American Rebel Holdings Inc. (AREB) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on July 02, 2026.
1800 Diagonal Note
On June 23, 2026, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC ("1800"), pursuant to which 1800 made a loan to the Company, evidenced by a promissory note in the principal amount of $152,950 (the "Note"). An original issue discount of $19,950 and fees of $8,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $125,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in fifteen payments as follows:
Payment Date Amount of Payment
July 30, 2026 $ 15,135.67
August 30, 2026 $ 15,135.67
September 30, 2026 $ 15,135.67
October 30, 2026 $ 15,135.67
November 30, 2026 $ 15,135.67
December 30, 2026 $ 15,135.67
January 30, 2027 $ 10,090.44
February 28, 2027 $ 10,090.44
March 30, 2027 $ 10,090.44
April 30, 2027 $ 10,090.44
May 30, 2027 10,090.44
June 30, 2027 10,090.44
July 30, 2027 10,090.44
August 30, 2027 10,090.44
September 30, 2027 10,090.44
(a total payback to 1800 of $181,628.00).
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 1800, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to 1800 pursuant to the conversion rights referenced below.
Only upon an occurrence of an event of default under the Note, 1800 may convert the outstanding unpaid principal amount of the Note into restricted shares of common stock of the Company at a discount of 25% of the market price. 1800 agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company agreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon conversion of the Note at all times.
The foregoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties' rights and obligations under the Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement, copies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein by reference.
Streeterville June 2025 Note Exchange Agreements
On June 18, 22 and 25, 2026, the Company entered into Exchange Agreements (the "Note Exchanges") with Streeterville Capital, LLC. The Company previously entered into that certain Secured Promissory Note (the "Note"), with an original issuance date of June 26, 2025 in the principal amount of $5,470,000. Pursuant to the Note Exchanges, the Company and Streeterville agreed to partition three new Secured Promissory Notes in the original principal amount of $78,000, $115,000 and $190,000 (the "Partitioned Notes") from the Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balances of the Partitioned Notes. Concurrently, the Partitioned Notes were exchanged for 546,601, 745,784 and 762,745 shares, respectively, of the Company's common stock.
The form of Note Exchange was identical for each exchange except for the Partitioned Note amounts and number of shares converted thereunder.
The foregoing descriptions of the Note Exchanges are not a complete description of all of the parties' rights and obligations under the Note Exchanges, and are qualified in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2026.
The full text of this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1648087/000149315226031954/form8-k.htm
Any exhibits and associated documents for this SEC filing can be retrieved at: https://www.sec.gov/Archives/edgar/data/1648087/000149315226031954/0001493152-26-031954-index.htm
Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.