Form 8-K AMERICAN REBEL HOLDINGS For: Jun 12

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June 18, 2026 1:36 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 12, 2026

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-41267

47-3892903

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

218 3^rd Avenue North, #400

Nashville, Tennessee

37201

(Address of principal executive offices)

(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	AREB	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	AREBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as deﬁned in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Quick Capital Note

On June 9, 2026, the Company entered into a securities purchase agreement (the “SPA”) and a fifteen month promissory note with Quick Capital, LLC (the “Lender”) in the gross principal amount of $155,294.12 (the “Note”). An original issue discount of $23,294.12 and Lender legal fees of $7,000.00 were applied on the issuance date, resulting in net loan proceeds to the Company of $132,000. The Note is required to be paid in fifteen equal payments of $12,294.12 commencing on July 9, 2026 and continuing through September 9, 2027. The Note bears a one-time interest charge of $29,117.65, which represents an 18.75% guaranteed interest.

The Company intends to use the proceeds of the Note for general working capital, including working capital obligations of American Rebel Beverages, LLC, and other general corporate purposes.

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company will be obligated to pay to the Lender, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding principal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus (y) any amounts owed to the Lender pursuant to the conversion rights referenced below.

At any time prior to the six month anniversary date of the issuance date of the Note, upon three trading days’ written notice to Lender, the Company has the option of prepaying the outstanding principal amount of the Note and any accrued and unpaid interest due thereon, in whole or in part, by paying to the Lender a sum of money equal to ninety-five percent (95%) 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 following an occurrence of any Event of Default, the Lender may convert all or any part of the outstanding and unpaid principal, interest, fees, or any other obligation owed pursuant to the Note into fully paid and non-assessable shares of the Company’s common stock at a conversion price equal to 75% of the Company’s lowest traded price for the proceeding 5 trading days prior to conversion. The Lender agreed to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to the Note. The Company granted the Lender piggy-back registration rights on the shares of common stock issuable upon conversion of the Note. The Company agreed to reserve a number of shares of common stock issuable upon conversion of the Note equal to four times the number of shares of common stock issuable upon conversion of the Note (10,955,493 shares of common stock as of the issuance date of the Note).

The foregoing description of the Note and of all of the parties’ rights and obligations under the SPA and the Note is qualified in their entirety by reference to the SPA and the Note, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and of which are incorporated herein by reference.

1800 Diagonal Note

On June 12, 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 $124,200 (the “Note”). An original issue discount of $16,200 and fees of $8,000 were applied on the issuance date, resulting in net loan proceeds to the Company of $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in ten payments as follows:

Payment Date	Amount of Payment
December 15, 2026	$	73,743.52
January 15, 2027	$	8,193.72
February 15, 2027	$	8,193.72
March 15, 2027	$	8,193.72
April 15, 2027	$	8,193.72
May 15, 2027	$	8,193.72
June 15, 2027	$	8,193.72
July 15, 2027	$	8,193.72
August 15, 2027	$	8,193.72
September 15, 2027	$	8,193.72

(a total payback to 1800 of $147,487.00).

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 Series E Preferred Exchange Agreements

On June 15, 2026, the Company entered into two Exchange Agreements (the “Exchanges”) with Streeterville. The Company previously issued to Streeterville 2,000 shares of Series E Preferred Stock pursuant to that certain Note Purchase Agreement entered into as of August 22, 2025. Pursuant to the Exchanges, the Company and Streeterville agreed to exchange and convert 105 shares of Series E Preferred Stock for 1,129,031 shares of common stock, representing a dollar amount of $105,000.

The form of Exchanges are identical for each exchange except for the conversion dollar amounts and number of shares converted thereunder.

The foregoing descriptions of the Exchanges are not a complete description of all of the parties’ rights and obligations under the Exchanges, and are qualified in its entirety by reference to the Form Exchange Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 29, 2026.

Streeterville June 2025 Note Exchange Agreements

On June 17, 2026, the Company entered into two Exchange Agreements (the “Note Exchanges”) with Streeterville. 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 two new Secured Promissory Notes in the original aggregate principal amount of $159,000 (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 1,340,640 shares 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.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

On June 15, 2026, 1800 converted a portion of the principal amount owed under the December 15, 2025 promissory note into 355,050 shares of common stock at a per share price of $0.0563.

On June 16, 2026, 1800 converted a portion of the principal amount owed under the December 15, 2025 promissory note into 976,389 shares of common stock at a per share price of $0.0563.

On June 17, 2026, the Company issued Streeterville 1,129,031 shares of common stock pursuant to the Series E Preferred exchanges set forth in Item 1.01 above at a per share price of $0.093.

On June 17, 2026, 1800 Diagonal Lending LLC converted $21,814 of the remaining principal amount owed under the December 15, 2025 promissory note into 387,254 shares of common stock at a per share price of $0.05633.

On June 17, 2026, the Company authorized the issuance of 1,340,640 shares of common stock to Streeterville pursuant to the Note Exchanges set forth in Item 1.01 above at a per share price of $0.1186.

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

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description

10.1		Quick Capital Securities Purchase Agreement dated June 9, 2026
10.2		Quick Capital Note dated June 9, 2026
10.3		1800 Diagonal Note dated June 12, 2026
10.4		1800 Diagonal Securities Purchase Agreement dated June 12, 2026
104		Cover Page Interactive Data File

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 hereunto duly authorized.