.
On April 9, 2025, Coventry Enterprises converted a portion of their debt into shares of common stock.
On April 9, 2025, 1800 Diagonal Lending converted a portion of their debt into shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into shares of common stock.
On April 10, 2025, the Company authorized the issuance of shares of common stock to an accredited investor upon the conversion of 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 $
On April 11, 2025, Coventry Enterprises converted a portion of their debt into shares of common stock.
On
April 13, 2025, the Company received a conversion notice from a current noteholder, whereby the noteholder converted all $
On April 14, 2025, the Company authorized the issuance of shares of common stock, valued at $ 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 shares of common stock, valued at $ per share, to a lender pursuant to the terms of a settlement and conversion agreement.
| 24 |
On April 14, 2025, Coventry Enterprises converted a portion of their debt into shares of common stock.
On
April 15, 2025, SCC requested the issuance of shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing
a payment of approximately $
On
April 16, 2025, SCC requested the issuance of shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing
a payment of approximately $
On
April 23, 2025, SCC requested the issuance of shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing
a payment of approximately $
On
April 24, 2025, SCC requested the issuance of shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing
a payment of approximately $
On
April 24, 2025, SCC requested the second issuance of shares of Common Stock to SCC pursuant to the Second Settlement Agreement,
representing a second payment of approximately $
On
April 25, 2025, SCC requested the issuance of shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing
a payment of approximately $
On
April 28, 2025, SCC requested the issuance of shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing
a payment of approximately $
On
May 6, 2025, SCC requested the issuance of shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing
a payment of approximately $
On May 6, 2025, 1800 Diagonal Lending converted a portion of their debt into shares of common stock.
On
May 30, 2025, a lender, pursuant to an OID Note dated November 11, 2024, converted $
Shares Reserved for Issuance Pursuant to Certain Executive Employment Agreements
The Company in connection with its employment agreement with Messrs. Ross, Grau and Lambrecht reserved for issuance shares of its common stock that are convertible under the Series A preferred stock.
LTIP Shares
On April 9, 2025, the Company registered an aggregate of shares of common stock pursuant to the 2021 Long-Term Incentive Plan and the 2025 Stock Incentive Plan.
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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 shares of Series D Preferred Stock, $ par value per share. The Series D Preferred Stock has the following rights:
Stated Value. Each share of Series D Preferred Stock has an initial stated value of $.
Conversion at 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 ( share of Series D Preferred Stock converts into 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.
Forced Conversion – If the closing price of the Company’s Common Stock during any ten consecutive trading day period has been at or above $ 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.
Voting Rights. 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 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 $ per share. Total
loan balance and premium payment for inducement for this Revenue Interest Loan on the date of settlement and conversion was $
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.
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 shares of Series D convertible preferred stock it held into shares of common stock, par value $ per share, of the Company. The shares of common stock underlying the Series D convertible preferred stock was reduced and repriced from $ per share to $ 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 six months ended June 30, 2025.
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NOTE 13 – 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 $
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 | June 30, 2025 | December 31, 2024 | ||||||||
| Operating leases: | ||||||||||
| Right-of-use lease assets | $ | $ | ||||||||
| Right-of-use lease liability, current | Other current liabilities | $ | $ | |||||||
| Right-of-use lease liability, long-term | Right-of-use operating lease liability | $ | $ | |||||||
As of June 30, 2025, weighted-average remaining lease term and discount rate were as follows:
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES
| June 30, 2025 | ||||
| Weighted Average Remaining Lease Term: | ||||
| Operating leases | ||||
| Weighted Average Discount Rate: | ||||
| Operating leases | % | |||
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 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total future minimum lease payments, undiscounted | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of future minimum lease payments | $ | |||
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NOTE 14 – COMMITMENTS AND CONTINGENCIES
Legal Proceedings
During the six months ended June 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.
Liberty Safe 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.
Bank of 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 $
| ● | On the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; | |
| ● | The
Company made a principal payment in the amount of $ | |
| ● | Should
the Company fail to pay Bank of America all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses
and other amounts owing under the Credit Agreement and the Forbearance Agreement by close of business on June 30, 2025, the Company
may, upon an additional payment of $ |
| ○ | Principal
balance: $ | ||
| ○ | Interest:
$ | ||
| ○ | Default
interest: $ |
Legal
fees: $
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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 June 30, 2025 and December 31, 2024 there were
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 $
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.
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 15 – 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.
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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 16 – SUBSEQUENT EVENTS
The Company evaluated all events that occurred after the balance sheet date of June 30, 2025, through the date the financial statements were issued and determined that there were the following subsequent events:
1800 Diagonal Note
On
July 7, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor (“1800”),
pursuant to which 1800 made a loan to the Company, evidenced by a promissory note in the principal amount of $
Boot Capital Note
On
July 7, 2025, the Company entered into a Securities Purchase Agreement with Boot Capital LLC, an accredited investor (“Boot”),
pursuant to which Boot made a loan to the Company, evidenced by a promissory note in the principal amount of $
Sale of Unregistered Securities
On
June 30, 2025, a lender, pursuant to an OID Note dated December 13, 2024, converted $
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Departure and Appointment of Interim Principal Accounting Officer
July 1, 2025, Doug Grau stepped down from his roles as President and Interim Principal Accounting Officer of the Company. His resignation was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. Mr. Grau will continue to work with the Company, as President of a new to be formed wholly-owned subsidiary, American Rebel Productions, LLC. Effective July 1, 2025, the Company appointed Darin Fielding, chief financial officer of the Company’s Champion Safe subsidiary, as Principal Accounting Officer. Mr. Fielding’s appointment reflects the planned leadership transition. Also effective July 1, 2025, Corey Lambrecht, the Company’s current Chief Operating Officer and a Director, assumed the additional role of President.
Series A Conversion
On August 1, 2025, Corey Lambrecht converted shares of Series A preferred stock into shares of common stock. Additionally, on August 1, 2025, Andy Ross converted shares of Series A preferred stock into shares of common stock.
Series D Conversion
On August 11, 2025, shares of Series D preferred stock were converted into shares of common stock.
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 ability to maintain compliance with the continued listing standards of Nasdaq; | |
| ● | the effect of new tariffs on our business and financial condition; | |
| ● | we consummated the purchase of our safe manufacturer and sales organizations, and future acquisitions and operations of new manufacturing facilities and/or sales organizations might prove unsuccessful and could fail; | |
| ● | risk that we will not be able to remediate identified material weaknesses in our internal control over financial reporting and disclosure controls and procedures; | |
| ● | our failure to timely file certain periodic reports with the SEC and our prior restatements have had, and may in the future have further, material adverse consequences to our business, our financial condition, results of operations and our cash flows; | |
| ● | our success depends on our ability to introduce new products that track customer preferences; | |
| ● | if we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights; | |
| ● | as a significant portion of our revenues are derived by demand for our safes and the personal security products for firearms storage, we depend on the availability and regulation of ammunition and firearm storage; | |
| ● | as we continue to integrate the purchase of our safe manufacturer and sales organization, any compromised operational capacity may affect our ability to meet the demand for our safes, which in turn may affect our generation of revenue; | |
| ● | shortages of components and materials, as well as supply chain disruptions, may delay or reduce our sales and increase our costs, thereby harming our results of operations; | |
| ● | we do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs; | |
| ● | our inability to effectively meet our short- and long-term obligations; | |
| ● | given our limited corporate history, it is difficult to evaluate our business and future prospects, and increases the risks associated with an investment in our securities; | |
| ● | our inability to raise additional financing for working capital; | |
| ● | our ability to generate sufficient revenue in our targeted markets to support operations; | |
| ● | significant dilution resulting from our financing activities; | |
| ● | the actions and initiatives taken by both current and potential competitors; | |
| ● | our ability to diversify our operations; | |
| ● | the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; | |
| ● | changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; | |
| ● | the deterioration in general of global economic, market and political conditions; | |
| ● | the inability to efficiently manage our operations; | |
| ● | the inability to achieve future operating results; | |
| ● | the unavailability of funds for capital expenditures; | |
| ● | the inability of management to effectively implement our strategies and business plans; and | |
| ● | the 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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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s Discussion and Analysis should be read along with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). As described in Note 1 to the Financial Statements, we have included the comparative three and six months ended June 30, 2024 in this filing; however, these figures have not been restated due to the undue burden it would place on us. Additionally, we have not restated our Form 10-Q for the period ended June 30, 2024 due to the undue burden this would also have on us. The impact of any adjustments to the quarter ended June 30, 2024 have been included in the three months ended September 30, 2024. Accordingly, the accompanying consolidated statement of operations and the consolidated statement of stockholders’ equity/(deficit) for the three and six months ended June 30, 2024 and the consolidated statement of cash flows for the six months ended June 30, 2024, and the accompanying notes for the three and six months ended June 30, 2024, including references thereon within Management’s Discussion and Analysis, should not be relied upon.
Apart from the matter above, 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.
Description of 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.
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.
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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.
American Rebel Safes
Keeping your guns in a location only appropriate trusted members of the household can access should be one of the 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.
American Rebel produces large floor safes in a variety of sizes as well as small portable keyed safes. Additional opportunities exist for us to develop Wall Safes and Handgun Boxes.
Reasons gun owners should own a gun safe:
| ● | If 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 from children. This will prevent your children from getting the gun and hurting themselves or someone else. | |
| ● | Some states have a law in place that require you to keep your gun locked away when it is not in use, even if you don’t have children in your home. California has a law that requires you to have your gun locked in a firearms safety device that is considered safe by the California Department of Justice (DOJ). When you buy a safe, you should see if it has approval from the California DOJ. | |
| ● | Many gun owners own more guns than insurance will cover. Many insurance companies only cover $3,000 worth of guns. Are your weapons worth more? If so, you should invest in a gun safe to make sure your guns are protected from fire, water, and thieves. | |
| ● | Many insurance companies may give you a discount if you own a gun safe. If you own a gun safe or you purchase one, you should see if your insurance company is one that offers a discount for this. A safe can protect your guns and possibly save you money. | |
| ● | Do people know you own guns? You might not know that many burglaries are carried out by people they know. | |
| ● | If a person you know breaks into your home, steals your gun, and murders someone, you could be charged with a crime you didn’t commit, or the victim’s family could sue you. | |
| ● | Gun safes can protect your guns in the event your home goes up in flames. When buying a safe, you should see if it will protect your firearm or any other valuables from fire damage. | |
| ● | You might be the type of person that has a gun in your home for protection. A gun locked in a safe can still offer you protection. There are quick access gun safes on the market. With a quick access gun safe, you can still retrieve your gun in a few seconds, but when it is not needed, it will be protected. |
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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. Even a figure as staunchly pro-gun as Texas’s Republican lieutenant governor, Dan Patrick, called on gun-owning parents to lock up their weapons after the Santa Fe shooting. The gun safe industry is experiencing rapid growth and innovation. Andy Ross and the rest of the American Rebel team are committed to fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes.
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 workmanship, are constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and reinforced door edges. Each of these safes provide up to 75 minutes of fire protection at 1200 degrees Fahrenheit. Our safes offer a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the interior may have shelves and the other side set up to accommodate long guns. There are optional additions such as Rifle Rod Kits and Handgun Hangers to increase the storage capacity of the safe. These large safes offer greater capacity for secure storage and protection, and our safes are designed to prevent unauthorized access, including in the event of an attempted theft, natural disaster or fire. We believe that a large, highly visible safe acts as a deterrent to any prospective thief. |
| ii. | Personal Safes – the safes in our compact safe collection are easy to operate and carry as they fit into briefcases, desks or under vehicle seats. These personal safes meet Transportation Security Administration (“TSA”) airline firearm guidelines and fit comfortably in luggage when required by travel regulations. | |
| 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, higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders. Whether it’s in the context of a safe room, a shelter, or a place to consolidate valuables, our American Rebel in- and out-swinging vault doors provide maximum functionality to facilitate a secure vault room. American Rebel vault doors are constructed of 4 ½” double steel plate thickness, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire protection. Active boltworks, which is the locking mechanism that bolts the safe door closed so that it cannot be pried open and 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 is used for a panic or safe room, a quick release lever is installed inside the door. | |
| iv. | Dispensary Safes - our HG-INV Inventory Safe, a safe tailor-made for the cannabis community, provides cannabis and horticultural plant home growers a reliable and safe solution to protect their inventory. Designed with medical marijuana or recreational cannabis dispensaries in mind and increasing governmental and insurance industry regulation to lock inventory after hours, we believe our HG-INV Inventory Safe delivers a high-level user experience. |
Upcoming Product Offerings
To further complement our diverse product offerings, we intend to introduce additional products throughout 2025.
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Below is a summary of potential upcoming product offerings:
i. Biometrics Safes – we intend to introduce a line of handgun boxes with biometrics, Wi-Fi and Bluetooth technologies. These Biometric Safes have been designed, engineered and are ready for production.
ii. 2A Lockers – we have developed a unique steel lockbox with a 5-point locking mechanism to provide a secure place to lock up ammunition and other items that may not require the safety and security of a safe, but prevents unauthorized access. We believe there is a strong market for this product that is priced between $349 - $449 depending on the model.
iii. 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.
iv. 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
Recent Developments
Establishment of 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.
Expansion into New Business Categories
Expanding Scope 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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Results of Operations
From inception through June 30, 2025, we have generated an accumulated deficit of $88,663,449. 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.
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
| For the Three Months Ended | ||||||||||||||||
| June 30, 2025 | June 30, 2024 | $ Change | % Change | |||||||||||||
| Revenue | $ | 2,842,596 | $ | 3,255,393 | (412,797 | ) | -13 | % | ||||||||
| Cost of goods sold | 2,873,969 | 3,224,738 | (350,769 | ) | -11 | % | ||||||||||
| Gross margin | (31,373 | ) | 30,655 | (62,028 | ) | -202 | % | |||||||||
| Expenses: | ||||||||||||||||
| Consulting/payroll and other costs | 973,753 | 445,166 | 528,587 | 119 | % | |||||||||||
| Compensation expense – officers – related party | - | 212,500 | (212,500 | ) | -100 | % | ||||||||||
| Compensation expense – officers – deferred comp – related party | 164,063 | 1,344,125 | (1,180,062 | ) | -88 | % | ||||||||||
| Rental expense, warehousing, outlet expense | 48,253 | 80,515 | (32,262 | ) | -40 | % | ||||||||||
| Product development costs | 648,357 | 337,771 | 310,586 | 92 | % | |||||||||||
| Marketing and brand development costs | 970,806 | 299,655 | 671,151 | 224 | % | |||||||||||
| Administrative and other | 1,324,575 | 1,228,163 | 96,412 | 8 | % | |||||||||||
| Depreciation and amortization expense | 37,100 | 30,681 | 6,419 | 21 | % | |||||||||||
| Total operating expenses | 4,166,907 | 3,978,576 | 188,331 | 5 | % | |||||||||||
| Operating income (loss) | (4,198,280 | ) | (3,947,921 | ) | (250,359 | ) | 6 | % | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | (430,183 | ) | (1,055,282 | ) | 625,099 | -59 | % | |||||||||
| Interest income | 855 | 199 | 656 | 330 | % | |||||||||||
| Gain/(loss) on sale of equipment | - | - | - | 0 | % | |||||||||||
| Other income | - | - | - | 0 | % | |||||||||||
| Loss on debt extinguishment | (11,817,991 | ) | (250,000 | ) | (11,567,991 | ) | 4,627 | % | ||||||||
| Loss on settlement of liability | (1,692,144 | ) | - | (1,692,144 | ) | 100 | % | |||||||||
| Net income (loss) before income tax provision | (18,137,743 | ) | (5,253,004 | ) | (12,884,739 | ) | 245 | % | ||||||||
| Provision for income tax | - | 0 | % | |||||||||||||
| Net income (loss) | $ | (18,137,743 | ) | $ | (5,253,004 | ) | (12,884,739 | ) | 245 | % | ||||||
| Basic and diluted income (loss) per share | $ | (5.34 | ) | $ | (201.01 | ) | ||||||||||
| Weighted average common shares outstanding - basic and diluted | 3,398,854 | 26,133 | ||||||||||||||
Revenue (‘Sales’) and cost of goods sold (‘Cost of Sales’)
For the three months ended June 30, 2025, we reported Revenues of $2,842,596 compared to Revenues of $3,255,393 for the three months ended June 30, 2024. The decrease in Revenues of $412,797 (or (13%) period over period) for the current period compared to the three months ended June 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the three months ended June 30, 2025, we reported Cost of Goods Sold of $2,873,969 compared to Cost of Goods Sold of $3,224,738 for the three months ended June 30, 2024. The decrease in Cost of Goods Sold of $350,769 (or (11%) period over period) for the current period is primarily attributable to the decrease in revenue. For the three months ended June 30, 2025, we reported Gross Margin of $(31,373), compared to Gross Margin of $30,655 for the three months ended June 30, 2024. The decrease in Gross Margin of $62,028 (or (202%) period over period) for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the three months ended June 30, 2025 was (1)% compared to 1% for the three months ended June 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.
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Operating Expenses
Total operating expenses for the three months ended June 30, 2025 were $4,166,907 compared to $3,978,576 for the three months ended June 30, 2024 as further described below. Overall, we experienced a $188,331 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 three months ended June 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $1,137,816 compared to consulting/payroll and other costs (along with officer compensation) of $2,001,791 for the three months ended June 30, 2024. The decrease in consulting/payroll and other costs of $(863,975) 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. The Company expects to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.
For the three months ended June 30, 2025, we incurred rental expense, warehousing, outlet expense of $48,253, compared to rental expense, warehousing, outlet expense of $80,515 for the three months ended June 30, 2024. The decrease in rental expense, warehousing, outlet expense of $32,262 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 June 30, 2025, we incurred product development expenses of $648,357 compared to product development expenses of $337,771 for the three months ended June 30, 2024. The increase in product development expenses of $310,586 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 June 30, 2025, we incurred marketing and brand development expenses of $970,806 compared to marketing and brand development expenses of $299,655 for the three months ended June 30, 2024. The increase in marketing and brand development expenses of $671,151 (or 224% 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 three months ended June 30, 2025, we incurred administrative and other expense of $1,324,575 compared to administrative and other expense of $1,228,163 for the three months ended June 30, 2024. The increase in administrative and other expense of $96,412 (or 8% period over period) relates directly to increased professional fees including accounting and legal fees.
For the three months ended June 30, 2025, we incurred depreciation and amortization expense of $37,100 compared to depreciation and amortization expense of $30,681 for the three months ended June 30, 2025. The increase primarily relates to amortization related to intangible assets.
Other income and expenses
For the three months ended June 30, 2025, we incurred interest expense of $430,183 compared to interest expense of $1,055,282 for the three months ended June 30, 2024. The decrease in interest expense of $625,099 is due to a significant number of notes we have entered into and subsequently converted or modified.
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For the three months ended June 30, 2025, we incurred a loss on debt extinguishment of $11,817,991 and loss on settlement of liability of $1,692,144. This is due to the conversion of debt into equity, which was not present during the three months ended June 30, 2024.
Net Loss
Net loss for the three months ended June 30, 2025 amounted to $18,137,743, resulting in a loss per share of $(5.34), compared to a net loss of $5,253,004 for the three months ended June 30, 2024, resulting in a loss per share of $(201.01) (adjusted for various reverse stock splits). The increase in the net loss for the three months ended June 30, 2025 compared to the three months ended June 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 the significant loss on debt extinguishment as mentioned above.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
| For the Six Months Ended | ||||||||||||||||
| June 30, 2025 | June 30, 2024 | $ Change | % Change | |||||||||||||
| Revenue | $ | 5,353,920 | $ | 7,299,230 | (1,945,310 | ) | -27 | % | ||||||||
| Cost of goods sold | 5,096,240 | 6,427,252 | (1,331,012 | ) | -21 | % | ||||||||||
| Gross margin | 257,680 | 871,978 | (614,298 | ) | -70 | % | ||||||||||
| Expenses: | ||||||||||||||||
| Consulting/payroll and other costs | 1,712,730 | 997,079 | 715,651 | 72 | % | |||||||||||
| Compensation expense – officers – related party | - | 425,000 | (425,000 | ) | -100 | % | ||||||||||
| Compensation expense – officers – deferred comp – related party | 328,126 | 2,478,125 | (2,149,999 | ) | -87 | % | ||||||||||
| Rental expense, warehousing, outlet expense | 105,366 | 232,181 | (126,815 | ) | -55 | % | ||||||||||
| Product development costs | 741,824 | 436,400 | 305,424 | 70 | % | |||||||||||
| Marketing and brand development costs | 1,666,297 | 564,710 | 1,101,587 | 195 | % | |||||||||||
| Administrative and other | 2,795,160 | 1,908,677 | 886,483 | 46 | % | |||||||||||
| Depreciation and amortization expense | 72,875 | 54,996 | 17,879 | 33 | % | |||||||||||
| Total operating expenses | 7,422,378 | 7,097,168 | 325,210 | 5 | % | |||||||||||
| Operating income (loss) | (7,164,698 | ) | (6,225,190 | ) | (939,508 | ) | 15 | % | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Interest expense | (1,154,126 | ) | (1,479,141 | ) | 325,015 | -22 | % | |||||||||
| Interest income | 1,119 | 711 | 408 | 57 | % | |||||||||||
| Gain/(loss) on sale of equipment | - | (662 | ) | 662 | -100 | % | ||||||||||
| Other income | 18,000 | - | 18,000 | 100 | % | |||||||||||
| Loss on debt extinguishment | (12,317,785 | ) | (250,000 | ) | (12,067,785 | ) | 4,827 | % | ||||||||
| Loss on settlement of liability | (2,579,509 | ) | - | (2,579,509 | ) | 100 | % | |||||||||
| Net income (loss) before income tax provision | (23,196,999 | ) | (7,954,282 | ) | (15,242,717 | ) | 192 | % | ||||||||
| Provision for income tax | - | - | - | 0 | % | |||||||||||
| Net income (loss) | $ | (23,196,999 | ) | $ | (7,954,282 | ) | (15,242,717 | ) | 192 | % | ||||||
| Basic and diluted income (loss) per share | $ | (7.15 | ) | $ | (304.38 | ) | ||||||||||
| Weighted average common shares outstanding - basic and diluted | 3,244,240 | 26,133 | ||||||||||||||
Revenue (‘Sales’) and cost of goods sold (‘Cost of Sales’)
For the six months ended June 30, 2025, we reported Revenues of $5,353,920 compared to Revenues of $7,299,230 for the six months ended June 30, 2024. The decrease in Revenues of $1,945,310 (or (27%) period over period) for the current period compared to the six months ended June 30, 2024 is attributable to slower sales for 2025 and current market conditions. For the six months ended June 30, 2025, we reported Cost of Goods Sold of $5,096,240 compared to Cost of Goods Sold of $6,427,252 for the six months ended June 30, 2024. The decrease in Cost of Goods Sold of $1,331,012 (or (21%) period over period) for the current period is primarily attributable to the decrease in revenue. For the six months ended June 30, 2025, we reported Gross Margin of $257,680, compared to Gross Margin of $871,978 for the six months ended June 30, 2024. The decrease in Gross Margin of $614,298 (or (70%) period over period) for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 is again due a decrease in sales and increased costs of goods sold. Gross Margin percentage for the six months ended June 30, 2025 was 5% compared to 12% for the six months ended June 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.
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Operating Expenses
Total operating expenses for the six months ended June 30, 2025 were $7,422,378 compared to $7,097,168 for the six months ended June 30, 2024 as further described below. Overall, we experienced a $325,210 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 six months ended June 30, 2025, we incurred consulting/payroll and other costs (along with officer compensation) of $2,040,856 compared to consulting/payroll and other costs (along with officer compensation) of $3,900,204 for the six months ended June 30, 2024. The decrease in consulting/payroll and other costs of $(1,859,348) 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. The Company expects to try and maintain its consulting/payroll and other costs as we endeavor to further expand our sales volume.
For the six months ended June 30, 2025, we incurred rental expense, warehousing, outlet expense of $105,366, compared to rental expense, warehousing, outlet expense of $232,181 for the six months ended June 30, 2024. The decrease in rental expense, warehousing, outlet expense of $126,815 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 six months ended June 30, 2025, we incurred product development expenses of $741,824 compared to product development expenses of $436,400 for the six months ended June 30, 2024. The increase in product development expenses of $305,424 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 six months ended June 30, 2025, we incurred marketing and brand development expenses of $1,666,297 compared to marketing and brand development expenses of $564,710 for the six months ended June 30, 2024. The increase in marketing and brand development expenses of $1,101,587 (or 195% 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 six months ended June 30, 2025, we incurred administrative and other expense of $2,795,160 compared to administrative and other expense of $1,908,677 for the six months ended June 30, 2024. The increase in administrative and other expense of $886,483 (or 46% period over period) relates directly to increased professional fees including accounting and legal fees.
For the six months ended June 30, 2025, we incurred depreciation and amortization expense of $72,875 compared to depreciation and amortization expense of $54,996 for the three months ended June 30, 2025. The increase primarily relates to amortization related to intangible assets.
Other income and expenses
For the six months ended June 30, 2025, we incurred interest expense of $1,154,126 compared to interest expense of $1,479,141 for the six months ended June 30, 2024. Interest expense remained relatively consistent period over period due to the significant number of debt arrangements we had outstanding under both periods.
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For the six months ended June 30, 2025, we incurred a loss on debt extinguishment of $12,317,785 and loss on settlement of liability of $2,579,509 compared to a loss on extinguishment of debt of $250,000 for the six months ended June 30, 2024. This is due to several additional conversions of debt into equity during the six months ended June 30, 2025.
Net Loss
Net loss for the six months ended June 30, 2025 amounted to $23,196,999, resulting in a loss per share of $(7.15), compared to a net loss of $7,954,282 for the six months ended June 30, 2024, resulting in a loss per share of $(304.38) (adjusted for various reverse stock splits). The increase in the net loss for the six months ended June 30, 2025 compared to the six months ended June 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.
Liquidity and 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 $4,302,288 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 $(4,637,940) at June 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.
During the six months ended June 30, 2025, we reduced anticipated cash outflows of $25.3 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.
Promissory Notes – Working Capital
Over the past twelve months, we entered into various working capital notes with a total balance of $6,860,490 as of June 30, 2025. The promissory notes have various terms – refer to Note 8 of our consolidated financial statements for the specific terms of each promissory note.
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Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Management has determined that the Company has no critical accounting estimates.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of 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.
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 June 30, 2025, the end of the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the period ended June 30, 2025 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
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Part II: Other Information
Item 1 - Legal Proceedings
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.
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 the sooner to occur of (i) June 30, 2025 or (ii) the termination of the Forbearance Period in accordance with the Termination of Forbearance Period Section of the Forbearance Agreement, all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement shall be due and payable in full; | |
| ● | The Company made a principal payment in the amount of $100,000 on the execution of the Forbearance Agreement; and | |
| ● | Should the Company fail to pay Bank of America all remaining unpaid principal, accrued interest, fees, attorneys’ fees, and expenses and other amounts owing under the Credit Agreement and the Forbearance Agreement by close of business on June 30, 2025, the Company may, upon an additional payment of $100,000 to Bank of America by close of business on July 1, 2025, extend the Forbearance Period for an additional 30 days through and including July 31, 2025. |
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.
Item 1a – 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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Item 2 - Unregistered Sales of Equity Securities
On April 2, 2025, SCC requested the issuance of 34,000 shares of Common Stock to SCC, representing a payment of approximately $28,050.
On April 2, 2025, SCC requested the issuance of 35,000 shares of Common Stock to SCC, representing a payment of approximately $28,875.
On April 2, 2025, the Company entered into a second Settlement Agreement and Stipulation (the “ Second Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC. Pursuant to the Settlement Agreement, SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $4,690,773.09 (the “Payables”) and will exchange such Payables for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”). The Settlement Shares shall be priced at 75% of the average of the three lowest traded prices during the five trading day period prior to a share request, which is subject to a floor price of $2.92. The Company agreed to issue SCC 2,800 shares of Common Stock as a settlement fee.
On April 3, 2025, SCC requested the issuance of 36,000 shares of Common Stock to SCC, representing a payment of approximately $29,700.
On April 4, 2025, SCC requested the issuance of 31,956 shares of Common Stock to SCC, representing a payment of approximately $26,363.70.
On April 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a twenty-third closing notice for the exchange of $72,500 of assigned note portion for 87,879 shares of the Company’s common stock. The shares 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 100,763 shares of the Company’s common stock.
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.
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On April 4, 2025, the Company entered into definitive agreements for the purchase and sale of an aggregate of 724,640 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 724,640 shares of common stock and short-term series B warrants to purchase up to 2,173,920 shares of common stock at a purchase price of $3.45 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants in a private placement priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants will have an exercise price of $2.95 per share and will be exercisable immediately upon issuance. The series A warrants will expire five years from the date of issuance and the short-term series B warrants will expire eighteen months from the date issuance. The private placement 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 72,727 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 50,891 shares of the Company’s common stock.
On April 8, 2025, Coventry Enterprises converted a portion of their debt into 20,000 shares of common stock.
On April 9, 2025, Coventry Enterprises converted a portion of their debt into 27,000 shares of common stock.
On April 9, 2025, Coventry Enterprises converted a portion of their debt into 49,083 shares of common stock.
On April 9, 2025, 1800 Diagonal Lending converted a portion of their debt into 49,083 shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 61,000 shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 20,000 shares of common stock.
On April 10, 2025, Coventry Enterprises converted a portion of their debt into 25,000 shares of common stock.
On April 10, 2025, the Company authorized the issuance of 50,050 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 $66,022.56 of assigned note portion for 31,552 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 $26,191.62 of assigned note portion for 12,514 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 96,000 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 82,437 shares of common stock, valued at $5.58 per share, to a financier pursuant to the terms of a settlement and conversion agreement.
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On April 14, 2025, the Company authorized the issuance of 72,581 shares of common stock, valued at $5.58 per share, to a lender pursuant to the terms of a settlement and conversion agreement.
On April 14, 2025, Coventry Enterprises converted a portion of their debt into 95,000 shares of common stock.
On April 15, 2025, SCC requested the issuance of 25,200 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $105,651, plus 2,800 shares of Common Stock as a settlement fee (a total of 28,000 shares of Common Stock).
On April 16, 2025, SCC requested the issuance of 93,000 shares of Common Stock to SCC pursuant to the Second Settlement Agreement, representing a payment of approximately $406,014.75.
On April 23, 2025, SCC requested the issuance of 95,000 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 200,000 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 200,000 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 220,000 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 240,000 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 245,000 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 38,666 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 100,000 shares of the Company’s common stock. Further, on June 3, 3025, the lender converted the remaining $214,487.26 balance of the OID Note, including interest, into 184,934 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 11,790 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 159,994 shares of the Company’s common stock.
Subsequent Issuances after Quarter-End
On July 12, 2025, a holder of 60,000 shares of Series D Preferred Stock converted such shares into 300,000 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 175,0000 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, 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 $1.50.
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 $1.50.
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.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the quarter ended June 30, 2025.
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Item 3 – Defaults upon Senior Securities
Bank of America Forbearance Agreement
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”).
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 Balance | $ | 1,642,129.00 | |||
| 2. | Interest | $ | 58,403.91 | |||
| 3. | Default Interest | $ | 94,352.56 | |||
| 4. | Legal Fees | $ | 28,046.95 (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.
Champion and the Company continue to work with the Bank towards an amicable resolution to this matter.
The foregoing description of the Forbearance Agreement does not purport to be complete and is subject to, and qualified, in its entirety by, the full text of the Forbearance Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 10, 2025.
Other Debts
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 ($88,633,450) as of June 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.
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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.
Item 4 – Mine Safety Disclosures
Not applicable.
Item 5 – 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.
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.
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Item 6 – Exhibits
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# 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.
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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: August 12, 2025
| AMERICAN REBEL HOLDINGS, INC. | ||||
| (Registrant) | ||||
| By: | /s/ Charles A. Ross, Jr. | By: | /s/ Darin Fielding | |
| Charles A. Ross, Jr., CEO | Darin Fielding | |||
| (Principal Executive Officer) | President (Interim Principal Accounting Officer) | |||
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Exhibit 10.80
THIS NOTE AND THE SHARES POTENTIALLY ISSUABLE IN THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES POTENTIALLY ISSUABLE IN THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMERICAN REBEL HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
OID NOTE
| Issuance Date: July 31, 2025 | Gross Principal Amount: $500,000 |
FOR VALUE RECEIVED, AMERICAN REBEL HOLDINGS, INC., a Nevada corporation (the “Borrower”), hereby promises to pay to the Horberg Enterprises LP (the “Holder”) or its registered assigns or successors in interest, on order, the sum of Five Hundred Dollars ($500,000.00) (the “Principal Amount”), which includes the original issue discount set forth in Section 10 below and guaranteed interest set forth in Section 1 below, on July 31, 2027 (the “Maturity Date”) if not sooner paid.
The following terms shall apply to this Note:
1. Interest Rate. The Principal Amount outstanding under this Note shall bear interest at a rate equal to 7.5% per annum (the “Interest Rate”). Interest on the Principal Amount shall be equal to no less than Seventy-Five Thousand Dollars ($75,000.00).
2. Balloon Payment. The outstanding Principal Amount, subject to adjustment and Holder’s right of conversion, upon mutual agreement between Borrower and Holder, shall be paid in one lump sum of Five Hundred Dollars ($500,000.00) on or before the Maturity Date. The Borrower shall have a thirty (30) day grace period with respect to Maturity Date payment. Payment shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default, subject to the cure period set forth above.
3. Monitoring Fee Payment. On the 150th day after the Issuance Date, the Borrower shall pay the Holder a monitoring fee of Ten Thousand Dollars ($10,000.00) (the “Monitoring Fee”). The Borrower shall have a thirty (30) day grace period with respect to Monitoring Fee payment. Payment shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered a Minor Default, subject to the cure period set forth above.
4. Prepayment Option; Borrower Redemption of Principal Amount. At any time following the 150th day after the Issuance Date, upon five (5) business days’ written notice to Holder, the Borrower may redeem the outstanding Principal Amount, in whole or in part, by paying the Holder an amount equal to one hundred thirty-five percent (135%) of the Principal Amount being redeemed, together with all other accrued sums payable pursuant to this Note.
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5. Issuance of Replacement Note. Upon any partial repayment of this Note, a replacement Note containing the same date and provisions of this Note shall, at the written request of the Holder, be issued by the Borrower to the Holder for the outstanding Principal Amount of this Note and accrued Interest which shall not have been paid.
6. Conversion of Note only upon Mutual Agreement. At any time after the 180th day of the Issuance Date, the Holder and Borrower may mutually agree to allow Holder the ability to convert all or any part of the outstanding and unpaid amount of this Note (subject to a minimum conversion amount of $50,000.00) into fully paid and non-assessable shares of the Borrower’s Series D Convertible Preferred Stock (the “Preferred Stock”), as such Preferred Stock exists on the Issuance Date, or any shares of capital stock or other securities of the Borrower into which such Preferred Stock shall hereafter be changed or reclassified at the Conversion Price as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be able to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Preferred or Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Preferred Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Preferred Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price on the date specified in the notice of conversion, in the form attached hereto as Exhibit B (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 5(c) below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, any amounts owed to the Holder pursuant to Section 5(c) hereof. Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth herein, if the Borrower has not obtained Stockholder Approval, the Borrower shall not issue a number of shares of Common Stock under this Agreement, which when aggregated with all other securities that are required to be aggregated for purposes of Rule 5635(d), would exceed 19.99% of the shares of Common Stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion Limitation”). For purposes of this section, “Stockholder Approval” means such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the stockholders of the Borrower with respect to the issuance of the shares under this Agreement that, when taken together with any other securities that are required to be aggregated with the issuance of the shares issued under this Agreement for purposes of Rule 5635(d) of the Nasdaq Stock Market LLC (“Rule 5635(d)”), would exceed 19.99% of the issued and outstanding common stock as of the date of definitive agreement with respect to the first of such aggregated transactions. “Principal Market” means the Exchanges, the quotation platforms maintained by the OTC Markets Group or an equivalent replacement exchange, and all rules and regulations relating to such exchange. Upon the occurrence of an Event of Default pursuant to Section 6 hereof, the Conversion Limitation shall no longer apply to limit the issuance of shares in conversion of this Note.
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(a) Conversion Price. The Conversion Price shall mean $7.50 per share.
(b) Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Preferred and Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Preferred Stock upon the full conversion of this Note, whether by mutual agreement between the Holder and the Borrower or upon an Event of Default, and the subsequent conversion of such Preferred Stock to Common Stock. The Borrower is required at all times to have authorized and reserved no less than three times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note, 200,000 shares of Preferred Stock and 1,000,000 shares of Common Stock such shares are convertible into) (the “Reserved Amount”). The Reserved Amount shall be increased (or decreased), at the sole option of the Borrower, from time to time (and in the case of each payment received by the Holder hereunder) in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Preferred Stock into which this Note shall be convertible at the Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Preferred Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of the Preferred Stock, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Preferred Stock, and the shares of Common Stock issuable upon conversion of the Preferred Stock, in accordance with the terms and conditions of this Note.
(c) Method of Conversion.
(i) Mechanics of Conversion. As set forth in Section 6 hereof, at any time following the 180th day after Issuance Date or within the redemption notice period set forth in Section 4 hereof, upon the mutual agreement of the Holder and the Borrower, the balance due pursuant to this Note may be converted by the Holder in whole or in part by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 6(c)(ii), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).
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(ii) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.
(iii) Delivery of Preferred Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 5(c), the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Preferred Stock issuable upon such conversion within three (3) business days after such receipt subject to the terms hereof and applicable rules of the Principal Market (as defined hereinbelow) (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Preferred Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Preferred Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Preferred Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.
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(iv) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Preferred Stock issuable upon conversion, or the shares of Common Stock issuable upon conversion of Preferred Stock, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Preferred Stock issuable upon conversion, or the shares of Common Stock issuable upon conversion of Preferred Stock, to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.
(v) Failure to Deliver Preferred Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, is not delivered by the Deadline due to willful and purposeful action and/or inaction of the Borrower, the Borrower shall pay to the Holder $200 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Preferred Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Preferred Stock. Such cash amount shall be paid to Holder by the fifteenth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Preferred Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 5(c)(v) are justified.
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(vi) Conversion Terms Upon Minor Default, Event of Default or Mutual Settlement. At any time following the one hundred eighty (180) day period after the Issuance Date, and upon the occurrence of (i) an uncured Minor Default, (ii) an Event of Default, or (iii) a mutually agreed settlement between the Borrower and the Holder, the Holder may elect to convert outstanding amounts due under this Note directly into shares of the Borrower’s Common Stock, in lieu of Preferred Stock. Such conversion shall be governed by the following terms:
| a. | Minimum Conversion Amount. Each conversion shall be in increments of no less than Fifty Thousand Dollars ($50,000) in principal; |
| b. | Beneficial Ownership Cap: The aggregate amount converted shall not exceed the Beneficial Ownership Limitation of 4.99% of the Borrower’s outstanding Common Stock; |
| c. | Conversion Price: Conversion price to be set at seventy-five percent (75%) of the Market Price of the Borrower’s Common Stock, representing a twenty-five percent (25%) discount. |
| d. | Market Price Definition: “Market Price” shall mean the average of the three (3) lowest daily VWAP (Volume Weighted Average Price) prices for the Borrower’s Common Stock during the five (5) trading days ending on the latest complete trading day prior to the Conversion Date. |
| e. | Trading Price Definition: “Trading Price” shall mean the closing bid price of the Borrower’s Common Stock on its principal trading market (e.g., Nasdaq, NYSE, or OTC Markets), as reported by a reliable reporting service such as Bloomberg. If such data is unavailable, the Trading Price shall be determined by the average of closing bid prices from independent market makers or, if necessary, the fair market value mutually agreed upon by the Borrower and the Holder. |
| f. | Conversion Mechanics: Upon delivery of a Notice of Conversion by the Holder, in the form of Exhibit C hereto, the Holder shall be deemed the record owner of the applicable Common Stock, and the Borrower shall issue such shares within three (3) business days, subject to applicable rules of the Principal Market. |
This section shall not limit Holder’s rights to pursue other remedies under this Note upon a Minor Default or in the Event of Default.
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(d) Concerning the Shares. The shares of Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 5(d) and who is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.
Any restrictive legend on certificates representing shares of Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Preferred Stock, or the shares of Common Stock issuable upon conversion of Preferred Stock, may be made without registration under the Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected; or (ii) in the case of the Preferred Stock issuable upon conversion of this Note, or the shares of Common Stock issuable upon conversion of Preferred Stock, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration.
(e) Effect of Certain Events.
(i) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Section 6) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Section 6). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.
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(ii) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Preferred or Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Preferred or Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 5(e)(ii) unless (a) it first gives ten (10) days prior written notice of the record date of the special meeting of stockholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.
(iii) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Preferred or Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s stockholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining stockholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Preferred or Common Stock issuable upon such conversion had such Holder been the holder of such shares of Preferred or Common Stock on the record date for the determination of stockholders entitled to such Distribution.
7. Minor Default shall mean a specific type of default under this Note that occurs solely as a result of the Borrower’s failure to pay the Monitoring Fee when due, and such failure remains uncured for a period of thirty (30) calendar days following the Monitoring Fee 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 (the “Minor Default Payment”). For the avoidance of doubt, a Minor Default shall not constitute a full Event of Default under Section 8 hereof and shall not trigger the Default Payment defined in Section 8, unless additional uncured Event of Defaults occur beyond the scope of a default as a result of non-payment of the Monitoring Fee. The Minor Default Payment shall be first applied to accrued and unpaid Interest due on the Note and then to the outstanding Principal balance of the Note.
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8. Events of Default. Upon the occurrence and continuance of an Event of Default beyond any applicable grace period, not considered a Minor Default, the Holder may make all sums of Principal, Interest and other fees then remaining unpaid hereon and all other amounts payable hereunder immediately due and payable. In the event of such an acceleration, the amount due and owing to the Holder shall be 130% of the outstanding Principal amount of the Note (plus accrued and unpaid Interest and fees, if any) (the “Default Payment”),. The Default Payment shall be first applied to accrued and unpaid Interest due on the Note and then to the outstanding Principal balance of the Note.
The occurrence of any of the following events is an “Event of Default”:
| i. | Failure to Pay Principal, Interest or other Fees. The Borrower fails to pay when due any installment of Principal or Interest hereon in accordance herewith, and such failure shall continue for a period of thirty (30) days following the date upon which any such payment was due. |
| ii. | Receiver or Trustee. The Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed. |
| iii. | Judgments. Any money judgment, writ or similar final process shall be entered or filed against the Borrower or its property or other assets for more than $2,000,000, and shall remain unvacated, unbonded or unstayed for a period of thirty (30) days. |
| iv. | Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings or relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower. |
9. Use of Proceeds. The Borrower acknowledges and agrees that its intended use of the net proceeds received from the Holder pursuant to this Note is to support its 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 Borrower and Bank of America. In the event the Borrower 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 Borrower’s business objectives.
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10. Original Issue Discount and Guaranteed Interest. The Holder fully funds this Note upon transfer of $350,000.00 to Borrower at closing. The difference between the amount transferred by the Holder to the Borrower and the Principal Amount of this Note is the Original Issue Discount of $75,000.00 and guaranteed interest of $75,000.00.
11. No Short Selling. The Holder and any of its affiliates will not engage in any short sales with respect to the Common Stock of the Borrower during the term of this Note.
12. Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.
13. Notices. Any notice herein required or permitted to be given shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Borrower at: American Rebel Holdings, Inc., 5115 Maryland Way, Suite 303, Brentwood, TN 37027, email: info@americanrebel.com and to corey.lambrecht@americanrebel.com and to the Holder at the address and email set forth on the signature page of this Note, or at such other address as the Borrower or the Holder may designate by ten (10) days advance written notice to the other parties hereto.
14. Amendment Provision. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented, and any successor instrument issued hereunder, as it may be amended or supplemented.
15. Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to the benefit of the Holder and its successors and assigns, and may not be assigned by the Borrower without the consent of the Holder.
16. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Nevada or in the federal courts located in the State of Nevada. Both parties-agree to submit to the jurisdiction of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Borrower in any other jurisdiction to collect on the Borrower’s obligations to Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court in favor of the Holder.
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17. Construction. Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.
18. Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Borrower covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Borrower from paying all or a portion of the principal or interest on this Note.
19. Piggy-Back Registration Rights. Holder is hereby granted piggy-back registration rights on the shares of Common Stock underlying the Preferred Stock issued or issuable pursuant to this Note for any registration statement the Borrower files under the Securities Act of 1933, as amended, except for Forms S-8, S-3 or as otherwise prohibited by an underwriter or placemen agent for the Borrower’s securities
20. Investment Representations. The Holder represents and warrants to the Borrower that:
a. Investment Purpose. As of the date hereof, the Holder is purchasing the Note and the shares of Preferred or Common Stock potentially issuable hereunder (collectively, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof in a manner that would violate the Securities Act of 1933, as amended (the “1933 Act”), except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. The Holder is acquiring the Securities hereunder in the ordinary course of its business. The Holder does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
b. Accredited Investor Status. The Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).
c. Reliance on Exemptions. The Holder understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Borrower is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Securities.
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d. Information. The Holder and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Borrower and materials relating to the offer and sale of the Securities which have been requested by the Holder or its advisors. The Holder and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Borrower. Notwithstanding the foregoing, the Borrower has not disclosed to the Holder any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Holder. The Holder understands that its investment in the Securities involves a significant degree of risk. The Holder is not aware of any facts that may constitute a breach of any of the Borrower’s representations and warranties made herein. The Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
e. Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
f. Transfer or Re-sale. The Holder understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Holder shall have delivered to the Borrower, at the cost of the Holder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Borrower, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Holder who agrees to sell or otherwise transfer the Securities only in accordance with this Agreement and who is an Accredited Investor, (d) the Holder provides the Borrower with reasonable assurance that the Securities can be sold, assigned or transferred pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Holder shall have delivered to the Borrower, at the cost of the Holder, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Borrower; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Borrower nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case), except as required hereunder.
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g. Legends. The Holder understands that the Note and the conversion common stock shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):
“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.”
The legend set forth above shall be removed and the Borrower shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Borrower with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Borrower so that the sale or transfer is effected. The Holder agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any.
h. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Holder, and this Agreement constitutes a valid and binding agreement of the Holder enforceable in accordance with its terms.
i. Residency. The Holder is a resident of the State of Illinois and has no plans to change its residence within the near future.
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IN WITNESS WHEREOF, the Borrower has caused this Note to be signed in its name effective as of this 31th day of July, 2025.
| AMERICAN REBEL HOLDINGS, INC. | ||
| By: | /s/ Charles A. Ross, Jr. | |
| Charles A. Ross, Jr., | ||
| CEO | ||
| HOLDER: | ||
| Horberg Enterprises LP | ||
| By: | /s/ H. Todd Horberg | |
| Name: | H. Todd Horberg | |
| Its: | Authorized Signatory of Horberg Enterprises LP | |
| Address: | 915 McCormick Drive | |
| Lake Forest, IL 60045 | ||
| Email: | thorbyen@aol.com | |
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EXHIBIT A
HOLDER WIRE INSTRUCTIONS
EXHIBIT B
NOTICE OF CONVERSION
(Preferred Stock)
The undersigned, upon mutual agreement between the Holder and the Borrower, hereby elects to convert $_________________principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of Series D Convertible Preferred Stock to be issued pursuant to the conversion of the Note (“Preferred Stock”) as set forth below, of American Rebel Holdings, Inc., a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of July 29, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.
Box Checked as to applicable instructions:
| [ ] | The Borrower shall electronically transmit the Preferred Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”). | |
| Name of DTC Broker: | ||
| Account Number: | ||
| [ ] | The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Preferred Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: | |
| Name: [NAME] | ||
| Address: [ADDRESS] |
| Date of Conversion: | ||
| Applicable Conversion Price: | $ | |
| Number of Shares of Preferred Stock to be Issued | ||
| Pursuant to Conversion of the Note: | ||
Amount of Principal Balance Due remaining |
||
| Under the Note after this conversion: | $ | |
| Accrued and unpaid interest remaining: | $ | |
| [HOLDER] | ||
| By: | ||
| Name: | [NAME] | |
| Title: | [TITLE] | |
| Date: | [DATE] | |
EXHIBIT C
NOTICE OF CONVERSION
(Common Stock)
The undersigned, upon mutual agreement between the Holder and the Borrower, hereby elects to convert $_________________principal amount of the Note (defined below) together with $________________ of accrued and unpaid interest thereto, totaling $_____________ into that number of shares of common stock, $0.001 par value per share, to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of American Rebel Holdings, Inc., a Nevada corporation (the “Borrower”), according to the conditions of the convertible note of the Borrower dated as of July 29, 2025 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.
Box Checked as to applicable instructions:
| [ ] | The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal At Custodian system (“DWAC Transfer”). | |
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EXHIBIT 31.1
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: August 12, 2025
| /s/ Charles A. Ross, Jr. | |
| Charles A. Ross, Jr. | |
| Chief Executive Officer and Principal Executive Officer |
EXHIBIT 31.2
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: August 12, 2025
| /s/ Darin Fielding | |
| Darin Fielding | |
| President and Interim Principal Accounting Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 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 June 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 A. Ross, Jr. Chief Executive Officer and Principal Executive Officer |
|
| /s/ Darin Fielding | |
| Darin Fielding | |
| President and Interim Principal Accounting Officer |
August 12, 2025
Exhibit 99.24
American Rebel Holdings, Inc. (NASDAQ:AREB) Announces Record-Breaking Launch of American Rebel Light Beer in Mississippi with Clark Beverage Group
Rebel Light Beer Ignites Mississippi with Largest-Ever Opening Order, Fueling Continued National Expansion of America’s Patriotic Beer
NASHVILLE, TN, July 15, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB), the proud creator of American Rebel Light Beer—America’s bold, patriotic, and unapologetic brew—announces a historic milestone with its largest-ever opening order as it storms into Mississippi. Partnering with Clark Beverage Group, Inc., this record-setting launch accelerates the national rollout of American Rebel Light Beer (americanrebelbeer.com), bringing the nation’s fastest-growing beer to the heart of the Magnolia State. This blockbuster debut is a game-changer, a rallying cry for customers, and a celebration for Mississippians ready to Rebel Up with a cold, crisp, all-American beer.
A Record-Setting Launch with Clark Beverage Group
Clark Beverage Group, a trusted leader in beverage distribution, has placed the largest first order in American Rebel’s history, signaling unshakable confidence in the brand’s explosive growth and market appeal. This record-breaking initial order, featuring both 16 oz Tall Boys and classic 12 oz cans, is now hitting Mississippi’s shelves, bars, and tailgates statewide. From Oxford to the Gulf Coast, American Rebel Light is ready to become the go-to beer for freedom-loving Rebels across the state.
Why Mississippi? It’s Rebel Country!
Mississippi embodies the heart and soul of American Rebel Light Beer— faith, grit, patriotism, and pride. Home to the Ole Miss Rebels and a state that lives the values of God-Fearing, Constitution-Loving, National Anthem-Singing, and Stand Your Ground, Mississippi is the perfect stage for this iconic launch. Every can of American Rebel Light is a toast to liberty, a salute to tradition, and a bold statement of identity—crafted for those who live life unapologetically.
“Mississippi doesn’t just align with our brand — it lives it,” said Andy Ross, CEO and Founder of American Rebel Holdings. “This is a state built on faith, grit, patriotism, and pride. There’s no place in America where the words ‘God-Fearing,’ ‘Constitution-Loving,’ ‘National Anthem-Singing,’ and ‘Stand Your Ground’ ring louder or truer. When you crack open a cold American Rebel Light, you’re holding more than a beer — you’re holding a statement of identity. It’s a flag in a can. And we’re honored to stand with the Rebels of Mississippi and raise a toast to everything that makes this country great.”
A Partnership Built on Shared Vision
The journey began in February 2025 when Andy Ross and the American Rebel Beverage team connected with Jeff Brasher, Vice President – Alcohol MS, Clark Beverage Group. The instant alignment of values led to a swift distribution agreement, finalized after Mississippi’s recent regulatory approval of the American Rebel Light label. This partnership is a testament to Clark Beverage Group’s belief in the brand’s potential to dominate the market.
“We’re not just distributing a beer; we’re championing a movement,” said Todd Porter, President of American Rebel Beverage. “Clark Beverage Group gets it—they see the passion, the quality, and the patriotism behind American Rebel Light. Together, we’re bringing Mississippi a beer that’s as bold as they are — America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.”
“Clark Beverage Group is honored to bring American Rebel Light Beer to Mississippi,” said Jeff Brasher. “This is a beer that resonates with our communities, and we’re excited to see it take off across the state!”
America’s Fastest Growing Light Beer and America’s Next Great Beverage Brand!
For investors, this record-breaking order is a powerful signal of American Rebel’s skyrocketing momentum. With successful launches in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, and now Mississippi since September 2024, American Rebel Light is proving its staying power in the competitive beverage market.
This Mississippi launch, backed by a tier one distributor, underscores the brand’s ability to scale rapidly and capture market share.
America’s Fastest Growing Light Beer and America’s Next Great Beverage Brand!
This record-breaking initial order is a powerful signal of American Rebel’s skyrocketing momentum. With successful launches in Tennessee, Connecticut, Kansas, Kentucky, Ohio, Iowa, Missouri, North Carolina, Florida, Indiana, Virginia, and now Mississippi since September 2024, American Rebel Light is proving its staying power in the competitive beverage market. This Mississippi launch, backed by a leading distribution partner, underscores the brand’s ability to scale rapidly and capture market share.
Why Customers Will Love Rebel Light
American Rebel Light isn’t just a beer — it’s a lifestyle. Brewed with all-natural ingredients, this Premium Domestic Light Lager delivers a crisp, clean, bold taste with a lighter feel. At just 100 calories, 3.2 carbs, and 4.3% ABV per 12 oz serving, it’s crafted for tailgates, barbecues, and moments of celebration. Unlike mass-produced beers, Rebel Light skips corn, rice, and sweeteners, offering a pure, refreshing experience that’s as authentic as its drinkers.
Mississippi, Get Ready to Rebel Up!
From the rolling hills of Starkville to the vibrant streets of Jackson, Mississippians are invited to join the American Rebel movement. Whether you’re cheering on the Ole Miss Rebels, hosting a tailgate, or kicking back with friends, American Rebel Light is your beer. Look for it in local stores, bars, and restaurants, and join the rally cry of Rebel Up as you celebrate the values that make Mississippi and America great.
About American Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel Holdings is a diversified patriotic lifestyle company, delivering bold products that reflect American values. From its roots in branded safes and personal security to its breakout success with American Rebel Light Beer, the company is redefining the beverage and lifestyle markets. Learn more at americanrebel.com/investor-relations and watch The American Rebel Story as told by CEO Andy Ross.
About American Rebel Light Beer
American Rebel Light is a Premium Domestic Light Lager that’s all-natural, crisp, and bold —perfect for patriots who live boldly. Launched in September 2024, it’s now available in 12 states, with Mississippi as the latest proud addition. Follow @AmericanRebelBeer on social media for updates on launch events and availability. Media Inquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
Investor Relations
ir@americanrebelbeer.com
Forward-Looking Statements
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.
Exhibit 99.25
Champion Safe Company Accelerates Market Growth with Strategic Dealer Expansion in Colorado
New Leadership at Champion Safe, a Division of American Rebel Holdings, Inc. (NASDAQ: AREB), Crystallizes Strategic Vision for Market Share Growth Across Patriotic-Branded Divisions
PROVO, UT, July 17, 2025 (GLOBE NEWSWIRE) — Champion Safe Company (www.championsafe.com), a leading manufacturer of high-security safes and proud subsidiary of American Rebel Holdings, Inc. (NASDAQ: AREB), America’s Patriotic Brand, proudly announces its newest dealer partnership with Seaworth Safe Sales, a trusted and respected retailer serving Colorado’s Front Range for decades.
The move marks a powerful expansion into the Rocky Mountain market, one of the fastest-growing regions for premium safe demand driven by outdoor lifestyles, responsible firearm ownership, and regulated cannabis storage. Seaworth brings deep regional expertise and customer trust, making them an ideal partner for Champion’s next growth chapter.
“The Seaworth partnership is a strong validation of our brand momentum,” said Tom Mihalek, CEO of Champion Safe Company. “A six-figure, two-truckload opening order isn’t just a purchase—it’s a commitment to what Champion now stands for: precision, performance, and market readiness. The Seaworth deal isn’t just another dealer activation—it’s a strategic signal that leading dealers like Seaworth believe in what we’re building. And we’re ready to continue to earn that trust every day.”
Since Mihalek took the reins in early 2024, Champion has focused intensely on product optimization and SKU rationalization, dialing in the safes customers actually want and cutting the noise. Supported by improved internal analytics, enhanced dealer feedback loops, and refined regional data, Champion is now delivering smarter product mixes tailored to each market segment, customer profile and consumer demand—streamlining inventory and improving sell-through rates.
Seaworth is the latest to tap into that momentum, joining a growing roster of respected dealers embracing Champion’s reengineered path forward.
A little over one year into Tom Mihalek’s leadership the disciplined approach is paying off: new dealer activations are rising, existing dealers are increasing their orders, and Champion is regaining ground as a leader in American-made secure storage.
Champion still focuses on quality but American made craftsmanship as All Champion safe models are made from 100% American-made, high-strength steel and equally as important We build all of our own safes. No China-Build imports Lifetime warranty on everything we build.
“We’re proud to have Seaworth Safe Sales on board,” said Jon Minder, Vice President of Sales & Marketing at Champion Safe. “Their decision to partner with us reinforces the value of our recent product enhancements, dealer-first approach, and unwavering commitment to American craftsmanship—qualities today’s customers truly demand.”
Champion Safe Company is well-positioned to grab market share and drive revenue growth, supported by better tools, better information, and better products. As American Rebel Holdings continues its expansion across safes, apparel, and beverages, the mission remains the same: help Americans protect what they value most—with gear they can trust.
Contact: ir@americanrebel.com
About Champion Safe Company
Champion Safe Company has been at the forefront of safe manufacturing for over 25 years, offering a range of high-quality safes designed for ultimate security and fire protection. With a commitment to craftsmanship and innovation, Champion Safes are trusted by homeowners, gun owners, and businesses across the nation. To learn more, visit: championsafe.com
About American Rebel Holdings, Inc.
American Rebel Holdings, Inc. (NASDAQ: AREB) designs, manufactures, and markets branded safes, personal protection products, apparel, and patriotic beverages. The Company continues to evolve as a multi-industry lifestyle brand aligned with American values. Learn more at americanrebel.com and americanrebelbeer.com.
Forward-Looking Statements
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, actual revenues for fiscal 2025, 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, 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 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.
Exhibit 99.26
American Rebel Light Beer Roars Back to Eldora Speedway For The 42nd Annual Kings Royal Race Week
One Year Later, America’s Patriotic Beer Returns to Eldora Speedway - Bigger, Bolder, and Still Raising a Cold Beer to Hardcore Racing Fans
NASHVILLE, TN, July 18, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer (americanrebelbeer.com) and a designer, manufacturer, and marketer of branded safes (championsafe.com), personal security and self-defense products and apparel, is revved up to return to Eldora Speedway for the 42nd Annual Kings Royal Race Week. Known for high horsepower, heart-pounding action, and some of the most passionate racing fans in the country, Eldora provides the perfect backdrop for America’s Patriotic Beer to connect with its growing base of freedom-loving consumers. American Rebel Light Beer is proud to be in the mix as fans raise a cold one to celebrate grit, speed, and the American spirit.
From the Track to the Stage – American Rebel Light Beer is Building Brand Loyalty at the Heart of Americana. “Where Freedom Lives, American Rebel Pours”
American Rebel Light Beer is committed to building its brand at the grassroots level by showing up where patriotic Americans live, play, and celebrate their freedom. Authentic venues like Eldora Speedway—and similar motorsports and music destinations—are not just event spaces; they are cultural gathering points for our like-minded consumers. These fans embody the same values that define our brand: grit, loyalty, and unapologetic patriotism. By aligning with high-energy, Americana-rich events, we continue to drive exposure, foster brand loyalty, and grow our community of freedom-loving beer drinkers. We don’t just advertise to our customers—we meet them in the dirt, the stands, and the pit row with an ice-cold can of American Rebel Light in hand.
“Rebel Light (Beer) is back at Eldora—and this year, we’re louder, prouder, and packing even more punch,” said Andy Ross, CEO of American Rebel Holdings. “American Rebel Light Beer is America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem Singing, Stand-Your-Ground Beer that Eldora’s die-hard race fans embraced with open arms. Last year was electric. This year, we’re redlining the throttle—with more brand horsepower, more ice-cold beer, and more American pride than ever before. This is where freedom lives—and we’re proud to be pouring it right in the heart of racing country”
Established in 1954 by racing pioneer Earl Baltes, Eldora Speedway (eldoraspeedway.com) quickly became a cornerstone of American dirt track racing. In 2004, three-time NASCAR Cup Series Champion Tony Stewart purchased the track, bringing his deep passion for grassroots motorsports to one of the sport’s most revered venues. Under Stewart’s ownership, Eldora entered a new era—hosting marquee events like the Kings Royal, World 100, and Dirt Late Model Dream, while undergoing major upgrades to elevate the fan and driver experience.
Stewart doesn’t just own Eldora—he raced it, lived it, and transformed it. His leadership helped solidify the track’s reputation as the beating heart of dirt racing in America. Today, as proud sponsors of Tony Stewart Racing, American Rebel Light Beer stands alongside a team and a legacy that reflect the same bold, unapologetic spirit found in every can of Rebel Light.
“Eldora isn’t just a race—it’s a ritual,” said Todd Porter, President of American Rebel Beverage. “It’s where fans come to celebrate grit, loyalty, and the kind of Americana that’s in our DNA. We’re proud to be part of the Kings Royal legacy and deliver a beer that reflects those values in every pour.”
America’s Fastest-Growing Patriotic Beer – American Rebel Light
Race fans in attendance at Eldora Speedway will once again have the opportunity to raise a cold American Rebel Light Beer, the 4.3% ABV light lager that’s smooth-drinking, all-natural, and brewed without corn, rice, or sweeteners. Available in 12 oz 12-packs and 16 oz Tall Boys, it’s the beer of choice for freedom-loving fans coast to coast.
Join American Rebel Light Beer Trackside at Eldora Speedway on Friday July 17, 2025 and Saturday July 18, 2025
| ● | Free American Rebel swag | |
| ● | 16oz Tall Boys for $3 (21+) | |
| ● | American Rebel Promotional Team will be out Celebreating Life, Celebrating Freedom and Celebrating Beer! |
About American Rebel Light Beer
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.
America’s Patriotic, God-Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground 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 americanrebelbeer.com or follow us on social media platforms (@AmericanRebelBeer).
About American 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 americanrebelbeer.com. For investor information, visit americanrebel.com/investor-relations.
Watch the American Rebel Story as told by our CEO Andy Ross visit The American Rebel Story
Media Inquiries:
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
American Rebel Holdings, Inc.
info@americanrebel.com
ir@americanrebel.com
Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
Investor Relations
ir@americanrebelbeer.com
Forward-Looking Statements
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.
Exhibit 99.27
American Rebel (NASDAQ: AREB) and American Rebel Light Beer Congratulate Matt Hagan on his Victory at the Muckleshoot Casino Resort NHRA Northwest Nationals
Hagan, the four-time NHRA World Champion, recorded a string of strong runs in the NHRA Northwest Nationals to post his first 2025 NHRA Funny Car win
Nashville, TN, July 22, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer (americanrebelbeer.com) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel (americanrebel.com), is proud to congratulate Matt Hagen on his victory at the Muckleshoot Casino Resort NHRA Northwest Nationals. This victory marked Hagan’s first 2025 NHRA Funny Car win for the 4-time World Champion.
Matt Hagan Powers to First Win of 2025 NHRA Season in Seattle, Vaults to Third in Standings
Matt Hagan, driving for Tony Stewart Racing, stormed to victory with a 3.904-second run at 331.94 mph in the Funny Car final round—securing his first win of the 2025 season. The Seattle victory propels Hagan to third in the season standings.
“This was a get-healthy weekend for us,” said Matt Hagan. “We’ve been on the backside of great races all season. This time, everything clicked. Huge thanks to Tony Stewart, Dodge, and the entire crew for pushing through the challenges and putting me in position to win.”
The Muckleshoot Casino Resort NHRA Northwest Nationals marked Hagan’s 53rd career win and his 95th career final-round appearance. It marked his third trip to the Finals at Pacific Raceways and second win at the track. In 2012, Hagan defeated Jeff Arend, Johnny Gray and Ron Capps before losing to Courtney Force in the Finals. In 2013, Hagan earned his first win at Seattle after defeating Todd Lesenko, Paul Lee, Courtney Force, and Bob Tasca III.
Matt Hagan has solidified his legacy in drag racing as one of the sport’s elite competitors. With four NHRA Funny Car World Championships under his belt— 2011, 2014, 2020, and 2021 —Hagan is known for his fearless driving style, raw horsepower, and remarkable consistency across seasons.
Matt Hagan Delivers First NHRA Win of 2025 — American Rebel Beer Celebrates with Him
Tony Stewart keeps first-round victory streak intact
Tony Stewart qualified No. 5 with a strong 3.759-second pass at 327.51 mph, then advanced past Josh Hart in Round 1 with a holeshot win. Stewart remains the only Top Fuel driver to capture a first-round victory in every NHRA national event this year.
“We rallied back in qualifying and reached the #2Fast2Tasty Finals. Round 1 went to plan, but Round 2 was tough with another explosion,” said Stewart. “We’re still close in points and motivated heading into Sonoma.”
John Hall and the American Rebel Light Motorcycle continues to Rebel Up!
While Hagan stood atop the podium, John Hall was making serious noise in Pro Stock Motorcycle, riding the American Rebel Beer Buell for Matt Smith Racing. Hall qualified No. 1 with a blistering 6.717-second pass at 201.76 mph, earning the top spot and valuable points in the process. He also claimed victory in the Mission #2Fast2Tasty Challenge, continuing a red-hot streak that’s positioned him in the top five of the national standings.
“The bike is locked in, and the team’s firing on all cylinders,” said Hall. “Riding for American Rebel has elevated everything—from mindset to results. We’re not just showing up. We’re showing out. Rebel up!”
“Every pass down the track with Tony Stewart, Matt Hagan, and John Hall—and every podium finish—pours nitro fuel into the American Rebel Light Beer engine, propelling our brand in front of millions of high-octane, freedom-loving consumers. This isn’t just visibility—it’s velocity,” said Andy Ross, CEO of American Rebel Holdings. “Victories like this accelerate brand loyalty and grassroots momentum. From national TV coverage to social media buzz and trackside energy, Matt Hagan winning is a great for American Rebel Light Beer, Matt is a true Rebel and he’s the definition of where passion meets horsepower, and I congratulate him and the team on their victory.”
Ross continued, “We’re incredibly proud to be aligned with TSR Racing, John Hall, and the entire NHRA family. The Muckleshoot Casino Resort NHRA Northwest Nationals gave us the perfect stage to host key customers and strategic partners—and the atmosphere was second to none. We came away from the weekend with real traction and fully expect to expand our footprint in the Northwest. It’s weekends like this that keep pouring nitro fuel into the American Rebel Light Beer brand engine. We look forward to returning next year!”
Catch the NHRA Northwest National s Finals (RE-AIR) on Tuesday, July 22, 2025 at 11:00AM -2:00PM ET and at 6:00PM – 9:00PM ET on FS2.
American Rebel Light Shines at Eldora’s Kings Royal, Fueling Fans at Dirt Racing’s Crown Jewel
Back east at Eldora Speedway, the track owned by Tony Stewart, the 42nd Annual Kings Royal delivered a dirt-slinging spectacle with American Rebel Light Beer being enjoyed by racing fans. The event capped off a week of high-octane racing and fan engagement, reinforcing Eldora’s status as the crown jewel of American dirt track racing.
“American Rebel Light had a massive showing all weekend long,” said Todd Porter, President of American Rebel Beverage. “From our party tent to promo teams handing out swag, we were everywhere fans turned. Bars were decked out with Rebel banners and our 30-second commercials hit the Jumbotron in full force. It was grassroots meets horsepower, and the brand delivered.”
American Rebel Beer High-Octane Brand Acceleration: Where Horsepower Meets Patriotism.
Motorsports represent the perfect platform for American Rebel Beer because it embodies the same values that define the brand—patriotism, grit, tradition, and unapologetic American spirit. From dirt tracks to speedways, motorsports fans are fiercely loyal, community-driven, and deeply connected to American-made culture. These events bring together hard-working, freedom-loving individuals who appreciate quality and authenticity—exactly the kind of people who resonate with American Rebel Beer’s bold flavor and patriotic identity. Aligning with motorsports not only amplifies brand visibility but also roots American Rebel Beer deeper into the cultural fabric of America’s heartland
American Rebel Beer’s sponsorship’s with NHRA and TSR Racing continues to pay off—strategically aligning with motorsports fans who reflect the brand’s core values: patriotism, grit, authenticity, and loyalty. At the track and in the stands, American Rebel Light Beer connects with freedom-loving consumers at events that drive grassroots demand and build national recognition.
About American Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel Holdings, Inc. is a diversified patriotic lifestyle company, delivering bold products that reflect American values. From its roots in branded safes and personal security to its breakout success with American Rebel Light Beer, the company is redefining the beverage and lifestyle markets.
Learn more at americanrebel.com/investor-relations
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
About American Rebel Light Beer
America’s Patriotic, God-Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground 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 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.
Media Inquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
Investor Relations
ir@americanrebelbeer.com
Forward-Looking Statements
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.
Exhibit 99.28
American Rebel Light Beer Builds Sales and Initial Placement Velocity with Independent Retailers Ahead of National Reset Season
Rebel Light Beer Early Adoption and Strong Sales Performance from Independents Retailers Validates Brand Strategy, Signals Continued Accelerated Growth, and Positions Brand for Regional and National Retail Chain Expansion During Critical Shelf Review Period
Nashville, TN, July 23, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel (americanrebel.com) and the creator of American Rebel Light Beer (americanrebelbeer.com) - America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer - continues its strategic retail expansion by announcing extraordinary performance across the independent class of trade.
Patriotism Meets Performance: 1,100+ New Independent Accounts Signal Rebel Light Beer Momentum
This strategically vital channel (Independent Accounts) now drives 57% of total sales and accounts for 80% of American Rebel Light Beer’s national distribution footprint, validating the company’s grassroots-first retail strategy and deep connection to local markets. Independent retailers aren’t just selling the brand—they’re amplifying its Patriotic mission, ethos, and authenticity across every shelf and aisle. In the past five months alone, American Rebel secured over 1,100 new independent accounts, averaging 200+ new placements monthly, which underscores the brand’s alignment with communities that share its values.
These accounts aren’t passive participants; they’re active brand builders. Through in-store promotions, consumer sampling activations, and boots-on-the-ground engagement, they’ve helped drive repeat purchases, regional awareness, and consistent sales velocity. It’s a relationship forged in loyalty and purpose—not just placement.
Event Exposure Converts to Shelf Space as Consumers Push for Local Availability – Fan’s Demand it, Retailers are Listening.
The momentum behind American Rebel Light Beer now extends far beyond independent retail—it’s being supercharged through high-profile brand activations and national visibility platforms. These include title sponsorships at premier NHRA events, flagship partnerships through TSR Nitro with motorsports legends Tony Stewart and four-time NHRA Funny Car World Champion Matt Hagan, and dynamic account activation at top-tier venues in Nashville. From Kid Rock’s Big Ass Honky Tonk to Tootsie’s, Rippy’s, Honky Tonk Central, and a full-scale takeover at the iconic Loser’s Midtown, American Rebel is earning prime placement in locations that attract high-volume consumer traffic and cultural influence. These experiential touchpoints aren’t just building awareness—they’re igniting organic demand. Across regional markets, fans who encounter the brand at these events and venues are returning home and asking local retailers to stock American Rebel Light Beer—creating actionable retail pressure and accelerating expansion.
“Our beverage division is seeing real pull-through from these national events,” said Andy Ross, CEO of American Rebel Holdings. “Patriotic consumers who connect with our brand at places like Eldora or the NHRA are going back to their communities and telling store managers, ‘We want Rebel Light here.’ This organic demand is helping us outperform our top-tier distribution goals. We’re not just opening new territories—we’re expanding with purpose. American Rebel Light Beer is better for you, made with all-natural ingredients, U.S.-sourced, U.S.-owned, and 100% committed to growing exclusively within the United States for customers who share our patriotic values.”
Fans experiencing the brand at these events are returning home and actively requesting it from retailers—placing direct pressure on regional chains and independents to stock the patriotic brew. This pull-through demand not only validates American Rebel’s branding strategy—it fortifies its market position heading into reset season.
Strategic Timing for Retail Expansion for American Rebel Light – America’s Patriotic Beer
To position for success, American Rebel Beverages brought on Pamela Turner as National Account Manager in February 2025, a key move within the company’s 2025 strategic growth plan. Pam brings extensive experience in chain account development and has already led coordinated outreach efforts while fielding a surge of inbound interest from major retailers, particularly across Food/Grocery and Convenience —the company’s initial chain focus. These conversations build on the brand’s strong existing presence in Liquor stores and Independent retail channels across active distribution regions, with plans to tackle Mass and Club channels next.
“ Reset season is where shelf space gets decided—and American Rebel Light Beer enters with momentum, metrics, and market validation. “ Pamela Turner, National Account Manager – American Rebel Beverages.
This grassroots momentum arrives at a critical inflection point for American Rebel Light Beer. With reset season fast approaching—late fall (August–October) and spring (January–April)—national and regional chains are preparing to evaluate shelf assortments for the coming cycles. This is when category managers make their decisions on which brands to add, expand, or remove from their retail programs. For American Rebel, this marks the opportunity to convert local traction into nationwide visibility and revenue scale.
“Our independent partners don’t just move product—they build momentum,” said Todd Porter, President of American Rebel Beverage. “This performance lights up the scoreboard heading into reset season, and we’re showing national retailers what American Rebel Light Beer can do as America’s fastest growing light beer.”
For American Rebel Holdings reset season is where distribution scale becomes forecastable. It’s the moment when real-time performance in independent stores informs high-value decisions at the chain level. American Rebel Light Beer enters this cycle with over 1,100+ new accounts, meaningful sell-through data, and a brand identity that deeply resonates with patriotic beer buyers—giving buyers confidence and giving American Rebel Beverage a clear path for continued growth.
About American Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel Holdings, Inc. is a diversified patriotic lifestyle company, delivering bold products that reflect American values. From its roots in branded safes and personal security to its breakout success with American Rebel Light Beer, the company is redefining the beverage and lifestyle markets.
Learn more at americanrebel.com/investor-relations
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
About American Rebel Light Beer
America’s Patriotic, God-Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground 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 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.
Media Inquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
Investor Relations
ir@americanrebelbeer.com
Forward-Looking Statements
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.
Exhibit 99.29
American Rebel Holdings, Inc. (NASDAQ: AREB) Ignites Second National Media Blitz with Bold New TV and Digital Ads to Increase Investor Awareness and to Target Patriotic Consumers
Capitalizing on Strong April 2025 Campaign Response, American Rebel Accelerates Outreach with Fresh Messaging to Maximize Impact. Campaign Designed to Drive New Shareholder Interest Through High-Visibility Media Activation and Nationwide Reach
30-Second Spot Channels Patriotic Energy and AI-Tuned Messaging to Spark National Buzz and Brand Momentum
Nashville, TN, July 29, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer (americanrebelbeer.com) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel (AmericanRebel.com), has announced the launch of its second nationwide advertising campaign to amplify brand awareness and exposure.
The campaign will again be led by Paul Martini, CEO of Inside Wall Street TV and Martini & Partners Advertising, facilitated by MZ Digital. Reflecting on the impact of the first campaign, Martini stated, “We’ve seen significant momentum from our work with American Rebel. The brand’s message resonates deeply, and this next wave of media will build on that success to reach even more consumers and stakeholders.” View the LinkedIn post from Paul Martini on Inside Wall Street TV Paul Martini Post | LinkedIn | AREB | April 2025
American Rebel’s second month-long nationwide media blitz launched Monday, July 28, 2025, with a comprehensive rollout spanning 2,752 television spots monthly across 74 U.S. markets. This includes 2,052 spots on Comcast’s CNBC, Fox News, and Fox Business networks covering 67 markets, and 700 additional spots across Spectrum’s CNBC and Fox Business coverage in top-tier regions including LA County, NYC, Tampa, Orlando, Dallas, Austin, and Charlotte. All TV placements are scheduled during prime trading hours—weekdays from 6 a.m. to 6 p.m. EDT—reaching a combined 95 million subscriber households. Each commercial will feature a dynamic QR code to encourage viewer interaction and brand engagement.
Complementing the broadcast strategy, American Rebel will deploy precision-targeted digital ads across leading financial advisory and investor education platforms with a combined monthly traffic footprint exceeding 300 million, delivering unmatched visibility and resonance for American Rebel’s patriotic message.
“American Rebel is more than a company—it’s a movement and brand built on patriotism, grit, and unapologetic American values,” said Andy Ross, CEO of American Rebel Holdings, Inc. “Our April campaign was just the beginning. With this second nationwide media push, we’re leveraging every asset—broadcast, digital, motorsports, live events, and music—to reach patriotic consumers where they celebrate what makes America great. American Rebel Light Beer has been dubbed the fastest-growing beer in the country, and we’re proud to stand behind a message that is on every can – America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer. The momentum is real, and our story—from coast-to-coast expansion to powerful distributor partnerships—deserves to be seen, heard, and experienced nationwide. We’re doubling down and bringing the full force of American Rebel to screens and platforms across America.”
CEO Andy Ross Continues to Share the American Rebel Story Nationwide
American Rebel Holdings, Inc. CEO Andy Ross has brought the American Rebel message to national and local media platforms, including appearances on Fox & Friends, Newsmax, and One America Network (OAN). He’s also been featured on local morning shows in markets such as San Diego, Las Vegas, Tampa, Nashville, and Kansas City, along with multiple podcast and radio interviews reaching a broad, patriotic audience. Ross also narrates The American Rebel Story —a compelling video that chronicles the brand’s journey, values, and explosive growth. Watch the story behind American Rebel as told by CEO Andy Ross: The American Rebel Story
American Rebel’s Multi-Media and Event Exposure is Intentional, Strategic and it’s Successful
American Rebel’s multi-channel campaign—spanning national television, digital platforms, motorsports sponsorships, and live music events—is doing more than building brand awareness. It’s enabling the company to engage directly with patriotic audiences where they gather, deepening emotional connections with fans while generating fresh business opportunities for both Champion Safe Company and American Rebel Beverages. This exposure is strengthening ties with consumers and unlocking valuable relationships with like-minded business owners who are drawn to the brand’s American and patriotic values. The momentum is palpable—and the message is resonating.
“We’re not just advertising—we’re showing up where Americans gather to celebrate what they love,” said Andy Ross, CEO of American Rebel Holdings, Inc. “ From NHRA dragstrips to dirt tracks to music festivals and prime-time TV, our growing presence is striking a chord with patriotic consumers—and just as importantly, it’s inspiring business leaders that align with our values to explore initial or additional partnership opportunities with American Rebel. Whether it’s safes or beer, companies want to work with American Rebel because we stand unapologetically for the values they live by.”
Recent American Rebel Holdings, Inc Press Releases
American Rebel Light Beer: Independent Retail Surge Fuels National Expansion
American Rebel Light Beer has secured over 1,100 new independent retail accounts, now driving 57% of total sales and 80% of its national footprint. This grassroots momentum positions the brand for major chain growth ahead of reset season. Read the full release on GlobeNewswire.
Champion Safe Expansion into Colorado’s High-Growth Market
Champion Safe Company, a division of American Rebel Holdings, Inc., partnered with Seaworth Safe Sales to accelerate dealer expansion across Colorado’s Front Range. The strategic move includes a six-figure opening order and marks a major push into one of the nation’s fastest-growing regions for premium safe demand. Read the full release on GlobeNewswire.
American Rebel Light Beer Storms Mississippi with Historic Launch
American Rebel Holdings, Inc. (NASDAQ: AREB) has announced its largest-ever opening order for American Rebel Light Beer, partnering with Clark Beverage Group to ignite distribution across Mississippi. The launch marks a major milestone in the brand’s national expansion, bringing its bold, patriotic brew to a state that embodies the spirit of “Rebel Up.” Read the full release on GlobeNewswire.
About American Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel Holdings, Inc. is a diversified patriotic lifestyle company, delivering bold products that reflect American values. From its roots in branded safes and personal security to its breakout success with American Rebel Light Beer, the company is redefining the beverage and lifestyle markets.
Learn more at Investor Relations: American Rebel
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
About American Rebel Light Beer
America’s Patriotic, God-Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground 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 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.
About Champion Safe Company
Champion Safe Company has been at the forefront of safe manufacturing for over 25 years, offering a range of high-quality safes designed for ultimate security and fire protection. All Champion safe models are made from 100% American-made, high-strength steel and equally as important, we build all of our own safes. No China-Build imports. A Lifetime warranty on everything we build. With a commitment to craftsmanship and innovation, Champion Safes are trusted by homeowners, gun owners, and businesses across the nation. To learn more, visit: championsafe.com
Media Inquiries
Matt Sheldon
Matt@PrecisionPR.co
917-280-7329
Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
Investor Relations
ir@americanrebel.com
Forward-Looking Statements
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.
Exhibit 99.30
American Rebel Holdings, Inc. (NASDAQ: AREB) Reports Triple-Digit Reorders and Accelerated Sell-Through for American Rebel Light Beer at Authorized and Active Total Wine & More Locations
Patriotic Consumer Demand Drives Aggressive Restocking, Validating Brand’s Market Fit and Growth as ‘America’s Fastest Growing Beer’
Nashville, TN, Aug. 05, 2025 (GLOBE NEWSWIRE) — American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer ( americanrebelbeer.com ) and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel ( americanrebel.com ), is pleased to report continued retail success for American Rebel Light Beer (“Rebel Light”), with strong consumer demand driving aggressive restocking across the authorized and activated Total Wine & More locations spanning seven states including Florida, Tennessee, North Carolina, Kentucky, Connecticut, Indiana, and Kansas. Rebel Light’s patriotic identity and crisp, refreshing profile are translating into rapid sell-through and sustained reorder momentum, reinforcing its market fit and growth as America’s fastest growing beer.
The performance of American Rebel Light Beer at Total Wine & More reflects strong consumer demand and retail execution, with standout results in Indiana, North Carolina, and Tennessee. Notably, stores in Avon, IN and Brentwood, TN led the chain in volume. Of the active authorized accounts, 94.12% placed a restocking order, underscoring the brand’s growing resonance with customers. One account, which showed minimal engagement and was likely a one-off or test placement, has since been eliminated from the active rollout group, restoring the reorder rate to 100% across participating stores. American Rebel Light Beer, America’s Patriotic Beer, is initially scheduled to be placed into 62 Total Wine & More ( www.totalwine.com ) locations and the rollout is still underway.
“The numbers and rebuys at Total Wine & More are fantastic and some of the best we’ve seen. Great signs for the future.” Said Todd Porter President of American Rebel Beverages “We’re seeing real consumer pull-through and retail enthusiasm, especially in key markets like Indiana, North Carolina, and Tennessee. This kind of velocity not only validates our brand positioning—it sets the stage for broader expansion and long-term growth. Rebel Light is not just focused on taking shelf space—we are focused on taking market share. We earn our place with real velocity, eye-level visibility, and a brand that refuses to blend in. We are exceeding distribution expectations and that confirms what we’ve believed since day one: American Rebel Light Beer doesn’t just resonate—it sells. And trust me, we’re just getting started.”
Total Wine & More ( www.totalwine.com ) is recognized as a premier national retaile r, boasting over 250 locations across the United States. The company plays a pivotal role in the alcohol industry, generating billions in annual sales and serving as a top destination for beer, wine, and spirits enthusiasts. With beer accounting for approximately 42% of supplier gross revenues in the U.S. alcohol market, Total Wine remains a critical player in domestic light beer sales.
May 2025 Total Wine & More Rollout: Early Success, Accelerated Reorders for American Rebel Light Beer
Authorized Total Wine & More stores that received their initial stocking orders in May 2025 demonstrated immediate and sustained traction:
| ● | Average restocking orders in June were 105% of the initial May 2025 order. | |||
| ● | Top 5 accounts reordered at 245% of their initial May 2025 volume in June 2025. | |||
| ● | By July 2025: | |||
| ○ | All May 2025 accounts averaged a 146% increase over their initial order. | |||
| ○ | Top 5 accounts surged to 299%, nearly tripling their original inventory. | |||
| ● | Cumulative reorders reached 251% across all May 2025 accounts. | |||
| ● | Top 5 accounts posted a 509% cumulative reorder rate, underscoring the exceptional consumer pull-through. | |||
June 2025 Total Wine & More Rollout: Sustained Momentum for American Rebel Light Beer
The June 2025 rollout continued the trend, with another wave of Total Wine & More stores delivering strong performance:
| ● | Average restocking orders in July 2025 were 153% of the initial June order. | |
| ● | Top 3 accounts reordered at 224% of their initial June 2025 volume. | |
| ● | Cumulative reorders reached 330% across all June 2025 accounts. | |
| ● | Top 3 accounts posted a 324% cumulative reorder rate, nearly tripling their original inventory. |
This is more than retail success—it’s a loud signal of accelerating consumer demand. Shoppers are discovering American Rebel Light Beer through in-store samplings, trying it once—and coming back for it again and again. Repeat purchase behavior is fueling multiple reorders across the key Total Wine & More markets, validating product-market fit and patriotic brand loyalty in real time.
American Rebel Light Beer isn’t playing by the usual rules—it’s rewriting them. We are not a legacy brand that needs to retrofit it’s product offering for the modern consumer, American Rebel Light Beer is already there. Our beer delivers what others can’t: bold patriotic branding fused with an authentic “better-for-you” premium light lager experience. Made with all-natural ingredients, no corn, no rice, no artificial sweeteners, it hits the clean-label standard the moment it hits the shelf. As other CPG giants rush to release new SKUs chasing health-conscious drinkers, we’re already answering that call— loud, proud, and ready to scale.
“We didn’t hope American Rebel Light Beer would win—we launched it to dominate,” said Andy Ross, CEO of American Rebel Holdings. “We’re not riding trends. We’re leading a red-blooded revolution in American Beer Industry. Our mission is clear: become the #1 Domestic Light Beer in America —period. And patriotic consumers aren’t just behind us—they’re demanding us. This is America’s Patriotic Beer: God-fearing, Constitution-loving, National Anthem-singing, Stand-Your-Ground boldness in every single can. We didn’t launch a product—we ignited a cultural firestorm. Our momentum is being fueled by real Americans who believe in real values—and that’s exactly why we’re surging straight out of the gate.”
We believe American Rebel’s value proposition extends well beyond shelf space:
| ● | Patriotic Branding with National Resonance: Connecting emotionally with a large base of proud, God-fearing, Constitution-loving, Patriotic beer drinkers who want their values reflected in what they consume. We proudly say it on every can. | |
| ● | Clean Ingredients: Our domestic premium American Rebel Light lager offers a crisp and natural profile at roughly 100 calories and 3.2 carbs per 12 oz pour—appealing to active lifestyle consumers looking for a cleaner alternative. | |
| ● | Accelerating Distribution Network: Our growth with respected independent retailers and premium chain partners gives us increasing visibility and momentum across diverse markets. | |
| ● | Cultural Relevance in High-Impact Channels: From motorsports and music festivals to televised ad campaigns and grassroots events, we meet our target demographic where they gather—and invite them to “Rebel Up.” |
American Rebel Light Beer won’t be all things to all people, and that’s by design. But in an industry saturated with sameness, we’re offering something bold, clear, and timely—and we believe that’s the kind of differentiated message that will win in today’s market. Rebel Up America!
American Rebel Light Beer – Making Beer Healthy Again – and Better for You
With approximately 100 calories, 3.2 carbohydrates, and 4.3% ABV per 12 oz serving, American Rebel Light Beer - America’s Patriotic, God Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground Beer - delivers a clean, all-natural domestic lager brewed without corn, rice, or added sweeteners. It’s a better-for-you option that doesn’t compromise on taste or identity.
About American Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel Holdings, Inc. is a patriotic lifestyle brand rooted in American values. Through its beverage division, the Company delivers bold, refreshing products that resonate with freedom-loving consumers nationwide.
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.americanrebel.com
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
About American 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 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.
Media Inquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
Investor Relations and General Inquiries
ir@americanrebel.com
info@americanrebel.com
Forward-Looking Statements
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 actual success and performance of Rebel Light at Total Wine & More locations, actual restocking percentages, the number of active authorized Total Wine & More locations selling Rebel Light, continued sales and reorder rates, continued rollout of Rebel Light in additional Total Wine & More locations, the ability of Rebel Light to take market share, 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.
Exhibit 99.31
Champion Safe Co. Reports 30% Sales Growth with Northwest Safe - The Northwest’s Premier Retailer and a National Voice in Safe Security
American Rebel Holdings, Inc. (NASDAQ: AREB) and Champion Safe Co. are committed to doing great business with top-tier partners who share our American values and proudly stand behind them — like Northwest Safe, a respected authority and unapologetic voice in the industry.
Provo, Utah, Aug. 07, 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 a 30% year-over-year increase in sales through its long-standing relationship with Northwest Safe (nwsafe.com) — a nationally respected authority in residential and commercial safe solutions, and one of the most trusted names in the industry.
This growth is more than a metric — it’s a reflection of a relationship built on shared values, mutual respect, and a relentless commitment to excellence. Northwest Safe isn’t just a dealer — they’re a benchmark account, a thought leader, and a family-run business that has earned its place as a cornerstone of the Pacific Northwest’s security landscape.
Known by the Company We Keep – Champion is honored to be working with Northwest Safe
“David and his team are more than partners — they’re pioneers,” said Thomas Mihalek, CEO of Champion Safe Co. “They’ve built something truly special in Enumclaw, and we’re proud to grow alongside them. At Champion, we believe you’re known by the company you keep — and Northwest Safe sets the bar.”
Champion Safe’s internal improvements — from product innovation to dealer support — are designed with elite partners like Northwest Safe in mind. Better products. Better margins. Better outcomes for their customers. It’s a win-win-win that reflects the power of true alignment.
What This Growth Means for Customers:
| ● | Expanded access to Champion’s full line of premium safes | |
| ● | Faster delivery and expert support through Northwest Safe’s trusted logistics team | |
| ● | Unmatched peace of mind backed by two of the most respected names in the industry |
Champion Safe continues to focus on quality and American made craftsmanship as All Champion safe models are made from 100% American-made, high-strength steel and equally as important We build all of our own safes. No China-Build imports and we stand behind a lifetime warranty on everything we build.
Northwest Safe - A Legacy of Selection, Service, Value and the Home of the Big Yellow Safe
Founded in 1988 by David and Patty Ballestrasse in Enumclaw, Washington, Northwest Safe began as a passionate alternative to big-box retailers that offered limited selection and little expertise. Today, they operate one of the largest safe showrooms in the country — over 18,000 square feet — with more than 200 safes on display and hundreds more in stock. Their team specializes in residential and commercial safe and vault sales, complex installations, safe restoration, lock retrofitting, and expert moving services — including challenging multi-story deliveries.
From the beginning, Northwest Safe has focused on offering customers a full selection of brands, sizes, colors, and accessories — backed by a knowledgeable staff and a highly trained delivery team. Their reputation for selection, service, and value is unmatched in the region.
Northwest Safe is home to the biggest, brightest, and boldest gun safe around! The proudly American Champion Big Yellow Safe is here to lock down your precious stash in the most extravagant way. And it’s not just big — it’s the largest safe in the industry, built exclusively by Champion and delivered to Northwest Safe as part of our valued relationship. No need to settle for small and boring — this bad boy is here to turn security into a statement! (Plus, you get bragging rights). The Big Yellow Safe is a Champion Gun Safe Your Collection Won’t Outgrow (for a while).
Step aside hidden gun safes and petite bedside safes. There ain’t nothing small or undercover about this beauty. She’s a stunner. This Champion gun safe is meant to be seen and ogled. Sure, we can’t find a furnace big enough to test its fire rating, but something this big is a beast no matter how you stack it.
The Big Yellow Safe FAQ
Where is The Big Yellow Safe Located?
Spokane baby! This bright yellow gal can be found at 8710 E Appleway Blvd. in Spokane Valley.
Can I Take Pictures with The Big Yellow Safe?
As long as she hasn’t been sold, you can definitely take pictures with her.
Pro Tip: Bust out your wide-angle. She’s a tall one.
Is This the Largest Gun Safe in the World?
While she’s not in the Guinness Book of World Records, we do believe this is the largest gun safe that’s ever been made. 10-feet tall, 6-feet wide, and 4-feet deep, she has an impressive 240 cubic feet of storage space and requires a forklift to move.
Is there anything I can’t store in this safe?
This is America. Once you purchase The Big Yellow Safe, you can put anything in her that you want. But she’s not really designed to hold emotional baggage.
NW Safe - More Than a Store — A Powerful and Growing Voice in the Industry through “Safe Space”
Northwest Safe’s influence extends far beyond its showroom. Through its “Safe Space” podcast and blog, the team tackles industry myths, shares behind-the-scenes insights, and highlights the human side of security — from what people store in their safes to the tools and techniques behind complex installations. Their YouTube channel features educational content and real-world demonstrations, including how to install a 1,350-pound safe with precision and care.
Master Safe Technician Jeff Snope, a UTI graduate with ASE Master Certification, exemplifies the technical excellence that defines Northwest Safe. His work blends mechanical skill with customer empathy — reminding clients to check their batteries before calling for help, and ensuring every lock conversion or repair is done right the first time.
NW Safe is Trusted by Customers in the Communities it serves throughout the Pacific Northwest
With hundreds of five-star reviews across platforms like Google, Yelp, and Angi, Northwest Safe is consistently praised for its professionalism, responsiveness, and white-glove service. Customers rave about the team’s ability to handle difficult installs, educate buyers, and deliver safes with care and precision.
Northwest Safe Showrooms
Seattle/Tacoma
Explore more than 200 unique safes on display, conveniently located just one hour from Seattle.
Spokane/North Idaho
Eastern Washington and Idaho’s premier destination for in-stock gun safes and full-service deliveries.
Bozeman, MT
Biggest selection of in-stock and ready-to-deliver gun safes in the greater Bozeman area.
As Champion Safe Co. continues to innovate and expand, customers and top-tier dealers like Northwest Safe can expect even more exciting developments ahead — all rooted in quality, security, and service.
About Northwest Safe
Northwest Safe is a trusted provider of safes and vaults serving Washington, Oregon, Idaho, and Montana. Located just outside Seattle in Enumclaw, Washington, the family-owned business has specialized in high-quality gun safes, vault doors, expert maintenance, and professional installation since 1988. Learn more at nwsafe.com
About Champion 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
About American Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel Holdings, Inc. is a lifestyle brand representing American values, producing branded safes, personal protection items, patriotic apparel, and beverages. Its products are designed for consumers who celebrate American values and freedom. Learn more at americanrebel.com and americanrebelbeer.com.
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
Forward-Looking Statements
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 the partnership, actual revenues for fiscal 2025, 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, 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 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.
Media Inquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
Investor Relations and General Inquiries
ir@americanrebel.com
info@americanrebel.com
Exhibit 99.32
American Rebel Light Beer is Delivering Powerful Sales Performance and Increasing Market Share Momentum at its Inaugural Debut at the Knoxville Nationals, Approximately 25,000 Fans Expected Saturday
Patriotic Lifestyle Brand Captures High-Speed Action and Deep Community Engagement to Reach Core Consumer Base with a “Better-for-You” Light Lager Alternative
American Rebel Holdings Inc. (NASDAQ: AREB) and American Rebel Light Beer are thrilled to introduce our latest Motorsports Sponsorship- Spencer Bayston’s No. 14 Sprint Car
Nashville, TN, Aug. 08, 2025 (GLOBE NEWSWIRE) — [NASDAQ: AREB] — American Rebel Holdings, Inc., (NASDAQ: AREB), America’s Patriotic Brand (www.americanrebel.com) and the creator of American Rebel Light Beer (www.americanrebelbeer.com) and the country’s fastest-growing patriotic lifestyle brand, is making a bold statement at the 2025 Knoxville Nationals with high-speed action on the track and strategic, grassroots engagement off it. The company is successfully leveraging its flagship sponsorship of a world-class motorsports event to connect with a core demographic of loyal, patriotic fans and solidify American Rebel Light as their beer of choice.
“ American Rebel Light wasn’t brewed to fit in—it was made to stand tall and take the lead. It’s for the bold, the fast, the unapologetically patriotic. Hard-working Americans who love their country, love their freedom, and don’t take orders from anyone. From dirt tracks to drag strips, from backyards to big stages—Rebel Light is the beer of race fans, music lovers, and freedom fighters. They don’t ask for permission. They just Rebel Up. And now, they’re demanding Rebel Light everywhere.” Andy Ross, CEO, American Rebel Holdings, Inc. “Rebel Light is coming hard with aggressive expansion, top-tier distribution, and zero compromise. We’re the fastest-growing beer in America—and if you believe in freedom, flavor, and flying your flag high, it’s time to join the rebellion. Crack open a cold one and make your stand. This is your beer. This is your moment. This is Rebel Light.”
American Rebel Light Beer Powers Spencer Bayston’s No. 14 Car at Knoxville Nationals
As the flagship sponsor of sprint car driver Spencer Bayston, American Rebel Light is front and center in one of the most iconic motorsports events in the country. Bayston, driving the American Rebel Light No. 14 car for Jason Meyers Racing, LLC, delivered a strong performance in last night’s preliminary feature, finishing 7th overall in a stacked field of elite competitors. His consistent speed and aggressive driving have earned him a spot in Saturday’s championship lineup, where he’ll compete for a top finish under the American Rebel Light banner. The car’s clean, bold design and unmistakable branding have made it one of the most photographed entries of the week, capturing attention from fans, media, and sponsors alike.American Rebel Light Beer Proudly Introduces Spencer Bayston’s No. 14 Car, Dominating the Track at Knoxville Nationals
Tonight’s schedule at Knoxville Raceway includes the Hard Knox Qualifier, where drivers battle for final transfer spots into Saturday’s A-Main. Saturday night marks the Knoxville Nationals Championship Feature, the crown jewel of sprint car racing, drawing over 25,000 fans and the sport’s biggest names. American Rebel Light will be represented not only on the track but across the venue with signage and branded fan giveaways.
American Rebel Light Beer: Fueling Race Fans and Patrons at the Legendary Dingus Lounge
Beyond the track, American Rebel is proud to have a pivotal partnership with the legendary Dingus Lounge Dingus Lounge | Facebook), a historic bar located directly across from Knoxville Raceway that is known as the “unofficial headquarters for sprint car fans”. Throughout Nationals week, American Rebel Light is the featured promotional special, with branded swag, signage, and street team activations bringing the brand’s patriotic vibe to life. This partnership reinforces American Rebel’s commitment to supporting local businesses and connecting with the community that fuels the sport.
“This is what American Rebel is all about,” said Todd Porter, President of American Rebel Beverage. “We’re proud to support a talented driver - Spencer Bayson, a world-class team - Jason Meyers Racing, and a legendary racetrack - Knoxville — and thrilled to be across the street at Dingus, raising a can with the fans who make this sport great. Knoxville is Sprint Car country, and American Rebel Light belongs here.”
Iowa Distribution Kickoff – Mahaska Bottling Company
Mahaska Bottling Company is a 7th-generation, family-owned distributor headquartered in Oskaloosa, Iowa. Our partnership with Mahaska marks a major milestone in Midwest expansion, with Rebel Light Beer now available at Knoxville Raceway and Dingus Lounge, “Iowa’s Most Notorious Bar.”
For consumers seeking a beer that aligns with their values and a healthier lifestyle, American Rebel Light is the clear answer. It is a Premium Domestic Light Lager that is all-natural, crisp, clean, and bold, brewed without added supplements and free of corn, rice, or other sweeteners typically found in mass-produced beers. At approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, it offers a high-quality, balanced option for those who love great beer but prefer a more balanced lifestyle.
American Rebel Light Beer – Making Beer Healthy Again – and Better for You
With approximately 100 calories, 3.2 carbohydrates, and 4.3% ABV per 12 oz serving, American Rebel Light Beer - America’s Patriotic, God Fearing, Constitution Loving, National Anthem Signing, Stand Your Ground Beer - delivers a clean, all-natural domestic lager brewed without corn, rice, or added sweeteners. It’s a better-for-you option that doesn’t compromise on taste or identity.
About American Rebel Holdings, Inc. (NASDAQ: AREB)
American Rebel Holdings, Inc. is a patriotic lifestyle brand rooted in American values. Through its beverage division, the Company delivers bold, refreshing products that resonate with freedom-loving consumers nationwide.
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.americanrebel.com
Watch the American Rebel Story as told by our CEO Andy Ross: The American Rebel Story
About American 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 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.
Media Inquiries
Matt Sheldon
Matt@Precisionpr.co
917-280-7329
American Rebel Beer Distribution Opportunities
Todd Porter
President, American Rebel Beverage
tporter@americanrebelbeer.com
American Rebel Holding, Inc. Investor Relations
ir@americanrebelbeer.com
Forward-Looking Statements
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.