Material Agreement (Form 8-K)

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.