American Rebel Holdings Inc.

05/08/2026 | Press release | Distributed by Public on 05/08/2026 15:28

Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Streeterville Series E Preferred Exchange Agreements

On April 30, 2026, the Company entered into three 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 323.5 shares of Series E Preferred Stock for 816,299 shares of common stock, representing a dollar amount of $323,500. On May 1, 2026, the Company entered into two additional Exchanges with Streeterville. Pursuant to the additional Exchanges, the Company and Streeterville agreed to exchange and convert 205 shares of Series E Preferred Stock for 542,902 shares of common stock, representing a dollar amount of $205,000. On May 4, 2026, the Company entered into two additional Exchanges with Streeterville. Pursuant to the additional Exchanges, the Company and Streeterville agreed to exchange and convert 171 shares of Series E Preferred Stock for 543,375 shares of common stock, representing a dollar amount of $171,000. On May 5, 2026, the Company entered into four additional Exchanges with Streeterville. Pursuant to the additional Exchanges, the Company and Streeterville agreed to exchange and convert 245 shares of Series E Preferred Stock for 1,020,832 shares of common stock, representing a dollar amount of $245,000.

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 Form 8-K filed on April 29, 2026.

Streeterville June 2025 Note Exchange Agreement

On May 5, 2026, the Company entered into an Exchange Agreement (the "Note Exchange") 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 Exchange, the Company and Streeterville agreed to partition new Secured Promissory Note in the original principal amount of $63,000 (the "Partitioned Note") 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 Note. Concurrently, the Partitioned Note was exchanged for 262,500 shares of the Company's common stock.

On May 6, 2026, the Company entered into eleven additional Note Exchanges with Streeterville. Pursuant to the Note Exchanges, the Company and Streeterville agreed to additional Partitioned Notes in the original principal amounts totalling $759,000 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 2,790,436 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.

Streeterville Capital Funds Release

As previously disclosed, on June 26, 2025, the Company entered into a note purchase agreement with Streeterville Capital, LLC ("Streeterville") pursuant to which the Company issued and sold to Streeterville a secured promissory note in the original principal amount of $5,470,000. On the Closing Date, Streeterville paid $375,000.00 to the Company and $4,625,000.00 was sent to an account at Lakeside Bank owned by the Company's newly formed wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company, to be held pursuant to the Deposit Account Control Agreement ("DACA"). On April 30, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank to release $250,000 from the DACA to the Company. On May 5, 2026, Streeterville and ARH Sub sent joint instructions to Lakeside Bank to release an additional $250,000 from the DACA to the Company.

American Rebel Holdings Inc. published this content on May 08, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 08, 2026 at 21:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]