S-1/A: American Rebel Faces Nasdaq Delisting, Reports $88M Deficit

American Rebel Holdings, Inc. is facing potential Nasdaq delisting due to a stockholders' equity deficiency, while also registering 4.6 million shares for resale by existing investors and reporting a growing accumulated deficit.

Summary

• American Rebel Holdings, Inc. is registering up to 4,601,862 shares of common stock for resale by existing selling stockholders.
• The company will not receive any proceeds from the sale of these shares, but could receive up to approximately $18,829 if Prefunded Warrants are exercised.
• The company operates as a designer, manufacturer, and marketer of branded safes, personal security products, apparel, and recently expanded into the beverage industry with American Rebel Light Beer.
• American Rebel Light Beer, launched regionally in September 2024, is now available in 40 U.S. states through its website.
• The company completed the acquisition of Champion Safe Company, Inc. and its associated entities on July 29, 2022, for $9,150,000 in cash, plus deposits and reimbursements.
• Two reverse stock splits were effected: 1-for-9 on October 2, 2024, and 1-for-25 on March 31, 2025.
• The company reported an accumulated deficit of $64,491,550 as of December 31, 2024, which increased to $88,283,199 as of June 30, 2025.
• Material weaknesses in internal control over financial reporting have been identified, leading to a restatement of consolidated financial statements for the years ended December 31, 2023, and 2022.
• The company is currently non-compliant with Nasdaq's stockholders' equity requirement and has appealed a delisting notice, with a hearing set for September 30, 2025.
• A lawsuit from Liberty Safe and Security Products, Inc. alleging trademark infringement is ongoing, with management believing it is without merit and pursuing settlement discussions.
• A legal proceeding with Bank of America, N.A. regarding a line of credit default, seeking over $1.9 million, was fully resolved with a repayment of $1,860,955.45 on August 15, 2025.
• Management holds Series A Preferred Stock with superior voting rights (1,000 to 1), controlling over 93% of the available stockholder votes.

Sentiment

Score: 3

Explanation: While the company has ambitious growth strategies and has resolved one significant legal issue, the substantial and increasing accumulated deficit, persistent material weaknesses in internal controls, and the imminent threat of Nasdaq delisting due to stockholders' equity non-compliance present severe financial and operational challenges. The high degree of management control through super-voting shares also raises governance concerns for common shareholders.

Positives

• Successfully resolved the Bank of America litigation by repaying the outstanding debt of $1,860,955.45, leading to the dismissal of the lawsuit and release of collateral.
• American Rebel Light Beer has launched regionally and expanded online availability to 40 U.S. states, aligning with a growing consumer demand for patriotic and "better-for-you" products.
• The company has cultivated a distinctive patriotic brand identity, which it believes resonates with its target customer base for safes, personal security products, and beverages.
• Strategic partnership with Associated Brewing Company provides turnkey production, logistics, and operational expertise for scalable growth in the beverage market.
• Safes are designed with high-performance features, using U.S.-made steel for higher-end models, appealing to customers prioritizing quality and domestic sourcing.
• An experienced executive team is in place, with proven track records in public company governance, brand development, and operational scale.
• Regained compliance with Nasdaq's annual meeting and periodic filing requirements after previous delinquencies.

Negatives

• Accumulated deficit significantly increased from $64,491,550 at December 31, 2024, to $88,283,199 at June 30, 2025, indicating continued unprofitability.
• Identified material weaknesses in internal control over financial reporting persist, impairing the ability to produce timely and accurate financial statements and potentially affecting investor confidence.
• Prior financial statements for 2023 and 2022 required restatement, incurring unanticipated costs and raising reputational issues.
• The company is currently non-compliant with Nasdaq's stockholders' equity requirement and faces potential delisting, which could severely impact stock liquidity and ability to raise capital.
• Management's Series A Preferred Stock grants them over 93% of the available stockholder votes, significantly limiting the influence of common stockholders.
• The ongoing lawsuit from Liberty Safe alleging trademark infringement could result in litigation costs and potential adverse outcomes, despite management's belief it is without merit.
• Significant dilution risk exists for existing stockholders due to the board's authority to issue additional common or preferred stock, and the current resale offering.
• Dependence on demand for safes and personal security products for firearms storage makes the business susceptible to changes in ammunition availability and firearm regulation.
• Reliance on foreign manufacturing for some apparel and backpack products exposes the company to risks from tariffs or border adjustment taxes.

Risks

• Inability to achieve profitability, having experienced net losses since inception in December 2014.
• Material weaknesses in internal control over financial reporting, which could impair the ability to produce timely and accurate financial statements and adversely affect operating results and stock price.
• Restatement of previously issued consolidated financial statements, resulting in unanticipated costs and potentially affecting investor confidence and raising reputational issues.
• Financial results may be affected by tariffs or border adjustment taxes or other import restrictions, particularly for products manufactured outside the U.S.
• Stockholders' voting power and ownership interest may be diluted significantly through efforts to obtain financing and satisfy obligations by issuing additional shares.
• Certain executive officers and directors hold super-voting preferred stock, allowing them to exert significant control over matters subject to stockholder approval (over 93% of votes).
• The board of directors has the authority to issue additional series of preferred stock with terms that may not be beneficial to common stockholders and could adversely affect voting power.
• Common stock may be affected by limited trading volume and share price volatility, which could adversely impact its value.
• Short sellers of common stock may drive down the market price.
• Inability to maintain a listing of common stock on the Nasdaq Capital Market, particularly due to the ongoing stockholders' equity deficiency, which could impair stockholders' ability to buy and sell shares and significantly impact capital raising.
• Risk of inadvertently breaching covenants under debt or other financing agreements, which could result in the issuance of additional shares of common stock, default, or other penalties.
• Immediate and substantial dilution for new investors due to the difference between the offering price and the net tangible book value per share.
• Substantial future sales of common stock by selling stockholders could cause the market price to decline.
• Substantial risks relating to the planned entry into the beer and alcoholic beverage market.
• Inability to introduce new products that track customer preferences.
• Inability to protect intellectual property, potentially leading to loss of competitive advantage or substantial litigation costs.
• Dependence on the availability and regulation of ammunition and firearm storage, as a significant portion of revenues are derived from safes and personal security products for firearms.
• Compromised operational capacity during the integration of the safe manufacturer and sales organizations, affecting the ability to meet demand and generate revenue.
• Shortages of components and materials, as well as supply chain disruptions, may delay or reduce sales and increase costs.
• Lack of long-term purchase commitments from customers, whose ability to cancel, reduce, or delay orders could reduce revenue and increase costs.
• Inability to effectively meet shortand long-term obligations.
• Limited corporate history makes it difficult to evaluate the business and future prospects, increasing investment risks.
• Inability to raise additional financing for working capital, especially for purchasing critical inventory.
• Inability to generate sufficient revenue in targeted markets to support operations.
• Actions and initiatives taken by current and potential competitors.
• Inability to diversify operations.
• Accounting policies and methods requiring management to make estimates about inherently uncertain matters.
• Changes in U.S. GAAP or in the legal, regulatory, and legislative environments.
• Deterioration in general or global economic, market, and political conditions.
• Inability to efficiently manage operations.
• Unavailability of funds for capital expenditures.
• Inability to recruit and hire key employees.
• Inability of management to effectively implement strategies and business plans.
• Dependence of future success on the general economy.
• Adequacy of cash resources and working capital.

Future Outlook

The company anticipates its safe business revenues will grow by 3x to 5x over the next few years, driven by increased consumer interest in personal safety and firearm storage, and legislative trends. It believes American Rebel Light Beer is on a pathway to become a major national brand, projecting $500 million to $700 million in annual revenue if it achieves a modest 2% to 3% market share of the U.S. light beer segment. Management expects to continue implementing remediation plans for identified material weaknesses in internal control over financial reporting throughout fiscal year 2025. Management believes the trademark infringement lawsuit from Liberty Safe is without merit and anticipates an amicable settlement that will not materially affect the business or financial condition.

Management Comments

• "American Rebel is setting out to establish itself as America's Patriotic Brand."
• "We believe 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."
• "We believe the time is right for American Rebel Light, we believe we have the right expertise, and we believe we have the right brand."
• "We believe recent trends have revealed that beer consumers want to express their values through their choice of beer."
• "We believe that American Rebel Light will have a receptive target audience for our product."
• "We believe that when it comes to their homes, consumers place a premium on their security and privacy."
• "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."
• "We believe that safes are becoming a must-have appliance in a significant portion of households in the United States."
• "We believe our current safes provide safety, security, style and peace of mind at competitive prices."
• "We believe that we have the potential to continue to create a brand community presence around the core ideals and beliefs of America, in part through our Chief Executive Officer, Charles A. Andy Ross, Jr., 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."
• "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 our customers concealed and safe both inside and outside the home."
• "American Rebel Safes protect our customers 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 our customers firearms utilizing American Rebels Proprietary Protection Pocket in its backpacks and apparel outside the home."
• "The American Rebel brand strategy is similar to the successful Harley-Davidson Motorcycle philosophy, referenced in this quote from Richard F. Teerlink, Harleys chairman and former chief executive, Its not hardware; it is a lifestyle, an emotional attachment. Thats what we have to keep marketing to."
• "We believe American Rebel has significant potential for branded products as a lifestyle brand."
• "We believe our Concealed Carry Product line and Safe line serve a large and growing market segment; but it is important to note we have product opportunities beyond Concealed Carry Products and Safes."
• "We believe that ongoing uncertainty surrounding global trade policy and the potential expansion of tariffs gives us a competitive advantage."
• "We view the use of American steel in all of our safe lines—regardless of whether final assembly occurs in the U.S. or Mexico—as a key differentiator."
• "We believe this commitment to sourcing and manufacturing with domestic materials positions American Rebel as a strong and patriotic alternative to imported safes."
• "American Rebel Light Beer is carving out a distinct and powerful space in the market by doing what others can’t: pairing bold patriotic branding with an authentic better-for-you beer experience."
• "We believe American Rebel Light Beer is on a pathway to become a major national brand."
• "We believe we are building more than a product portfolio—we are building a platform for American consumers who want quality, authenticity, and patriotism reflected in the brands they support."
• "Management believes that this lawsuit [Liberty Safe] 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."

Industry Context

The U.S. beer industry is a highly competitive market, estimated at over $110 billion annually, dominated by large domestic and global brewers like AB InBev and Molson Coors, alongside a growing craft beer segment. American Rebel Light Beer aims to carve out a niche by combining patriotic branding with a "better-for-you" product profile, aligning with a consumer trend seeking clean-label options and brands reflecting specific values. The North American safe industry is concentrated, with key competitors including Liberty Safe, Fort Knox, American Security, and SentrySafe, as well as imported Chinese safes. The company believes its use of U.S.-made steel for higher-end safes provides a competitive advantage, especially with renewed discussions around tariffs on Chinese goods.

Comparison to Industry Standards

• American Rebel Light Beer competes in the light lager segment against major brands such as Busch Light, Michelob Ultra, Miller Lite, Coors Light, and Bud Light. Its strategy of targeting emotionally connected consumers with a values-driven, "better-for-you" product is compared to successful market disruptors like Black Rifle Coffee Company, Poppi, and Liquid Death.
• The company's safe products compete with established manufacturers including Liberty Safe, Fort Knox Security Products, American Security, Sturdy Safe Company, Homeland Security Safes, and SentrySafe. It also faces competition from imported Chinese brands like Steelwater and Alpha-Guardian. The company differentiates itself by emphasizing U.S.-made steel in its higher-end safes and offering premium features at mid-line price points.
• The company explicitly compares its brand strategy to the "Harley-Davidson Motorcycle philosophy," aiming to build an emotional attachment and lifestyle brand around freedom, individualism, and rebellion.

Management Changes

Corporate Governance

Legal Proceedings

• **Liberty Safe and Security Products, Inc. vs. American Rebel Holdings, Inc.:** Complaint filed July 23, 2024, in U.S. District Court for the District of Utah, alleging trademark infringement (use of "Freedom" in safes), federal false designation of origin, unfair competition, and violation of Utah deceptive trade practices. Management believes the lawsuit is without merit and has initiated settlement discussions.
• **Bank of America, N.A. vs. Champion Safe Company, Inc. et al.:** Complaint filed March 21, 2025, in Fourth Judicial District Court, Utah County, Utah, seeking no less than $1,906,742.88 due to default on a line of credit. A Forbearance Agreement was entered into on May 30, 2025, and the outstanding debt of $1,860,955.45 was fully repaid on August 15, 2025. Bank of America is in the process of filing a dismissal of the lawsuit.

Related Party Transactions

• 124,112 shares of Series A Preferred Stock, which carry superior voting rights (1,000:1) and are convertible into common stock (500:1), were issued to three members of management: Charles A. Ross, Jr., Doug E. Grau, and Corey Lambrecht.
• DeMint Law, PLLC, counsel to the company, owns 20,000 shares of Series D Convertible Preferred Stock (convertible into 100,000 common shares) and 10,000 shares of common stock, received as partial payment for legal services.
• MZ Digital, LLC, where Edward Haberfield holds voting power, received 24,000 shares of Series D Convertible Preferred Stock for accrued fees of $150,000 and 4,000 shares for an invoice dated July 23, 2025.
• Kingdom Building, Inc., where Edward Haberfield holds voting power, purchased 40,000 shares of Series D Convertible Preferred Stock for $300,000.
• On August 1, 2025, Charles A. Ross, Jr. and Corey Lambrecht each converted 350 shares of Series A Convertible Preferred Stock into 175,000 shares of common stock.

Stakeholder Impact

• **Shareholders:** Existing common shareholders face significant dilution from the current resale offering and potential future capital raises. Their voting power is substantially limited by management's super-voting Series A Preferred Stock. The ongoing Nasdaq delisting risk could severely impact liquidity and the market price of their investment.
• **Creditors:** The resolution of the Bank of America debt is positive, but the company's ongoing need for financing and the existence of other debt instruments with covenants mean creditors remain exposed to financial risks. Holders of Series E Preferred Stock have strong protective covenants.
• **Management:** The executive team maintains significant control through Series A Preferred Stock, enabling them to guide the company's strategic direction despite financial challenges. Their compensation and equity holdings are tied to the company's performance and capital structure.
• **Customers:** The company's focus on patriotic branding and "better-for-you" products aims to strengthen customer loyalty in the safe and beverage markets. Continued product development and distribution expansion are intended to serve customer preferences.
• **Suppliers:** Supply chain disruptions and material shortages are identified risks that could impact the company's ability to meet demand and increase costs, potentially affecting relationships with suppliers.

Next Steps

• Attend a hearing with the Nasdaq Panel on September 30, 2025, to present plans to regain compliance with the stockholders' equity requirement.
• Continue to implement remediation plans for identified material weaknesses in internal control over financial reporting throughout the fiscal year ending December 31, 2025.
• Pursue amicable settlement discussions with Liberty Safe and Security Products, Inc. regarding the trademark infringement lawsuit.
• Expand offerings of American Rebel branded lifestyle merchandise and explore strategic licensing opportunities.
• Actively evaluate acquisition opportunities that align with long-term growth goals and offer synergies.
• If delisted from Nasdaq, apply for listing on one of the OTC Markets.

Key Dates

Recommendation

The company exhibits severe financial distress, evidenced by a rapidly increasing accumulated deficit (over $88 million as of June 30, 2025) and persistent material weaknesses in internal controls, which have necessitated financial restatements. The imminent threat of Nasdaq delisting due to non-compliance with stockholders' equity requirements poses a critical risk to liquidity and investor confidence. While the company has ambitious growth plans in the beer and safe markets and has resolved one significant debt issue, these positives are overshadowed by fundamental financial instability, high dilution risk, and corporate governance concerns arising from management's super-voting shares. The combination of these factors suggests a high probability of further share price decline and significant risk to investment capital.

Keywords

American Rebel Holdings, AREB, SEC Filing, S-1/A, Resale Offering, Common Stock, Preferred Stock, Safes, Personal Security, Firearms Storage, American Rebel Light Beer, Beverage Industry, Patriotic Brand, Nasdaq Delisting, Financial Reporting, Internal Controls, Accumulated Deficit, Dilution, Corporate Governance, Trademark Infringement, Debt Resolution, Capital Raise