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What changed in AMERICAN REBEL HOLDINGS INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of AMERICAN REBEL HOLDINGS INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+440 added−369 removedSource: 10-K (2025-04-09) vs 10-K (2024-04-12)

Top changes in AMERICAN REBEL HOLDINGS INC's 2024 10-K

440 paragraphs added · 369 removed · 170 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

31 edited+13 added−106 removed78 unchanged
Biggest changeIts innovative 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. 5 American Rebel Safes Keeping your guns in a location only appropriate trusted members of the household can access should be one of the top priorities for every responsible gun owner.
Biggest changeAmerican Rebel Safes Keeping your guns in a location only appropriate trusted members of the household can access should be one of the top priorities for every responsible gun owner. Whenever a new firearm is purchased, the owner should look for a way to store and secure it.
We intend to continue to endeavor to create and provide retailers and customers with what we believe are responsible, safe, reliable and stylish products, and we expect to concentrate on tailoring our supply and distribution logistics in response to the specific demands of our customers. 9 Additionally, our Concealed Carry Product line and Safe line serve a large market segment.
We intend to continue to endeavor to create and provide retailers and customers with what we believe are responsible, safe, reliable and stylish products, and we expect to concentrate on tailoring our supply and distribution logistics in response to the specific demands of our customers. Additionally, our Concealed Carry Product line and Safe line serve a large market segment.
We believe the reinforced door casement feature provides important security as the safe door is often a target for break-in attempts. * Diamond-Embedded Armor Plate Industrial diamond is bonded to a tungsten steel alloy hard plate. Diamond is harder than either a cobalt or carbide drill.
We believe the reinforced door casement feature provides important security as the safe door is often a target for break-in attempts. 6 * Diamond-Embedded Armor Plate Industrial diamond is bonded to a tungsten steel alloy hard plate. Diamond is harder than either a cobalt or carbide drill.
With a quick access gun safe, you can still retrieve your gun in a few seconds, but when it isn’t needed it will be protected. A gun safe is the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents.
With a quick access gun safe, you can still retrieve your gun in a few seconds, but when it isn’t needed it will be protected. 5 A gun safe is the best investment a gun owner can make because the safe can protect guns from thieves, fire, water, or accidents.
We intend to expand our distribution to sporting goods stores, farm and home stores, other independent retailers as well as our online customer base upon securing additional funding and expanding our manufacturing facilities. 17 Suppliers We are dependent on the continued supply of materials for the manufacturing of our safes, as well as the continued supply and manufacturing of backpacks and apparel at third-party facilities locations, which are critical to our success.
We intend to expand our distribution to sporting goods stores, farm and home stores, other independent retailers as well as our online customer base upon securing additional funding and expanding our manufacturing facilities. 9 Suppliers We are dependent on the continued supply of materials for the manufacturing of our safes, as well as the continued supply and manufacturing of backpacks and apparel at third-party facilities locations, which are critical to our success.
The concealment pockets on our Freedom 2.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure. 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.
The concealment pockets on our Freedom 3.0 Concealed Carry Jackets incorporate a silent operation opening and closing with the use of a magnetic closure. 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.
We believe our products are designed for safety, quality, reliability, features and performance. 4 To enhance the strength of our brand and drive product demand, we work with our manufacturing facilities and various suppliers to emphasize product quality and mechanical development in order to improve the performance and affordability of our products while providing support to our distribution channel and consumers.
We believe our products are designed for safety, quality, reliability, features and performance. To enhance the strength of our brand and drive product demand, our manufacturing facilities and various suppliers emphasize product quality and mechanical development in order to improve the performance and affordability of our products while providing support to our distribution channel and consumers.
American Rebel products keep you concealed and safe inside and outside the home. American Rebel Safes protect your 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 your firearm utilizing American Rebel’s Proprietary Protection Pocket in its backpacks and apparel outside the home.
American Rebel Safes protect your 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 your firearm utilizing American Rebel’s Proprietary Protection Pocket in its backpacks and apparel outside the home.
Pursuant to industry-standard strength tests performed, it more than quadruples the strength of the door opening and provides a more secure and pry-resistant door mounting. Our manufacturer installs a Double-Steel Door Casement™ on our safes.
Pursuant to industry-standard strength tests performed, it more than quadruples the strength of the door opening and provides a more secure and pry-resistant door mounting. We install a Double-Steel Door Casement™ on our safes.
American Rebel Light Beer will launch regionally in early 2024. The Company paid a setup fee and security deposit to Associated Brewing. In late 2023, we established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses and operate the beer business.
American Rebel Light Beer launched regionally in mid-2024. The Company paid a setup fee and security deposit to Associated Brewing. In late 2023, the Company established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold the alcohol licenses and operate the beer business.
We have established plans to grow our business by focusing on three key areas: (1) organic growth and expansion in existing markets; (2) targeted strategic acquisitions that increase our on-premise and online product offerings, distributor and retail footprint and/or have the ability to increase and improve our manufacturing capabilities and output, and (3) expanding the scope of our operation activities to the dispensaries U.S. community.
We have established plans to grow our business by focusing on three key areas: (1) organic growth and expansion in existing markets; (2) targeted strategic acquisitions that increase our on-premise and online product offerings, distributor and retail footprint and/or have the ability to increase and improve our manufacturing capabilities and output, and (3) expanding the scope of our operations through brand licensing.
Key elements of our current model safes’ performance include: Double Plate Steel Door - 4 ½” Thick Reinforced Door Edge – 7/16” Thick Double-Steel Door Casement Steel Walls – 11-Gauge Diameter Door Bolts – 1 ¼” Thick Four-Way Active Boltworks – AR-50(14), AR-40(12), AR-30(10), AR-20(10), AR-15(8), AR-12(8) Diamond-Embedded Armor Plate * Double Plate Steel Door is formed from two U.S.-made steel plates with fire insulation sandwiched inside.
Key elements of some of our current model safes’ performance include: Double Plate Steel Door - 4 ½” Thick Reinforced Door Edge – 7/16” Thick Double-Steel Door Casement Steel Walls – 11-Gauge Diameter Door Bolts – 1 ¼” Thick Four-Way Active Boltworks Diamond-Embedded Armor Plate * Double Plate Steel Door is formed from two U.S.-made steel plates with fire insulation sandwiched inside.
The gun safe industry is experiencing rapid growth and innovation. American Rebel Chief Executive Officer Andy Ross and the rest of the American Rebel team are committed to fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes. 6 Below is a summary of the different safes we offer: i.
The gun safe industry is experiencing rapid growth and innovation. American Rebel Chief Executive Officer Andy Ross and the rest of the American Rebel team are committed to fulfilling the opportunity in the gun safe market and filling the identified void with American Rebel Gun Safes.
If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand. Our website addresses are www.americanrebel.com, www.championsafe.com, www.superiorsafe.com and www.americanrebelbeer.com.
If American Rebel determines a third party has designed, engineered, and manufactured a product that would be a strong addition to the American Rebel catalog of products, American Rebel could license that product from the third-party and sell the licensed product under the American Rebel brand.
We believe we made significant progress in 2022 in the largest growing segment of the safe industry, sales to first-time buyers. We intend to opportunistically pursue the strategies described below to continue our upward trajectory and enhance stockholder value.
We believe we made significant progress in 2024 in the largest growing segment of the safe industry, sales to first-time buyers. We have right-sized our manufacturing operation and made many key design improvements. We intend to opportunistically pursue the strategies described below to continue our upward trajectory and enhance stockholder value.
When we launched our Concealed Carry line of products at the NRA Annual Meeting in Atlanta, GA, in the Spring of 2017, the response from the meeting attendees was overwhelming. We immediately knew the product line resonated with consumers.
The NRA Annual Meeting, a consumer trade show, is a valuable opportunity to meet and greet our final customers. When we launched our Concealed Carry line of products at the NRA Annual Meeting in Atlanta, GA, in the Spring of 2017, the response from the meeting attendees was overwhelming. We immediately knew the product line resonated with consumers.
Targeted Strategic Acquisitions for Long-term Growth We are consistently evaluating and considering acquisition opportunities that fit our overall growth strategy as part of our corporate mission to accelerate long-term value for our stockholders and create integrated value chains.
Targeted Strategic Acquisitions for Long-term Growth We are consistently evaluating and considering acquisition opportunities that fit our overall growth strategy as part of our corporate mission to accelerate long-term value for our stockholders and create integrated value chains. Expanding Scope of Operations Activities through Brand Licensing We continually seek to target new consumer segments for our safes.
Whenever a new firearm is purchased, the owner should look for a way to store and secure it. Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or damaged in a fire or natural disaster.
Storing the firearm in a gun safe will prevent it from being misused by young household members, and it will prevent it from being stolen in a burglary or damaged in a fire or natural disaster.
Our management team reflects a balanced approach to tenure that will allow the board of directors to benefit from a mix of newer members who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our complex business. 8 Our Growth Strategy Our goal is to enhance our position as a designer, producer and marketer of premium safes and personal security products.
Our management team reflects a balanced approach to tenure that will allow the board of directors to benefit from a mix of newer members who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our complex business.
As we believe that safes are becoming a must-have household appliance, we strive to establish authenticity by selling our products to additional groups, and to expand our direct-to-consumer presence through our website and our showroom currently in Lenexa, Kansas. Further, we expect the cannabis dispensary industry to be a material growth segment for our business.
As we believe that safes are becoming a must-have household appliance, we strive to establish authenticity by selling our products to additional groups, and to expand our direct-to-consumer presence through our website and our showroom currently in Lenexa, Kansas. Further, we believe that American Rebel has significant potential for branded products as a lifestyle brand.
Driving demand and awareness of our products to our customers will expand their loyalty to American Rebel and increase each stores’ commitment to our brand. Trade Shows Trade shows have been an important medium to introducing our brand and our products. The NRA Annual Meeting, a consumer trade show, is a valuable opportunity to meet and greet our final customers.
Driving demand and awareness of our products to our customers will expand their loyalty to American Rebel and increase each stores’ commitment to our brand. 10 Trade Shows Trade shows have been an important medium to introducing our brand and our products.
In addition, certain states (such as Massachusetts, California, New York and Connecticut) are starting to legislate new storage requirements in respect of firearms, which is expected to have a positive impact on the sale of safes.
In addition, certain states (such as Massachusetts, California, New York and Connecticut) are starting to legislate new storage requirements in respect of firearms, which is expected to have a positive impact on the sale of safes. 7 We continue to strive to strengthen our relationships and our brand awareness with our current distributors, dealers, manufacturers, specialty retailers and consumers and to attract other distributors, dealers, and retailers.
As the Company grows and seeks out new customers to expand its customer base, direct marketing will be an asset for American Rebel. Chief Executive Officer, Charles A.
As the Company grows and seeks out new customers to expand its customer base, direct marketing will be an asset for American Rebel. Chief Executive Officer, Charles A. Ross, was basically making infomercials to promote his Ross Archery products when he was filming Maximum Archery World Tour during the mid-2000s.
American Rebel T-Shirts Collection American Rebel’s T-shirts collection was created to liberate the spirit of an endless summer inside everyone and to embrace their patriotism. 16 Competition The North American safe industry is dominated by a small number of companies. We compete primarily on the quality, safety, reliability, features, performance, brand awareness, and price of our products.
Competition The North American safe industry is dominated by a small number of companies. We compete primarily on the quality, safety, reliability, features, performance, brand awareness, and price of our products.
Ross have large followings on social media and a dedicated social media campaign will efficiently reach large numbers of potential customers and brand adopters. We will leverage our social media assets to cross-promote locally with independent safe specialty store customers to pull out product through the sales channel.
We will leverage our social media assets to cross-promote locally with independent safe specialty store customers to pull out product through the sales channel.
Our primary competitors include companies such as Liberty Safe, Fort Knox Security Products, American Security, Sturdy Safe Company, Homeland Security Safes, SentrySafe and as well as certain other domestic manufacturers, as well as certain China-based manufactured safes.
Our primary competitors include companies such as Liberty Safe, Fort Knox Security Products, American Security, Sturdy Safe Company, Homeland Security Safes, SentrySafe and as well as certain other domestic manufacturers, as well as certain China-based manufactured safes. Safes manufactured in China, including Steelwater and Alpha-Guardian, have struggled under the import tariffs initiated under the administration of U.S President Donald Trump.
The American Shooting Journal has been very supportive of our business has featured an interview with our Chief Executive Officer in one of past issues of the magazine.
The American Shooting Journal has been very supportive of our business has featured an interview with our Chief Executive Officer in one of past issues of the magazine. Legal Proceedings Various claims and lawsuits, incidental to the ordinary course of our business, may be brought against the Company from time-to-time.
Through our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including our website and e-commerce platforms such as Amazon.com.
Through our growing network of dealers, we promote and sell our products in select regional retailers and local specialty safe, sporting goods, hunting and firearms stores, as well as online, including our website. 4 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.
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. 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 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 you concealed and safe inside and outside the home.
No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years. From time to time, however, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
The Company plans to defend the complaint, while continuing to work with Bank of American on a settlement. From time to time, however, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
Ross, was basically making infomercials to promote his Ross Archery products when he was filming Maximum Archery World Tour during the mid-2000s. 18 Social Media and Thought Leadership A portion of marketing dollars will be directed to social media. American Rebel and Chief Executive Officer Charles A.
Social Media and Thought Leadership A portion of marketing dollars will be directed to social media. American Rebel and Chief Executive Officer Charles A. Ross have large followings on social media and a dedicated social media campaign will efficiently reach large numbers of potential customers and brand adopters.
Removed
Acquisition of Champion Entities On June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc. (“Champion Safe”), Superior Safe, LLC (“Superior Safe”), Safe Guard Security Products, LLC (“Safe Guard”), Champion Safe De Mexico, S.A. de C.V.
Added
Its innovative 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.
Removed
(“Champion Safe Mexico”) and, together with Champion Safe, Superior Safe, Safe Guard, and Champion Safe Mexico, collectively, (the “Champion Entities”) and Mr. Ray Crosby (“Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests of the Champion Entities from the Seller.
Added
Our Growth Strategy Our goal is to enhance our position as a designer, producer and marketer of premium safes and personal security products.
Removed
This transaction was completed on July 29, 2022.
Added
If creating a new product is the best path to growing the business, we will create a new product. American Rebel Light Beer capitalizes on the American Rebel brand and presents an exceptional product. American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel.
Removed
We included the Champion Entities assets and liabilities as of that date and the subsequent financial activity through the date of this Annual Report in our consolidated financial statements which consist of the consolidated balance sheets, consolidated statement of operations, consolidated statement of stockholders’ equity (deficit) and consolidated statement of cash flows (the “Consolidated Financial Statements”).
Added
With approximately 100 calories, 3.2 carbohydrates, and 4.3% alcoholic content per 12 oz serving, American Rebel Light Beer delivers a lighter option for those who love great beer but prefer a more balanced lifestyle. It’s all natural with no added supplements and importantly does not use corn, rice, or other sweeteners typically found in mass produced beers.
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The Champion Entities have been fully integrated with our existing operations and are under the full control of our management team. The closing occurred on July 29, 2022.
Added
Initial response to America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer has been very strong. 8 Our website addresses are www.americanrebel.com, www.championsafe.com, www.superiorsafe.com and www.americanrebelbeer.com. Information available on our websites is not incorporated by reference in and is not deemed a part of this Annual Report, Form 10-K.
Removed
Under the terms of the Champion Purchase Agreement, the Company paid the Seller (i) cash consideration in the amount of $9,150,000, along with (ii) cash deposits previously of $350,000, and (iii) reimbursement to the Seller for $397,420 of agreed upon acquisitions and equipment purchases completed by the Seller and the Champion Entities since June 30, 2021.
Added
On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products.
Removed
In addition to the direct payments to the Seller during the year ended December 31, 2022, the Company paid certain costs on behalf of and associated with the acquisition of Champion and its integration totaling $350,000; $200,000 was paid to our investment banker in analyzing the acquisition and purchase of Champion as well as $150,000 was paid to Champion’s independent PCAOB registered accounting firm to conduct their two years of audit and subsequent interim review reports to be filed with the SEC in our Annual Report and other forms with the SEC.
Added
As of the date of this Report, the complaint has not been served on the Company or Champion Safe.
Removed
During the year ended December 31, 2023 the Company received a claim for refund or right of repayment from the Seller of the Champion Entities with respect to the CARES Act tax credit income the Company received.
Added
In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty.
Removed
The Company during the year settled the matter with the Seller and agreed to pay an additional $325,000 to the Seller as part of its purchase price. This increased the overall purchase price of the Champion Entities by an additional $325,000.
Added
Management believes that this lawsuit 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.
Removed
Large Safes – our current large model safe collection consists of six premium safes. All of our large safes share the same high-quality workmanship, are constructed out of 11-gauge U.S.-made steel and feature a double plate steel door, double-steel door casements and reinforced door edges.
Added
As reported by the Company in the Form 8-K dated August 7, 2024, during February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America. The credit facility is secured by all the assets of the Company’s Champion subsidiaries and guaranteed by the Company, the Champion subsidiaries and the Company’s CEO.
Removed
Each of these safes provide up to 75 minutes of fire protection at 1200 degrees Fahrenheit. Our safes offer a fully adjustable interior to fit our customers’ needs. Depending on the model, one side of the interior may have shelves and the other side set up to accommodate long guns.
Added
The Line of Credit expired on February 28, 2024, but the Company and Champion Safe Company have been actively working with the bank to extend or modify the credit facility.
Removed
There are optional additions such as Rifle Rod Kits and Handgun Hangers to increase the storage capacity of the safe. These large safes offer greater capacity for secure storage and protection, and our safes are designed to prevent unauthorized access, including in the event of an attempted theft, natural disaster or fire.
Added
Despite being current on all payments under the credit facility and actively working with the bank for a long-term solution to repay the credit facility, on July 25, 2024, Champion Safe Company received a notice of default and demand for payment from the bank.
Removed
We believe that a large, highly visible safe acts as a deterrent to any prospective thief. ii. Personal Safes – the safes in our compact safe collection are easy to operate and carry as they fit into briefcases, desks or under vehicle seats.
Added
On March 21, 2025, Bank of America filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries (Champion Safe Company, Inc., American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC) alleging four causes of action related to the credit facility: (i) Breach of the Loan Documents – Champion Safe; (ii) Breach of the Loan Documents – Guarantors (the Company, American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC); (iii) Breach of the Implied Covenant of Good Faith and Fair Dealing – all parties; and (iv) Unjust Enrichment – Champion Safe.
Removed
These personal safes meet Transportation Security Administration (“TSA”) airline firearm guidelines and fit comfortably in luggage when required by travel regulations. iii. Vault Doors – our U.S.-made vault doors combine style with theft and fire protection for a look that fits any decor.
Removed
Newly-built, higher-end homes often add vault rooms and we believe our vault doors, which we designed to facilitate secure access to such vault rooms, provide ideal solutions for the protection of valuables and shelter from either storms or intruders.
Removed
Whether it’s in the context of a safe room, a shelter, or a place to consolidate valuables, our American Rebel in- and out-swinging vault doors provide maximum functionality to facilitate a secure vault room.
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American Rebel vault doors are constructed of 4 ½” double steel plate thickness, A36 carbon steel panels with sandwiched fire insulation, a design that provides greater rigidity, security and fire protection.
Removed
Active boltworks, which is the locking mechanism that bolts the safe door closed so that it cannot be pried open and three external hinges that support the weight of the door, are some of the features of the vault door.
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For safety and when the door is used for a panic or safe room, a quick release lever is installed inside the door. iv. Dispensary Safes - our HG-INV Inventory Safe, a safe tailor-made for the cannabis community, provides cannabis and horticultural plant home growers a reliable and safe solution to protect their inventory.
Removed
Designed with medical marijuana or recreational cannabis dispensaries in mind and increasing governmental and insurance industry regulation to lock inventory after hours, we believe our HG-INV Inventory Safe delivers a high-level user experience. Upcoming Product Offerings To further complement our diverse product offerings, we intend to introduce additional products in 2024 and 2025.
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Below is a summary of potential upcoming product offerings: i. Biometrics Safes – we intend to introduce a line of handgun boxes with biometrics, Wi-Fi and Bluetooth technologies.
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These Biometric Safes have been designed, engineered and are ready for production. ii. 2A Lockers – we have developed a unique steel lockbox with a 5-point locking mechanism to provide a secure place to lock up ammunition and other items that may not require the safety and security of a safe, but prevents unauthorized access.
Removed
We believe there is a strong market for this product that is priced between $349 - $449 depending on the model. iii. Wall Safes – wall safes can be easily hidden and provide “free” storage space since they are able to be tucked into the space between your wall and studs. iv.
Removed
Economy Safe Line – we are exploring enhancing our safe line through the introduction of entry level safes built in North America to compete with other safes imported from overseas. 7 In addition to introducing additional products to add to our existing lines, we are actively seeking acquisition opportunities to diversify our product offerings and enhance stockholder value.
Removed
To this extent, the FBI’s National Instant Criminal Background Check System (NICS), which we believe serves as a proxy for gun sales since a background check is generally needed to purchase a firearm, reported a record number of background checks in 2020, 39,695,315. The prior annual record for background checks was 2019’s 28,369,750.
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In 2021, there were 38,876,673 background checks conducted, similar to that of 2020’s annual record which was 40% higher than the previous annual record in 2019.
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While we do not expect this increase in background checks to necessarily translate to an equivalent number of additional safes purchased, we do believe it might be an indicator of the increased demand in the safe market.
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We continue to strive to strengthen our relationships and our brand awareness with our current distributors, dealers, manufacturers, specialty retailers and consumers and to attract other distributors, dealers, and retailers.
Removed
Champion Safe Combined Group On June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc., Superior Safe, LLC, Safe Guard Security Products, LLC, Champion Safe De Mexico, S.A. de C.V. (the “Champion Entities”, “Champion Safe Combined Group” or “Champion”) and Mr.
Removed
Ray Crosby (the “Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests of the Champion Entities from the Seller. The closing occurred on July 29, 2022 (see Recent Events described above). “Champion Safe Combined Group” consists of Champion Safe Co., Inc.
Removed
(“Champion Safe”) a Utah corporation, Superior Safe, LLC (“Superior Safe”) a Utah limited liability company, Safe Guard Security Products, LLC (“Safe Guard”) a Utah limited liability company, Champion Safe De Mexico, S.A. de C.V. (“Champion Safe Mexico”) a corporation duly organized and existing under the laws of Mexico.
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Each of these entities is under common control and ownership by American Rebel Holdings, Inc. Champion Safe Combined Group develops and sells branded products in the safe storage product using a wholesale distribution network, utilizing personal appearances, musical venue performances, as well e-commerce and television. Champion Safe Combined Group’s products are marketed under the Champion, Superior and Safe Guard brands.
Removed
Champion Safe Combined Group promotes and sells its safe and storage products through a growing network of dealers, in select regional retailers and local specialty safe, sporting goods, hunting and firearms retail outlets, as well as through online avenues, including website and e-commerce platforms.
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Champion Safe Combined Group sells its products under the Champion Safe Co., Superior Safe Company and Safe Guard Safe Co. brands. 10 Based in Provo, Utah and founded in 1999, Champion Safe is what we believe to be one of the premier designers, manufacturers and marketers of home and gun safes in North America.
Removed
Champion Safe Co. has three safe lines, which we believe feature some of the most secure and highest quality gun safes. We operate Champion Safe in the same manner as it was operated pre-acquisition. Champion Safe, Superior Safe and Safe Guard Security Products are valuable and prominent identifiable brands in the safe industry.
Removed
We have begun to expand our manufacturing throughput to fill the significant backlog of orders and aggressively open new dealer accounts. Champion Safe Company and its management will shift its emphasis to growing revenue and increasing profitability of the combined businesses. We believe that the combined company will benefit greatly from access to former Champion founder Mr. Crosby. Mr.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

77 edited+101 added−20 removed154 unchanged
Biggest changeThe future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
Biggest changeWe have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.
Under such circumstances, if and when a trading market for our various securities (besides our Common Stock and certain Common Stock Purchase Warrants) is established, the trading price of these securities could decline, and you may lose all or part of your investment. 19 OUR SECURITIES INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE.
Under such circumstances, if and when a trading market for our various securities (besides our Common Stock and certain Common Stock Purchase Warrants) is established, the trading price of these securities could decline, and you may lose all or part of your investment. OUR SECURITIES INVOLVE A HIGH DEGREE OF RISK AND, THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE.
To sustain long-term growth, we must continue to successfully promote our products to consumers, as well as other individuals, who value and identify with our brand. Ineffective marketing, negative publicity, product diversion to unauthorized distribution channels, product or manufacturing defects, and those and other factors could rapidly and severely diminish customer confidence in us.
To sustain long-term growth, we must continue to successfully promote our products to consumers, as well as other individuals, who value and identify with our brand. 18 Ineffective marketing, negative publicity, product diversion to unauthorized distribution channels, product or manufacturing defects, and those and other factors could rapidly and severely diminish customer confidence in us.
These interim fluctuations could adversely affect the market price of our common stock. If we finance any future acquisitions in whole or in part through the issuance of common stock or securities convertible into or exercisable for common stock, existing stockholders will experience dilution in the voting power of their common stock and earnings per share could be negatively impacted.
These interim fluctuations could adversely affect the market price of our common stock. 25 If we finance any future acquisitions in whole or in part through the issuance of common stock or securities convertible into or exercisable for common stock, existing stockholders will experience dilution in the voting power of their common stock and earnings per share could be negatively impacted.
We may take advantage of these reporting exemptions until we are no longer a smaller reporting company. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, could drop significantly.
We may take advantage of these reporting exemptions until we are no longer a smaller reporting company. 27 If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, could drop significantly.
If our revenues do not increase to a level to support our working capital needs, we will be forced to seek equity capital to fund our operations and repay our substantial debt balances, which may not be available to us on acceptable terms or at all. 27 Product defects could adversely affect the results of our operations.
If our revenues do not increase to a level to support our working capital needs, we will be forced to seek equity capital to fund our operations and repay our substantial debt balances, which may not be available to us on acceptable terms or at all. Product defects could adversely affect the results of our operations.
The Series A Preferred Stock was issued prior to these shareholder approval limitations. While we have completed several capital raises utilizing multiple financial institutions, we may attempt to raise additional capital by returning to the market to sell shares of common or preferred stock, possibly at a deep discount to the market price of our common stock.
The Series A Preferred Stock was issued prior to these shareholder approval limitations. 28 While we have completed several capital raises utilizing multiple financial institutions, we may attempt to raise additional capital by returning to the market to sell shares of common or preferred stock, possibly at a deep discount to the market price of our common stock.
Additionally, other series of preferred stock, besides our Series C Preferred Stock, currently being offered, may carry the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock, superior voting or conversion rights and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
Additionally, other series of preferred stock, besides our Series C and D Preferred Stock, currently being offered, may carry the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock, superior voting or conversion rights and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
No assurances can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise. We may not be able to maintain a listing of our common stock on the Nasdaq Capital Market.
No assurances can be made that we will not become a target of such commentary and declines in the market price of our common stock will not occur in the future, in connection with such commentary by short sellers or otherwise. 29 We may not be able to maintain a listing of our common stock on the Nasdaq Capital Market.
We also have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares. 36 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We also have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
ITEM 1A. Risk Factors The following risk factors should be considered in connection with an evaluation of our business: In addition to other information in this Annual Report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.
ITEM 1A. Risk Factors The following risk factors should be considered in connection with an evaluation of our business: 11 In addition to other information in this Annual Report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.
We have not been profitable and cannot predict when or if we will achieve profitability. We have experienced net losses since our inception in December 2014. We cannot predict when we will achieve profitability, if ever. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations.
We have not been profitable and cannot predict when or if we will achieve profitability. We have experienced net losses since our inception in December 2014. 19 We cannot predict when we will achieve profitability, if ever. Our inability to become profitable may force us to curtail or temporarily discontinue our research and development programs and our day-to-day operations.
Our inability to adequately respond to these risks and uncertainties or to successfully maintain and expand our direct-to-consumer business may have an adverse impact on our business and operating results. 26 We sell products that create exposure to potential product liability, warranty liability, or personal injury claims and litigation.
Our inability to adequately respond to these risks and uncertainties or to successfully maintain and expand our direct-to-consumer business may have an adverse impact on our business and operating results. We sell products that create exposure to potential product liability, warranty liability, or personal injury claims and litigation.
Our executive officers and directors, and their affiliated entities, although they own an insignificant percentage of our common stock, super voting preferred stock will allow them to be able to exert significant control over matters subject to stockholder approval. Our executive officers and directors beneficially own only approximately 1% of our common stock.
Our executive officers and directors, and their affiliated entities, although they own an insignificant percentage of our common stock, hold super voting preferred stock will allow them to be able to exert significant control over matters subject to stockholder approval. Our executive officers and directors beneficially own only approximately 1% of our common stock.
If reviews of our products are negative, or less positive as compared to those of our competitors, our brand may be adversely affected and our results of operations materially harmed. 24 We have a limited operating history on which you can evaluate our company.
If reviews of our products are negative, or less positive as compared to those of our competitors, our brand may be adversely affected and our results of operations materially harmed. We have a limited operating history on which you can evaluate our company.
The loss of our Chief Executive Officer, whose knowledge, leadership and industry reputational upon which we rely, could harm our ability to execute our business plan. We are highly dependent on Charles A. Ross, our Chief Executive Officer, Chairman of our board of directors (the “Board” or “Board of Directors”) and largest stockholder.
The loss of our Chief Executive Officer, whose knowledge, leadership and industry reputation upon which we rely, could harm our ability to execute our business plan. We are highly dependent on Charles A. Ross, our Chief Executive Officer, Chairman of our board of directors (the “Board” or “Board of Directors”) and largest stockholder.
We may incur substantial additional indebtedness in the future, although certain terms of current debt agreements prohibit us from doing so. To the extent that we incur additional indebtedness, the risks associated with its substantial indebtedness describe above, including its possible inability to service its debt, will increase.
We may incur substantial additional indebtedness in the future, although certain terms of current debt agreements prohibit us from doing so. To the extent that we incur additional indebtedness, the risks associated with its substantial indebtedness described above, including its possible inability to service its debt, will increase.
Our business and supply chain may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the outbreak of COVID-19).
Our business and supply chain may be adversely affected by instability, disruption or destruction in a geographic region in which it operates, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest, and natural or manmade disasters, including famine, food, fire, earthquake, storm or pandemic events and spread of disease (including the pandemics similar to the outbreak of COVID-19).
Further, travel restrictions and protective measures against COVID-19 could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the highly skilled personnel we need for our operations.
Further, travel restrictions and protective measures against pandemics similar to COVID-19 could cause us to incur additional unexpected labor costs and expenses or could restrain our ability to retain the highly skilled personnel we need for our operations.
Charles A. Ross, Jr., Doug E. Grau and Corey Lambrecht), and have superior voting rights of 1,000 to 1 over shares of our common stock, resulting in nearly 96% of the available stockholder votes, and are convertible (subject to vesting requirements) at a ratio of 500 to 1 into shares of common stock.
Charles A. Ross, Jr., Doug E. Grau and Corey Lambrecht), and have superior voting rights of 1,000 to 1 over shares of our common stock, resulting in over 98% of the available stockholder votes, and are convertible (subject to vesting requirements) at a ratio of 500 to 1 into shares of common stock.
While we are currently in a capital raise utilizing our Series C Preferred Stock, we do not believe that the terms of the offering are at a deep discount.
While we are currently in a capital raise utilizing our Series C and D Preferred Stock, we do not believe that the terms of the offering are at a deep discount.
We estimate these costs to be in excess of $200,000 per year and may be higher if our business volume or business activity increases significantly.
We estimate these costs to be in excess of $1,000,000 per year and may be higher if our business volume or business activity increases significantly.
We must meet certain financial and liquidity criteria to maintain the listing of our common stock on the Nasdaq Capital Market (“Nasdaq”). If we violate the Nasdaq’s listing requirements or fail to meet its listing standards, our common stock may be delisted.
We must meet certain financial and liquidity criteria to maintain the listing of our common stock on the Nasdaq. If we violate the Nasdaq’s listing requirements or fail to meet its listing standards, our common stock may be delisted.
Such funding sources may not be available, or the terms of such funding sources may not be acceptable to us. 25 We will need additional capital and continued access to operating lines of credit in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.
We will need additional capital and continued access to operating lines of credit in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.
The beer categories within the United States are highly competitive due to the participation of large domestic and international brewers in the categories and the increasing number of craft brewers and craft distilleries, who distribute similar beers we plan on selling and that have similar pricing and target drinkers.
The beer categories within the United States are highly competitive due to the participation of large domestic and international brewers in the categories and the increasing number of craft brewers and craft distilleries, who distribute similar beers we sell and that have similar pricing and target drinkers.
These risks may materially adversely affect our ability to pursue our acquisition strategy successfully and materially adversely affect our financial condition, business and results of operations. The industry in which we operate is competitive, price sensitive and subject to risks of governmental regulations or laws.
These risks may materially adversely affect our ability to pursue our acquisition strategy successfully and materially adversely affect our financial condition, business and results of operations. The industries in which we operate are competitive, price sensitive and subject to risks of governmental regulations or laws.
Moreover, the introduction of new products by competitors that compete directly with our intended products or that diminish the importance of our anticipated products to retailers or distributors may have a material adverse effect on our business and financial results.
Moreover, the introduction of new products by competitors that compete directly with our first beer and future products or that diminish the importance of our anticipated products to retailers or distributors may have a material adverse effect on our business and financial results.
Our Second Amended and Restated Articles of Incorporation authorizes our board of directors to issue up to 600,000,000 shares of common stock and up to 10,000,000 shares of preferred stock, of which we have designated 150,000 shares as Series A – Super Voting Convertible Preferred Stock (“Series A Preferred Stock”) (125,000 of which were issued to three members of management, Messrs.
Our Second Amended and Restated Articles of Incorporation authorizes our board of directors to issue up to 600,000,000 shares of common stock and up to 10,000,000 shares of preferred stock, of which we have designated 150,000 shares as Series A – Convertible Preferred Stock (“Series A Preferred Stock”) (124,812 of which were issued to three members of management, Messrs.
However, as referenced above, we issued 125,000 shares of the Series A Preferred Stock to three members of our executive management team, Messrs. Charles A. Ross, Jr., Corey Lambrecht and Doug E. Grau, which have superior voting rights of 1,000 to 1 over shares of our common stock, resulting in nearly 96% of the current available stockholder votes.
However, as referenced above, we issued 124,812 shares of the Series A Preferred Stock to three members of our executive management team, Messrs. Charles A. Ross, Jr., Corey Lambrecht and Doug E. Grau, which have superior voting rights of 1,000 to 1 over shares of our common stock, resulting in over 98% of the current available stockholder votes.
Currently it is not possible to predict the impact of this on sales of alcohol, but it is possible that legal marijuana usage could adversely impact the demand for our products. We anticipate being dependent on distributors.
Currently it is not possible to predict the impact of this on sales of alcohol, but it is possible that legal marijuana usage could adversely impact the demand for our products. 13 We are dependent on distributors.
In addition, we believe that factors such as our operating results, quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets, including as the result of the COVID-19 pandemic, could cause the price of our common stock to fluctuate substantially.
In addition, we believe that factors such as our operating results, quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially.
Existing laws may be affected by future judicial rulings and interpretations firearm products, ammunition, and safe gun storage. If such restrictive changes to legislation develop, we could find it difficult, expensive, or even impossible to comply with them, impeding new product development and distribution of existing products.
Existing laws may be affected by future judicial rulings and interpretations firearm products, ammunition, and safe gun storage. If such restrictive changes to legislation develop, we could find it difficult, expensive, or even impossible to comply with them, impeding new product development and distribution of existing products. A majority of our safes are built in Mexico.
Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of December 31, 2023, we had an accumulated deficit of $45,213,594. We have limited financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern .
Furthermore, there can be no assurance that profitability, if achieved, can be sustained on an ongoing basis. As of December 31, 2024, we had an accumulated deficit of $64,491,550. We have limited financial resources. Our independent registered auditor’s report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern .
We have until April 15, 2024, which is 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance.
The Company had until April 15, 2024, which was 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq accepted the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance.
In addition to potential damage to our reputation and brand, failure by us or our business partners to comply with the various applicable laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in litigation, civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements and have an adverse impact on our business and financial results.
In addition to potential damage to our reputation and brand, failure by us or our business partners to comply with the various applicable laws and regulations, as well as changes in laws and regulations or the manner in which they are interpreted or applied, may result in litigation, civil and criminal liability, damages, fines and penalties, increased cost of regulatory compliance and restatements of our financial statements and have an adverse impact on our business and financial results. 26 Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Net operating loss carryforwards are available to reduce future taxable income. Federal net operating losses generated before 2018 will begin to expire in 2032. Federal net operating losses generated in and after 2018 may be carried forward indefinitely. The expiration of state NOL carryforwards vary by state and begin to expire in 2024.
Federal net operating losses generated before 2018 will begin to expire in 2032. Federal net operating losses generated in and after 2018 may be carried forward indefinitely. The expiration of state NOL carryforwards vary by state and begin to expire in 2024.
The validity and breadth of claims covered in technology patents involve complex legal and factual questions, and the resolution of such claims may be highly uncertain, and expensive. In addition, our patents may be held invalid upon challenge, or others may claim rights in or ownership of our patents.
The validity and breadth of claims covered in technology patents involve complex legal and factual questions, and the resolution of such claims may be highly uncertain, and expensive. In addition, our patents may be held invalid upon challenge, or others may claim rights in or ownership of our patents. Company owned trademarks are listed under the heading Intellectual Property.
On February 28, 2024, we received a written notice from Nasdaq stating that because we have not yet held an annual meeting of shareholders within 12 months of the end of our 2022 fiscal year end, we no longer comply with Nasdaq Listing Rule 5620(a) for continued listing on Nasdaq.
On February 28, 2024 the Company received a written notice from Nasdaq stating that because the Company has not yet held an annual meeting of shareholders within 12 months of the end of the Company’s 2022 fiscal year end, it no longer complies with Nasdaq Listing Rule 5620(a) for continued listing on The Nasdaq Capital Market.
Accordingly, these stockholders who are members of management may, as a practical matter, continue to be able to control the election of a majority of our directors and the determination of all corporate actions after these offerings and any future offerings.
Accordingly, these stockholders who are members of management may, as a practical matter, continue to be able to control the election of a majority of our directors and the determination of all corporate actions after these offerings and any future offerings. This concentration of ownership could delay or prevent a change in control of us.
As a result, they may be able to devote greater resources to the promotion and sale of products, to invest more funds in intellectual property and product development, to negotiate lower prices for raw materials and components, to deliver competitive products at lower prices, and to introduce new products and respond to consumer requirements more quickly than we can.
As a result, they may be able to devote greater resources to the promotion and sale of products, to invest more funds in intellectual property and product development, to negotiate lower prices for raw materials and components, to deliver competitive products at lower prices, and to introduce new products and respond to consumer requirements more quickly than we can. 17 Our competitors could introduce products with superior features at lower prices than our products and could bundle existing or new products with other more established products to compete with us.
Unforeseen expenses, difficulties, and delays frequently encountered in connection with expansion through acquisitions could inhibit our growth and negatively impact our operating results. 29 Our ability to complete acquisitions that we desire to make will depend upon various factors, including the following: ● the availability of suitable acquisition candidates at attractive purchase prices; ● the ability to compete effectively for available acquisition opportunities; ● the availability of cash resources, borrowing capacity, or stock at favorable price levels to provide required purchase prices in acquisitions; ● the ability of management to devote sufficient attention to acquisition efforts; and ● the ability to obtain any requisite governmental or other approvals.
Our ability to complete acquisitions that we desire to make will depend upon various factors, including the following: ● the availability of suitable acquisition candidates at attractive purchase prices; ● the ability to compete effectively for available acquisition opportunities; ● the availability of cash resources, borrowing capacity, or stock at favorable price levels to provide required purchase prices in acquisitions; ● the ability of management to devote sufficient attention to acquisition efforts; and ● the ability to obtain any requisite governmental or other approvals.
Due to the substantial uncertainty related to the effects of the pandemic, its duration and the related market impacts, including the economic stimulus activity, we are unable to predict the specific impact the pandemic and related restrictions (including the lifting or re-imposing of restrictions due to the Omicron variant or otherwise) will have on our results of operations, liquidity or long-term financial results.
Due to the substantial uncertainty related to the effects of the pandemic, its duration and the related market impacts, including the economic stimulus activity, we are unable to predict the specific impact the pandemic and related restrictions (including the lifting or re-imposing of restrictions due to the Omicron variant or otherwise) will have on our results of operations, liquidity or long-term financial results. 24 The costs of being a public company could result in us being unable to continue as a going concern.
In the United States, where we intend for our beer to be sold, we anticipate selling most of its beer to independent beer distributors for distribution to retailers and, ultimately, to drinkers. Although we intend to engage multiple distributors, sustained growth will require us to maintain such relationships and possibly enter into agreements with additional distributors.
In the United States, where our beer is currently sold only in a limited number of states, we are selling most of our beer to independent beer distributors for distribution to retailers and, ultimately, to drinkers. Although we have engaged multiple distributors, sustained growth will require us to maintain such relationships and possibly enter into agreements with additional distributors.
We may be required to rely on further debt financing, further loans from related parties, and private placements of our common and preferred stock for our additional cash needs.
We may be required to rely on further debt financing, further loans from related parties, and private placements of our common and preferred stock for our additional cash needs. Such funding sources may not be available, or the terms of such funding sources may not be acceptable to us.
As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. 33 Our common stock may be affected by limited trading volume and our share price may be volatile, which could adversely impact the value of our common stock.
As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.
In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.
Throughout 2024 and continuing into 2025, we have raised a substantial amount of debt to fund our operations. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.
The ability of our Board to issue preferred stock could make it more difficult, delay, discourage, prevent or make it costlier to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the value of our securities.
The ability of our Board to issue preferred stock could make it more difficult, delay, discourage, prevent or make it costlier to acquire or effect a change-in-control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the value of our securities. 31 We do not anticipate that we will pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
Retailers also demand that suppliers reduce their prices on products, which could lead to lower margins. Any of the foregoing effects could cause our sales to decline, which would harm our financial position and results of operations. 23 Our ability to compete successfully depends on a number of factors, both within and outside our control.
Any of the foregoing effects could cause our sales to decline, which would harm our financial position and results of operations. Our ability to compete successfully depends on a number of factors, both within and outside our control.
As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States. 20 The domestic beer industry, other than the market for High End beer occasions and Beyond Beer occasions, has experienced a decline in shipments over the last ten years.
As an outgrowth of these concerns, the possibility exists that advertising by beer producers could be restricted, that additional cautionary labeling or packaging requirements might be imposed, that further restrictions on the sale of alcohol might be imposed or that there may be renewed efforts to impose increased excise or other taxes on beer sold in the United States.
These events pose significant risks to our personnel and to physical facilities, transportation and operations, which could materially adversely affect our financial results. 28 Any significant disruption to communications and travel, including travel restrictions and other potential protective quarantine measures against COVID-19 or other public health crisis by governmental agencies, could make it difficult for us to deliver goods services to its customers.
Any significant disruption to communications and travel, including travel restrictions and other potential protective quarantine measures against pandemics similar to COVID-19 or other public health crisis by governmental agencies, could make it difficult for us to deliver goods services to its customers.
Our second amended and restated articles of incorporation authorizes our Board to issue up to a certain number of shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board without further action by the stockholders.
The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our Board without further action by the stockholders.
If our distribution agreements are terminated, we may not be able to enter into new distribution agreements on substantially similar terms, which may result in an increase in the costs of distribution.
If our distribution agreements are terminated, we may not be able to enter into new distribution agreements on substantially similar terms, which may result in an increase in the costs of distribution. No assurance can be given that we will be able to establish or maintain a distribution network or secure additional distributors on terms favorable to us.
However, we have not yet located a suitable supplier and, even if we are able to do so, there is no guarantee that our manufacturing process will scale to produce our products in quantities sufficient to meet demand.
However, we have not yet located a suitable supplier and, even if we are able to do so, there is no guarantee that our manufacturing process will scale to produce our products in quantities sufficient to meet demand. 22 An inability to expand our e-commerce business and sales organization to effectively address existing and new markets that we intend to target could reduce our future growth and impact our business and operating results.
In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis. The sales of our safes are dependent in large part on the sales of firearms.
In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis. Our financial results may be affected by tariffs or border adjustment taxes or other import restrictions.
We market safes and other personal security products for sale to a wide variety of consumers. Although our customer base is large and diverse, and our products serve our customers’ different needs, our products have been particularly popular among collectors, hunters, sportsmen, competitive shooters, and gun enthusiasts.
Although our customer base is large and diverse, and our products serve our customers’ different needs, our products have been particularly popular among collectors, hunters, sportsmen, competitive shooters, and gun enthusiasts. The sale of safe firearms storage and security components is influenced by the sale and usage of firearms.
More recently in 2021 and into 2022, large non-alcoholic beverage companies including Coca-Cola Company (“Coke”), Pepsi and Monster Beverage Corporation (“Monster”) have begun to enter these markets through licensing agreements with alcoholic beverage companies to develop alcohol versions of existing traditional non-alcohol brands.
Also, in the last several years, both AB InBev and Molson Coors have introduced numerous new hard seltzers and purchased multiple regional craft breweries and craft distilleries with the intention to expand the capacity and distribution of these brands. 12 More recently in 2021 and into 2022, large non-alcoholic beverage companies including Coca-Cola Company (“Coke”), Pepsi and Monster Beverage Corporation (“Monster”) have begun to enter these markets through licensing agreements with alcoholic beverage companies to develop alcohol versions of existing traditional non-alcohol brands.
In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports.
We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis.
This concentration of ownership could delay or prevent a change in control of us. 35 Certain provisions of our second amended and restated articles of incorporation may make it more difficult for a third party to effect a change-of-control.
Certain provisions of our second amended and restated articles of incorporation may make it more difficult for a third party to effect a change-of-control. Our second amended and restated articles of incorporation authorizes our Board to issue up to a certain number of shares of preferred stock.
Our competitors could gain market share by acquiring or forming strategic alliances with other competitors. Finally, we may face additional sources of competition in the future because new distribution methods offered by the Internet and electronic commerce have removed many of the barriers to entry historically faced by start-up companies.
Finally, we may face additional sources of competition in the future because new distribution methods offered by the Internet and electronic commerce have removed many of the barriers to entry historically faced by start-up companies. Retailers also demand that suppliers reduce their prices on products, which could lead to lower margins.
Company owned trademarks are listed under the heading Intellectual Property on page 20. 31 We are subject to the periodic reporting requirements of Section 15(d) and 12(g) of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports.
We are subject to the periodic reporting requirements of Section 15(d) and 12(g) of the Exchange Act that require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.
We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims. Our products support the use and access to firearms and if our products are ineffective, we could require protection against potential product liability claims.
If our products fail to adequately perform to meet the customer’s expectations, the customer may demand refunds or replacements which will negatively affect our profitability. 23 We could be exposed to significant liability claims if we are unable to obtain insurance at acceptable costs and adequate levels or otherwise protect ourselves against potential product liability claims.
We are a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock. We are a smaller reporting company and will be exempt from certain disclosure requirements, which could make our common stock less attractive to potential investors.
The future success of our online operations depends on our ability to use our marketing resources to communicate with existing and potential customers. We face competitive pressure to offer promotional discounts, which could impact our gross margin and increase our marketing expenses.
We face competitive pressure to offer promotional discounts, which could impact our gross margin and increase our marketing expenses.
Our competitors could introduce products with superior features at lower prices than our products and could bundle existing or new products with other more established products to compete with us. Certain of our competitors may be willing to reduce prices and accept lower profit margins to compete with us.
Certain of our competitors may be willing to reduce prices and accept lower profit margins to compete with us. Our competitors could gain market share by acquiring or forming strategic alliances with other competitors.
We may not properly anticipate customer applications of our products and our products may fail to survive such unanticipated customer use. If our products fail to adequately perform to meet the customer’s expectations, the customer may demand refunds or replacements which will negatively affect our profitability.
We may not properly anticipate customer applications of our products and our products may fail to survive such unanticipated customer use.
We will not be profitable unless we can demonstrate that our products can be manufactured at low prices. To date, we have manufactured our products in limited volume. As we create demand for our products, our projections require the benefit of volume discounts as we increase the size of our order.
As we create demand for our products, our projections require the benefit of volume discounts as we increase the size of our order.
The rapidly growing interest in new concealed carry products that this rapidly growing market may attract the attention of government regulators and legislators.
The rapidly growing interest in new concealed carry products that this rapidly growing market may attract the attention of government regulators and legislators. The current trend in legislation is to roll back or minimize access to firearms restrictions, but there can be no assurance that this trend will continue.
Quality issues experienced by third party suppliers can adversely affect the quality and effectiveness of our products and result in liability and reputational harm. 22 We do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs.
Sales of firearms are influenced by a variety of economic, social, and political factors, which may result in volatile sales. We do not have long-term purchase commitments from our customers, and their ability to cancel, reduce, or delay orders could reduce our revenue and increase our costs.
There can be no assurance that an active trading market in our common stock can be maintained.
Our common stock may be affected by limited trading volume and our share price may be volatile, which could adversely impact the value of our common stock. There can be no assurance that an active trading market in our common stock can be maintained.
No assurance can be given that we will be able to establish or maintain a distribution network or secure additional distributors on terms favorable to us. 21 RISKS RELATED TO THE SAFE INDUSTRY As a significant portion of our revenues is derived by demand for our safes and personal security products for firearms storage purposes, we depend on the availability and regulation of firearm/ammunition storage, as well as various economic, social and political factors.
Also, our inventory may become obsolete as we introduce new products, cease to produce old products or modify the design of our products’ packaging, which would increase our operating losses and negatively impact our results of operations. 15 RISKS RELATED TO THE SAFE INDUSTRY As a significant portion of our revenues is derived by demand for our safes and personal security products for firearms storage purposes, we depend on the availability and regulation of firearm/ammunition storage, as well as various economic, social and political factors.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited. As of December 31, 2023, and December 31, 2022, we continue to have net operating loss carryforwards, or “NOLs”, for federal and state income tax purposes of $45,213,594 and $34,112,810, respectively, which begins to expire in 2032.
As of December 31, 2024 and December 31, 2023, we continue to have net operating loss carryforwards, or “NOLs”, for federal and state income tax purposes of $64,393,753 and $46,789,389, respectively, which begin to expire in 2032. Net operating loss carryforwards are available to reduce future taxable income.
The current trend in legislation is to roll back or minimize access to firearms restrictions, but there can be no assurance that this trend will continue. 30 RISKS RELATED TO OUR LEGAL AND REGULATORY ENVIRONMENT Failure to comply with applicable laws and changing legal and regulatory requirements could harm our business and financial results.
RISKS RELATED TO OUR LEGAL AND REGULATORY ENVIRONMENT Failure to comply with applicable laws and changing legal and regulatory requirements could harm our business and financial results.
An inability to expand our e-commerce business and sales organization to effectively address existing and new markets that we intend to target could reduce our future growth and impact our business and operating results. Consumers are increasingly purchasing products online. We operate a direct-to-consumer e-commerce store to maintain an online presence with our end users.
Consumers are increasingly purchasing products online. We operate a direct-to-consumer e-commerce store to maintain an online presence with our end users. The future success of our online operations depends on our ability to use our marketing resources to communicate with existing and potential customers.
Changes in public attitudes and drinker tastes could harm our business. Regulatory changes in response to public attitudes could adversely affect our business.
For example, the beer markets in the U.S. have long consisted of a select number of significant market participants with government-regulated routes to market. Changes in public attitudes and drinker tastes could harm our business. Regulatory changes in response to public attitudes could adversely affect our business.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
We have identified a material weakness in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.
Our products, when introduced, will compete generally with other alcoholic beverages.
Our American Rebel Light Lager, competes generally with other alcoholic beverages.
The sale of safe firearms storage and security components is influenced by the sale and usage of firearms. Sales of firearms are influenced by a variety of economic, social, and political factors, which may result in volatile sales. Our financial results may be affected by tariffs or border adjustment taxes or other import restrictions.
Our financial results may be affected by new tariffs or border adjustment taxes or other import restrictions. A material percentage of our safes are built in Mexico, along with a majority of our soft goods. We also depend on imports from Canada and other parts of the world.
Removed
Also, in the last several years, both AB InBev and Molson Coors have introduced numerous new hard seltzers and purchased multiple regional craft breweries and craft distilleries with the intention to expand the capacity and distribution of these brands.
Added
The global beer industry and the broader alcohol industry are constantly evolving, and our position within these industries and the success of our products in our markets may fundamentally change. If we do not successfully transform along with the evolving industries, market dynamics and consumer preferences, our business and financial results could be materially adversely affected.
Removed
Throughout fiscal 2023 and continuing into 2024 we have raised a substantial amount of equity and debt capital to fund our operations. Further, our safe subsidiary is highly dependent on access to a line of credit with a major financial institution, which comes due in 2024.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTo manage our material risks from cybersecurity threats and to protect against, detect, and prepare to respond to cybersecurity incidents, we endeavor to undertake the below listed activities: ● Monitor emerging data protection laws in conjunction with our advisors and implement changes to our processes to comply; ● Maintain firewall and virus protection software, and 2FA logins to servers ; and ● Seek to obtain a cybersecurity insurance policy where necessary.
Biggest changeWe engage certain external advisors to enhance our cybersecurity oversight where necessary. 32 To manage our material risks from cybersecurity threats and to protect against, detect, and prepare to respond to cybersecurity incidents, we endeavor to undertake the below listed activities: ● Monitor emerging data protection laws in conjunction with our advisors and implement changes to our processes to comply; ● Maintain firewall and virus protection software, and 2FA logins to servers ; and ● Seek to obtain a cybersecurity insurance policy where necessary.
As of the date of this Annual Report, we have not encountered risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations or financial position.
As of the date of this Annual Report, we have not encountered risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, our business strategy, results of operations or financial position. 33
ITEM 1C. CYBERSECURITY We have processes to assess, identify and manage risks from cybersecurity threats as a part of our overall risk assessment process. On a regular basis we implement into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage material risks. We engage certain external advisors to enhance our cybersecurity oversight where necessary.
ITEM 1C. CYBERSECURITY We have processes to assess, identify and manage risks from cybersecurity threats as a part of our overall risk assessment process. On a regular basis we implement into our operations these cybersecurity processes, technologies, and controls to assess, identify, and manage material risks.

Item 2. Properties

Properties — owned and leased real estate

5 edited+1 added−4 removed4 unchanged
Biggest changeJanuary 1, 2025 2813 S Sierra Vista Way, Provo, Utah 84606* 8,000 Executive Offices and Factory Sales Outlet December 31, 2024 2813 S Sierra Vista Way, Suite 2 Provo, Utah 84606 24,000 Warehouse December 31, 2024 200 Rock Industrial Park Bridgeton, Missouri 63044**## 5,000 Warehouse and Shipping January 15, 2024 500 Industrial Drive Lewisberry, Pennsylvania 17339** 2,100 Warehouse and Retail Sales August 1, 2024*** 5411 Trebor Lane Knoxville, Tennessee 37914**## 2,500 Warehouse and Retail Sales January 31, 2024 792 N.
Biggest changeTracy Hall Parkway Provo, Utah 84606** 20,000 Manufacturing December 31, 2025 2813 S Sierra Vista Way, Provo, Utah 84606* 8,000 Executive Offices and Factory Sales Outlet December 31, 2027 2813 S Sierra Vista Way, Suite 2 Provo, Utah 84606 16,000 Warehouse December 31, 2027 Champion Safe 792 N. Gilbert Road, Suite 102 Gilbert, Arizona 85233 2,600 Retail Sales Company, Inc.
The Company believes that suitable facilities will be available on commercially reasonable terms to accommodate the foreseeable expansion of our operations and warehousing requirements. The Company intends to for the immediate future, twelve (12) to eighteen (18) months, not to extend the leases on the Lewisberry, Phoenix and Peoria facilities and consolidate its warehousing wholly within its Utah facilities.
The Company believes that suitable facilities will be available on commercially reasonable terms to accommodate the foreseeable expansion of our operations and warehousing requirements.
Gilbert Road, Suite 102 Gilbert, Arizona 85233 2,600 Retail Sales June 30, 2026 4027 North Oracle Road Tucson, Arizona 85705 1,400 Retail Sales March 7, 2027 17455 N. Black Canyon Highway Phoenix, Arizona 85023 2,400 Retail Sales February 28, 2025 9802 N. 91 st Avenue, Suite 108 Peoria, Arizona 85345 3,907 Warehouse and Retail Sales April 30, 2025 Av.
June 30, 2026 17455 N. Black Canyon Highway Phoenix, Arizona 85023 2,400 Retail Sales February 28, 2025 9802 N. 91 st Avenue, Suite 108 Peoria, Arizona 85345 3,907 Warehouse and Retail Sales April 30, 2025 Av. Alvaro Obregon 6745, California, 84065 Nogales, Sonora, Mexico 73,659 Manufacturing Champion Safe De Mexico, S.A. DE C.V.
These entities lease the following locations: Location Square Feet Use Lessee Lease Expiration 2055 S. Tracy Hall Parkway Provo, Utah 84606** 8,000 Manufacturing Champion Safe Company, Inc.
ITEM 2. PROPERTIES American Rebel and Champion Safe Facilities Headquarters for the Champion Entities (Champion, Superior and Safe Guard) are located in Provo, Utah. These entities lease the following locations: Location Square Feet Use Lessee Lease Expiration 2055 S.
Crosby. * Leased from Champion Holdings, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby. ## The above leased properties should be or shall be vacated by Champion Safe Company, Inc. by the date this Report is filed or shortly thereafter.
October 31, 2025 ** Leased from Utah–Tennessee Holding Company, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby. * Leased from Champion Holdings, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr. Crosby.
Removed
ITEM 2. PROPERTIES American Rebel Facilities American Rebel entities lease the following properties: Location Square Feet Use Lessee Lease Expiration 909 18 th Avenue South, Suite A Nashville, TN 37212## 1,750 Corporate Executive Offices American Rebel Holdings, Inc. March 31, 2024** 3800 S Ross Lane Chanute, Kansas 66720## 50,000 Warehouse and Shipping American Rebel Holdings, Inc.
Added
August 31, 2029 8500 Marshall Drive, Lenexa, Kansas 66214 15,800 Warehouse and Retail Sales American Rebel, Inc. July 31, 2028 5115 Maryland Way, Suite 303 and 304, Brentwood, Tennessee 37027 >1,000 Conference room and private office American Rebel, Inc.
Removed
Month to month 8500 Marshall Drive Lenexa, Kansas 66214# 13,000 Retail Sales/Offices American Rebel, Inc. July 31, 2028 ** Subsequent to year end the above leased property (our corporate offices) we received an extension from the lessor providing for month-to-month to vacate the premises.
Removed
We currently believe that we will vacate these offices in their entirety on or before May 31, 2024. ## The above leased properties should be or shall be vacated by the date this Report is filed or shortly thereafter. # The Company and its wholly owned subsidiary moved from the 8460 Nieman Road facility to the 8500 Marshall Drive facility which adjoins the old 8460 Nieman Road property, increasing the retail sales space from approximately 6,000 square feet to 13,000 square feet. 37 Champion Safe Facilities Headquarters for the Champion Entities (Champion, Superior and Safe Guard) are located in Provo, Utah.
Removed
Alvaro Obregon 6745, California, 84065 Nogales, Sonora, Mexico 73,659 Manufacturing Champion Safe De Mexico, S.A. DE C.V. September 1, 2024 *** Subleased effective December 15, 2023. Original lease expiration date was August 1, 2024. ** Leased from Utah–Tennessee Holding Company, LLC, a company owned by former Champion founder, owner and Chief Executive Officer, Mr.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

0 edited+9 added−1 removed1 unchanged
Removed
We are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse effect on us or our business. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 38 PART II
Added
Liberty Safe On July 23, 2024, the Company received notice of a complaint filed in the U.S. District Court for the District of Utah by Liberty Safe and Security Products, Inc. (“Liberty”), in connection with the marketing and sale of the Company’s and its subsidiaries, Champion Safe Company, Inc., line of safe products.
Added
As of the date of this Report, the complaint has not been served on the Company or Champion Safe.
Added
In the complaint, Liberty alleges trademark infringement as a result of the purported use of the term “Freedom” in the sale of safes, federal false designation of origin and unfair competition, violation of Utah deceptive trade practices, Utah unfair competition, and damages to Liberty.
Added
Management believes that this lawsuit 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.
Added
Bank of America As reported by the Company in the Form 8-K dated August 7, 2024, during February 2023, the Company entered into a $2 million master credit agreement (credit facility) with Bank of America.
Added
The credit facility is secured by all the assets of the Company’s Champion subsidiaries and guaranteed by the Company, the Champion subsidiaries and the Company’s CEO. The Line of Credit expired on February 28, 2024, but the Company and Champion Safe Company have been actively working with the bank to extend or modify the credit facility.
Added
Despite being current on all payments under the credit facility and actively working with the bank for a long-term solution to repay the credit facility, on July 25, 2024, Champion Safe Company received a notice of default and demand for payment from the bank.
Added
On March 21, 2025, Bank of America filed a complaint in the Fourth Judicial District Court in and for Utah County, State of Utah (Case No. 250401345) against the Company and its subsidiaries (Champion Safe Company, Inc., American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC) alleging four causes of action related to the credit facility: (i) Breach of the Loan Documents – Champion Safe; (ii) Breach of the Loan Documents – Guarantors (the Company, American Rebel, Inc., Superior Safe Co., L.L.C. and Safe Guard Security Products LC); (iii) Breach of the Implied Covenant of Good Faith and Fair Dealing – all parties; and (iv) Unjust Enrichment – Champion Safe.
Added
The Company plans to defend the complaint, while continuing to work with Bank of American on a settlement. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 34 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRepurchase of Equity Securities We have no plans, programs or other arrangements in regards to repurchases of our common stock. Further, we did not repurchase any of our equity securities during the year ended December 31, 2023.
Biggest changeOn January 6, 2025, SCC requested the issuance of 3,120 shares of Common Stock to SCC, representing a payment of approximately $99,645, plus 600 shares of Common Stock as a settlement fee. Repurchase of Equity Securities We have no plans, programs or other arrangements in regards to repurchases of our common stock.
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 there from. 40 ITEM 6. [RESERVED]
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 there from. ITEM 6. [RESERVED]
Subsequent Issuances after Year-End None All of the above-described issuances 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 of the above-described issuances 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.
We have until April 15, 2024, which is 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance.
The Company had until April 15, 2024, which was 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq accepted the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance.
On April 11, 2024, the closing price of shares of common stock of the Company was $ 0.3689 . Our common stock has been quite volatile over the past two years, with significant fluctuations in volume and price.
On April 8, 2025, the closing price of shares of common stock of the Company was $9.10. Our common stock has been quite volatile over the past two years, with significant fluctuations in volume and price.
On February 28, 2024, we received a written notice from Nasdaq stating that because we have not yet held an annual meeting of shareholders within 12 months of the end of our 2022 fiscal year end, we no longer comply with Nasdaq Listing Rule 5620(a) for continued listing on Nasdaq.
Nasdaq Deficiency Notices On February 28, 2024 the Registrant received a written notice from the Listing Qualifications department of The Nasdaq Stock Market stating that because the Company has not yet held an annual meeting of shareholders within 12 months of the end of the Company’s 2022 fiscal year end, it no longer complies with Nasdaq Listing Rule 5620(a) for continued listing on The Nasdaq Capital Market.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, tax laws and other factors as the board, in its discretion, deems relevant. 39 Securities Authorized for Issuance under Equity Compensation Plans On January 1, 2021, our Board approved the establishment of the 2021 Long-Term Equity Incentive Plan (“LTIP”).
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, tax laws and other factors as the board, in its discretion, deems relevant.
For fiscal year 2022, up to 6,390 shares of common stock were available for participants under the LTIP. For fiscal year 2023, up to 67,723 shares of common stock were available for participants under the LTIP. For fiscal year 2024, up to 587,992 shares of common stock are available for participants under the LTIP.
For fiscal year 2024, up to 23,520 shares of common stock were available for participants under the LTIP. For fiscal year 2025, up to 7,652 shares of common stock are available for participants under the LTIP.
Dividends We have not since December 15, 2014 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends. We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for general corporate purposes.
We currently anticipate that we will retain all of our future earnings for use in the development and expansion of our business and for general corporate purposes.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for our Common Stock and certain Common Stock Purchase Warrants Our common stock and certain existing warrants are traded on the Nasdaq Capital Market under the symbols “AREB” and “AREBW,” respectively.
The share numbers and pricing information in this report are adjusted to reflect the reverse stock splits. Market for our Common Stock and certain Common Stock Purchase Warrants Our common stock and certain existing warrants are traded on the Nasdaq Capital Market under the symbols “AREB” and “AREBW,” respectively.
Removed
Nasdaq Deficiency Notices On October 23, 2023, we were notified by Nasdaq that we were not in compliance with Nasdaq Listing Rule 5550(a)(2) because the price of our common stock had traded at less than $1.00 per share for the last thirty consecutive trading days.
Added
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Reverse Stock Splits On October 2, 2024, the Company effectuated a 1-for-9 reverse stock split. On March 31, 2025, the Company effectuated a 1-for-25 reverse stock split.
Removed
Nasdaq’s notice has no immediate effect on the listing of the common stock on Nasdaq and, at this time. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we have been provided an initial compliance period of 180 calendar days, or until April 22, 2024, to regain compliance with the minimum bid price requirement.
Added
The Company held its annual meeting of stockholders on June 27, 2024, thereby regaining compliance with the Nasdaq annual meeting requirement.
Removed
To regain compliance, the closing bid price of the common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to April 22, 2024. In late March of 2024, we requested an additional 180-day extension to regain compliance with the minimum bid price requirement.
Added
On April 23, 2024, the Company received notice from Nasdaq indicating that, while the Company has not regained compliance with the Bid Price Requirement, Nasdaq has determined that the Company is eligible for an additional 180-day period, or until October 21, 2024, to regain compliance.
Removed
As of the date of this filing Nasdaq has not responded to our request. Management continues to believe that adherence to its current operating and business plan will enable us to regain compliance.
Added
On October 16, 2024, the Company received a written notification from Nasdaq indicating that, as of October 15, 2024, the Company had regained compliance with the Bid Price Requirement.
Removed
In addition, we have obtained majority stockholder consent to enact up to a 1-for-10 reverse stock split at any time in the following twelve months and would cure the deficiency during the second compliance period, by effecting the reverse stock split, if necessary.
Added
On November 22, 2024, the Company received a notice from Nasdaq indicating that, as a result of not having timely filed the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, the Company is not in compliance with Nasdaq Listing Rules which require timely filing of periodic reports with the SEC.
Removed
We intend to submit a compliance plan within the specified period, which we expect will consist of holding an annual meeting of stockholders within sixty (60) days of filing of this Form 10-K. While the compliance plan is pending, our securities will continue to trade on Nasdaq.
Added
Pursuant to the Nasdaq Listing Rules, the Company has until January 21, 2025 to submit a plan to regain compliance. If the plan is accepted, an extension may be granted of up to 180 calendar days from the due date of the Initial Delinquent Filing, or May 19, 2025, to regain compliance.
Removed
Stockholders of Record As of April 1, 2024, an aggregate of 5,947,643 shares of our common stock were issued and outstanding and owned by 132 stockholders of record. This amount includes 67,723 shares of common stock that were authorized, but unissued as of April 1, 2024.
Added
The Company submitted a compliance plan on January 20, 2025 and filed its Form 10-Q for the quarter ended September 30, 2024 on February 7, 2025. On February 10, 2025, the Company received a written notification from the Staff indicating that the Company had regained compliance with the periodic filing requirement under Nasdaq Listing Rules.
Removed
In December of 2022, we authorized the grant and issuance of all 6,390 shares of common stock under the LTIP to our executive management team. Further, in December of 2023, we authorized the grant and issuance of all 67,723 shares of common stock under the LTIP to our executive management team.
Added
On February 19, 2025, the Company received a notification letter Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) because the stockholders’ equity of the Company as of September 30, 2024, as reported in the Company’s Quarterly Report on Form 10-Q filed with the SEC on February 7, 2025, was below the minimum requirement of $2,500,000 (the “Stockholders’ Equity Requirement”).
Removed
Recent Sales of Unregistered Securities On June 27, 2023, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $2,993,850.63 of securities, consisting of (i) 71,499 shares of common stock at $4.37 per share, (ii) prefunded warrants (the “2023 Prefunded Warrants”) that are exercisable into 615,000 shares of common stock (the “2023 Prefunded Warrant Shares”) at $4.37 per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 686,499 shares of common stock at an initial exercise price of $4.24 per share and will expire five years from the date of issuance.
Added
The Notification Letter has no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. Pursuant to Nasdaq’s Listing Rules, the Company has 45 calendar days (until April 7, 2025), to submit a plan to evidence compliance with the Rule (a “Compliance Plan”).
Removed
In connection with the Company’s June 27, 2023 1-for-25 reverse split and the round lot rounding associated therewith, approximately 2.1 million new shares of common stock were issued. On July 1, 2023, we authorized the issuance of 24,129 shares of common stock to our independent board members for past services through June 30, 2023.
Added
The Company intends to submit a Compliance Plan within the required time, although there can be no assurance that the Compliance Plan will be accepted by Nasdaq. If the Compliance Plan is accepted by Nasdaq, the Company will be granted an extension of up to 180 calendar days from February 19, 2025 to evidence compliance with the Rule.
Removed
On September 8, 2023, holders of certain existing warrants exercised such warrants by paying $3,287,555.70 for 2,988,687 shares of the Company’s common stock at a reduced exercise price of $1.10 per share in consideration for the Company’s agreement to issue two new common stock purchase warrants to purchase, in the aggregate, up to 5,977,374 shares of the Company’s common stock.
Added
In the event the Compliance Plan is not accepted by Nasdaq, or in the event the Compliance Plan is accepted but the Company fails to evidence compliance within the extension period, the Company will have the right to a hearing before Nasdaq’s Hearing Panel.
Removed
On December 30, 2023, we authorized the issuance of 40,634 shares of common stock to Mr. Ross, our Chief Executive Officer, and 27,089 shares of common stock to Mr. Grau, our President, under the 2021 LTIP. These shares have not been issued as of the date of this Annual Report.
Added
The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing.
Added
The Company submitted the Compliance Plan on April 7, 2025, will continue to monitor its stockholders’ equity and, if appropriate, consider further available options to evidence compliance with the Stockholders’ Equity Requirement.
Added
Stockholders of Record As of April 8, 2025, an aggregate of 1,026,767 shares of our common stock were issued and outstanding. 35 Dividends We have not since December 15, 2014 (date of inception) declared or paid any cash dividends on our common stock and currently do not anticipate paying such cash dividends.
Added
Securities Authorized for Issuance under Equity Compensation Plans On January 1, 2021, our Board approved the establishment of the 2021 Long-Term Equity Incentive Plan (“LTIP”).
Added
We did not grant or issue any shares of common stock under the LTIP for fiscal year 2024. On April 2, 2025, Company’s board of directors approved the establishment of a 2025 Stock Incentive Plan (the “SIP”).
Added
The SIP is intended to enable the Company to continue to attract able employees and consultants and to provide a means whereby those individuals upon whom the responsibilities rest for growth of the Company, and whose present and potential contributions are of importance, can acquire and maintain Common Stock ownership, thereby strengthening their concern for the Company’s welfare.
Added
The aggregate maximum number of shares of Common Stock (including shares underlying options) that may be issued under the SIP pursuant to past or future awards of Restricted Shares, Shares underlying the conversion of currently outstanding preferred stock issued for services or Options will be limited to 500,000 shares of Common Stock.
Added
The number of shares of Common Stock that are the subject of awards under the SIP which are forfeited or terminated, are settled in cash in lieu of shares of Common Stock or in a manner such that all or some of the shares covered by an award are not issued to a participant or are exchanged for awards that do not involve shares will again immediately become available to be issued pursuant to awards granted under the SIP.
Added
If shares of Common Stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of Common Stock will be treated as shares that have been issued under the SIP and will not again be available for issuance under the SIP. A copy of the SIP is attached hereto as Exhibit 10.67.
Added
Recent Sales of Unregistered Securities On October 1, 2024, the Company issued 53,334 shares of Series D Convertible Preferred stock, valued at $7.50 per share, to a lender pursuant to the terms of a settlement agreement.
Added
On October 1, 2024, the Company sold 31,500 shares of Series D Convertible Preferred Stock, for $7.50 per share for total proceeds to the Company of $236,250, to two accredited investors. On October 2, 2024, the Company effectuated a 1-for-9 reverse stock split.
Added
On October 23, 2024, the Company issued 2,280 shares of common stock, valued at $68.75 per share, and a three-year pre-funded warrant to purchase 19,442 shares of common stock at $0.25 per share, valued at $68.50 per share to the Investor pursuant to the terms of a securities exchange agreement.
Added
On October 14, 2024, the Company issued 2,427 shares of common stock upon conversion of 12,134 shares of Series D Convertible Preferred Stock to an accredited investor. On October 30, 2024, the Company entered into a $420,000 Note with a third-party Lender.
Added
In addition to the Note, the Company issued the Lender a five-year common stock purchase warrant to purchase up to 2,887 shares of Common Stock at $145.50 per share. The Company granted piggyback registration rights to the Lender on the shares of common stock underlying the warrant and the shares of common stock potentially issuable upon default of the Note.
Added
On December 31, 2024, the Company and Lender entered into an amendment to the Note, which included a provision to reduce the exercise price of the warrant to $87.50 per share.
Added
On November 1, 2024, the Company authorized the issuance of 2,272 shares of common stock to an accredited investor upon the partial exercise of a prefunded warrant on a cashless basis.
Added
On November 7, 2024, the Company authorized the issuance of 2,872 shares of common stock to an accredited investor upon the partial exercise of a prefunded warrant on a cashless basis. On November 11, 2024, the Company exchanged $150,469.11 of an assigned note portion for 3,145 shares of the Company’s common stock as a 3(a)(9) exchange.
Added
On November 11, 2024, the Company entered into a $400,000 twelve-month promissory note with an accredited investor. An original issue discount of $80,000 was applied on the issuance date and was paid through the issuance of 1,071 shares of the Company’s common stock, resulting in net loan proceeds to the Company of $320,000.
Added
On November 11, 2024, the Company authorized the issuance of 1,760 shares of common stock to Charles A. Ross, Jr., the Company’s CEO and Chairman, upon the conversion of 88 shares of Series A Convertible Preferred Stock. On December 13, 2024, the Company entered into a three-month promissory note with an accredited investor in the principal amount of $213,715.
Added
An original issue discount of $63,715 was applied on the issuance date and was paid through the issuance of 1,474 shares of the Company’s common stock, resulting in net loan proceeds to the Company of $150,000.
Added
On December 29, 2024, the Company authorized the issuance of 2,000 shares of common stock to Corey Lambrecht, the Company’s COO and a director, upon the conversion of 100 shares of Series A Convertible Preferred Stock. 36 On December 26, 2024, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Silverback Capital Corporation (“SCC”) to settle outstanding claims owed to SCC.
Added
Pursuant to the Settlement Agreement, SCC has agreed to purchase certain outstanding payables between the Company and designated vendors of the Company totaling $1,843,595.18 (the “Payables”) and will exchange such Payables for a settlement amount payable in shares of common stock of the Company (the “Settlement Shares”).
Added
The Settlement Shares shall be priced at 75% of the average of the three lowest traded prices during the five trading day period prior to a share request, which is subject to a floor price.
Added
Further, we did not repurchase any of our equity securities during the year ended December 31, 2024. Subsequent Issuances after Year-End On January 10, 2025, the Company entered into two six-month promissory notes with accredited investors in the principal amounts of $617,100 (“Note 1”) and $123,420 (“Note 2”).
Added
An original issue discount of $117,100 was applied to Note 1 and $23,420 was applied to Note 2 on the issuance date and was paid through the issuance of 15,613 (Note 1) and 3,123 (Note 2) shares of the Company’s Series D Convertible Preferred Stock, resulting in net loan proceeds to the Company of $500,000 (Note 1) and $100,000 (Note 2).
Added
On January 10, 2025, the Company authorized the issuance of 2,200 shares of common stock to a consultant pursuant to the terms of an amendment to a current consulting agreement. On January 13, 2025, SCC requested the issuance of 2,800 shares of Common Stock to SCC, representing a payment of approximately $99,750.
Added
On January 14, 2025, the Company authorized the issuance of 43,335 shares of Series D Convertible Preferred Stock to seven service providers to the Company and its subsidiaries. On January 15, 2025, SCC requested the issuance of 4,140 shares of Common Stock to SCC, representing a payment of approximately $147,487.50.
Added
On January 24, 2025, SCC requested the issuance of 4,400 shares of Common Stock to SCC, representing a payment of approximately $133,200. On February 3, 2025, SCC requested the issuance of 4,600 shares of Common Stock to SCC, representing a payment of approximately $99,187.50.
Added
On February 10, 2025, the Company authorized the issuance of 17,667 shares of common stock to an accredited investor upon the conversion of 88,334 shares of Series D Convertible Preferred Stock. On February 10, 2025, the Company authorized the issuance of 2,480 shares of common stock, valued at $75,000, to a lender for a fee related to a financing agreement.
Added
On February 10, 2025, SCC requested the issuance of 4,800 shares of Common Stock to SCC, representing a payment of approximately $92,772. On February 18, 2025, SCC requested the issuance of 5,000 shares of Common Stock to SCC, representing a payment of approximately $92,081.25.
Added
On February 20, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a first closing notice for the exchange of $55,423.57 of assigned note portion for 3,145 shares of the Company’s common stock.
Added
On February 24, 2025, SCC requested the issuance of 3,200 shares of Common Stock to SCC, representing a payment of approximately $40,068.00. On February 25, 2025, SCC requested the issuance of 5,700 shares of Common Stock to SCC, representing a payment of approximately $65,193.75.
Added
On February 27, 2025, SCC requested the issuance of 6,000 shares of Common Stock to SCC, representing a payment of approximately $63,855.00.
Added
On February 27, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a second closing notice for the exchange of $55,000 of assigned note portion for 5,168 shares of the Company’s common stock.
Added
On March 4, 2025, SCC requested the issuance of 6,800 shares of Common Stock to SCC, representing a payment of approximately $63,750.00.
Added
On March 4, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a third closing notice for the exchange of $52,712.25 of assigned note portion for 5,623 shares of the Company’s common stock. 37 On March 5, 2025, the Company authorized the issuance of 8,000 shares of common stock to an accredited investor upon the conversion of $64,950 due under a promissory note dated September 4, 2024.
Added
On March 5, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fourth closing notice for the exchange of $55,000 of assigned note portion for 8,334 shares of the Company’s common stock.
Added
On March 6, 2025, SCC requested the issuance of 3,200 shares of Common Stock to SCC, representing a payment of approximately $47,655. On March 7, 2025, SCC requested the issuance of 7,400 shares of Common Stock to SCC, representing a payment of approximately $48,978.75.
Added
On March 10, 2025, SCC requested the issuance of 7,600 shares of Common Stock to SCC, representing a payment of approximately $43,335.20.
Added
On March 10, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a fifth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.
Added
On March 12, 2025, SCC requested the issuance of 11,160 shares of Common Stock to SCC, representing a payment of approximately $63,006.57.
Added
On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a sixth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.
Added
On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a seventh closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.
Added
On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a eighth closing notice for the exchange of $50,000 of assigned note portion for 8,723 shares of the Company’s common stock.
Added
On March 12, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a nineth closing notice for the exchange of $65,000 of assigned note portion for 11,339 shares of the Company’s common stock.
Added
On March 13, 2025, SCC requested the issuance of 11,600 shares of Common Stock to SCC, representing a payment of approximately $47,818.10.
Added
On March 13, 2025, the Purchaser, pursuant to the Purchase and Exchange Agreement dated November 11, 2024, as amended on February 19, 2025, sent the Company a tenth closing notice for the exchange of $50,000 of assigned note portion for 12,289 shares of the Company’s common stock.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeITEM 6. [Reserved] 41 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation 41 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 46 ITEM 8. Financial Statements and Supplementary Data 47 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 ITEM 9A. Controls and Procedures 48 ITEM 9B.
Biggest changeITEM 6. [Reserved] 39 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 39 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 47 ITEM 8. Financial Statements and Supplementary Data 48 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 49 ITEM 9A. Controls and Procedures 49 ITEM 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAdditionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders. 43 Results of Operations for the fiscal year ended December 31, 2023 Twelve Months Ended December 31, 2023 Compared to the Twelve Months Ended December 31, 2022 For the year ended December 31, 2023 For the year ended December 31, 2022 Revenue $ 16,228,310 $ 8,449,800 Cost of goods sold 13,191,886 6,509,382 Gross margin 3,036,424 1,940,418 Expenses: Consulting/payroll and other costs 3,347,070 905,843 Compensation expense – officers – related party 528,107 1,094,781 Compensation expense – officers – deferred comp – related party 1,413,000 - Rental expense, warehousing, outlet expense 871,032 508,527 Product development costs 132,528 746,871 Marketing and brand development costs 1,273,012 507,503 Administrative and other 3,317,082 3,190,092 Depreciation and amortization expense 104,229 50,087 10,976,060 7,003,704 Operating income (loss) (7,939,636 ) (5,063,286 ) Other Income (Expense) Interest expense (406,252 ) (358,689 ) Interest expense – pre-emptive rights release - (350,000 ) Interest income 3,780 5,578 Employee retention credit funds, net of costs to collect 1,113,337 - Gain/(loss) on sale of equipment 1,900 - Tangible asset valuation adjustment (1,570,816 ) - Impairment adjustment – goodwill (2,525,000 ) - Gain/(loss) on extinguishment of debt 221,903 (1,376,756 ) Net income (loss) before income tax provision (11,100,784 ) (7,143,153 ) Provision for income tax - - Net income (loss) $ (11,100,784 ) $ (7,143,153 ) Basic and diluted income (loss) per share $ (3.81 ) $ (23.90 ) Weighted average common shares outstanding - basic and diluted 2,912,100 298,800 Revenue and cost of goods sold For the year ended December 31, 2023, we reported Revenues of $16,228,310 compared to Revenues of $8,449,800 for the year ended December 31, 2022.
Biggest changeAdditionally, the issuance of restricted shares will dilute the percentage of ownership interest of our stockholders. 43 Results of Operations for the year ended December 31, 2024 Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 For the Year Ended December 31, 2024 December 31, 2023 Revenue 11,420,268 15,998,196 Cost of goods sold 11,539,905 14,199,260 Gross margin (119,637 ) 1,798,936 Expenses: Consulting/payroll and other costs 2,039,777 3,598,839 Compensation expense – officers – related party - 518,107 Compensation expense – officers – deferred comp – related party 656,250 812,500 Rental expense, warehousing, outlet expense 468,739 871,032 Product development costs 385,800 132,528 Marketing and brand development costs 2,354,809 1,318,890 Administrative and other 6,049,555 3,207,806 Depreciation and amortization expense 145,548 104,229 Total operating expenses 12,100,478 10,563,931 Operating income (loss) (12,220,115 ) (8,764,995 ) Other Income (Expense) Interest expense (3,969,485 ) (363,567 ) Interest income 1,364 3,780 Employee retention credit funds, net of costs to collect - 1,113,337 Gain on sale of equipment 6,179 1,900 Impairment adjustment – goodwill and intangible assets - (1,912,559 ) Loss on debt extinguishment (1,422,307 ) - Gain on settlement of liability - 190,403 Net loss before income tax provision (17,604,364 ) (9,731,701 ) Provision for income tax - - Net loss (17,604,364 ) (9,731,701 ) Revenue and cost of goods sold For the year ended December 31, 2024, we reported Revenues of $11,420,268 compared to Revenues of $15,998,196 for the year ended December 31, 2023.
If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout. We expect to require additional funds to further develop our business plan.
If the Company is unable to secure such additional funds from these sources, it may be forced to change or delay its business plan rollout. 46 We expect to require additional funds to further develop our business plan.
On July 29, 2022, the Company closed on its acquisition of the Champion Entities, a major acquisition with significant existing operations. 41 Recent Developments Establishment of American Rebel Beer On August 9, 2023, the Company entered into a Master Brewing Agreement with Associated Brewing.
On July 29, 2022, the Company closed on its acquisition of the Champion Entities, a major acquisition with significant existing operations. Recent Developments American Rebel Beer On August 9, 2023, the Company entered into a Master Brewing Agreement with Associated Brewing.
Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being American Rebel Light Beer. American Rebel Light Beer will launch regionally in early 2024. The Company paid a setup fee and security deposit to Associated Brewing.
Under the terms of the Brewing Agreement, Associated Brewing has been appointed as the exclusive producer and seller of American Rebel branded spirits, with the initial product being American Rebel Light Beer. American Rebel Light Beer launched regionally in early 2024. The Company paid a setup fee and security deposit to Associated Brewing.
We continuously monitor and review all current accounting pronouncements and standards from the FASB for applicability to our operations. As of April 12, 2024, there were no other new pronouncements or interpretations that had or were expected to have a significant impact on our operations.
We continuously monitor and review all current accounting pronouncements and standards from the FASB for applicability to our operations. As of April 9, 2025, there were no other new pronouncements or interpretations that had or were expected to have a significant impact on our operations.
Changes in future year margin expectations were primarily driven by sustained increases in supply chain costs, expectations for lower or static pricing to maintain a competitive positioning, and expectations for increased marketing investment, primarily in response to increased competition, as well as customer-driven investments.
Contributing factors resulting in the impairment charge include changes in future year margin expectations were primarily driven by sustained increases in supply chain costs, expectations for lower or static pricing to maintain a competitive positioning, and expectations for increased marketing investment, primarily in response to increased competition, as well as customer-driven investments.
The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable.
The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The adoption had no material impact on our consolidated financial statements.
For the year ended December 31, 2023, we incurred rental expense, warehousing, outlet expense of $871,032, compared to rental expense, warehousing, outlet expense of $508,527 for the year ended December 31, 2022.
For the year ended December 31, 2024, we incurred rental expense, warehousing, outlet expense of $468,739, compared to rental expense, warehousing, outlet expense of $871,032 for the year ended December 31, 2023.
Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to developing products and market identity, obtaining inventory and preparing for public product launch. As a result, the Company incurred net income (losses) for the years ended December 31, 2023 and 2022 of ($11,100,784) and ($7,143,981), respectively.
Since inception, the Company has been engaged in financing activities and executing its business plan of operations and incurring costs and expenses related to developing products and market identity, obtaining inventory and preparing for public product launch. As a result, the Company incurred net losses for the years ended December 31, 2024 and 2023 of ($17,604,364) and ($9,731,701), respectively.
This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification.
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification.
American Rebel accesses its market uniquely through its positioning as America’s Patriotic Brand and the appeal of its products as well as through the profile and public persona of its founder and Chief Executive Officer, Andy Ross.
The Company has identified the market opportunity to design, manufacture, and market innovative concealed carry products and safes. American Rebel accesses its market uniquely through its positioning as America’s Patriotic Brand and the appeal of its products as well as through the profile and public persona of its founder and Chief Executive Officer, Andy Ross.
As consideration for such payment, commencing on April 1, 2024 and continuing thereafter until all amounts are repurchased by us pursuant to the terms of the Revenue Interest Purchase Agreement, KBI has a right to receive $75,000 per month from us in perpetuity until we purchase the revenue interest from the holder (the “ Revenue Interest ”).
As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by us pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $10,000 per month from us generated from its operating subsidiaries.
For the year ended December 31, 2023 we received approximately $1,286,000 in tax credits under the CARES Act from the US Department of Treasury and in turn paid approximately $178,500 to the service provider, netting the Company approximately $1,113,337 in credits for retaining its employees during COVID.
The 2023 gain relates to shares issued to directors as settlement of accrued and unpaid fees that exceeded the fair value of shares granted at that time. 45 For the year ended December 31, 2023 we received approximately $1,286,000 in tax credits under the CARES Act from the US Department of Treasury and in turn paid approximately $178,500 to the service provider, netting the Company $1,113,337 in credits for retaining its employees during COVID.
For the year ended December 31, 2023, we incurred compensation expense – officers and compensation expense – officers – deferred comp costs of $518,107 and $1,413,000 compared to compensation expense – officers and compensation expense – officers – deferred comp costs of $1,094,781 and $0 for the year ended December 31, 2022.
For the year ended December 31, 2024, we incurred compensation expense – officers and compensation expense – officers – deferred comp costs of $0 and $656,250 compared to compensation expense – officers and compensation expense – officers – deferred comp costs of $518,107 and $812,500 for the year ended December 31, 2023.
These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation.
These factors include, among others: (a) the Company’s fluctuations in sales and operating results; (b) risks associated with international operations; (c) regulatory, competitive and contractual risks; (d) development risks; (e) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of enhanced sales force, new products, and customer service; and (f) pending litigation. 39 Operations On June 9, 2016, a change in control occurred, a sixty percent (60%) ownership interest was obtained by American Rebel, Inc. from a former officer and director who was also our founder.
Deferred compensation is attributable to the fair value of the common stock equivalents that are underlying our Series A preferred stock that have been issued pursuant to employment agreements and vesting schedules.
The Company believes that it pays it officers or management a fair and competitive salary, as well as stock grants or awards that are made during the year. Deferred compensation is attributable to the fair value of the common stock equivalents that are underlying our Series A preferred stock that have been issued pursuant to employment agreements and vesting schedules.
Recent Accounting Standards Updates Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.
For the year ended December 31, 2023, we incurred administrative and other expense of $3,317,082, compared to administrative and other expense of $3,190,092 for the year ended December 31, 2022.
For the year ended December 31, 2024, we incurred administrative and other expense of $6,049,555 compared to administrative and other expense of $3,207,806 for the year ended December 31, 2023.
Financial Reporting Release No. 60 requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.
There are no critical policies or decisions that rely on judgments that are based on assumptions about matters that are highly uncertain at the time the estimate is made.
Management believes the remaining holders of its warrants will execute their outstanding warrants generating investment capital. Management is in discussions with several investment banks and broker dealers regarding the initiation of further capital campaigns.
Given recurring losses and reliance on equity and debt financing, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management believes the remaining holders of its warrants will execute their outstanding warrants generating investment capital. Management is in discussions with several investment banks and broker dealers regarding the initiation of further capital campaigns.
For the year ended December 31, 2023, we reported Gross Margin of $3,036,424, compared to Gross Margin of $1,940,418 for the year ended December 31, 2022.
For the year ended December 31, 2024, we reported a negative Gross Margin of $(119,637), compared to Gross Margin of $1,798,936 for the year ended December 31, 2023.
Our majority stockholder, American Rebel, Inc. became a wholly owned subsidiary of the Company and we distributed the shares to the stockholders of American Rebel, Inc. As a result of this reverse merger, the reporting operating history of the Company is now the operating history of American Rebel, Inc.
On June 17, 2017, the Company acquired the business of its control stockholder accounted for and presented financially as a reverse merger transaction. Our majority stockholder, American Rebel, Inc. became a wholly owned subsidiary of the Company and we distributed the shares to the stockholders of American Rebel, Inc.
Financial statements of both companies are now consolidated and all material intercompany transactions and balances are eliminated.
As a result of this reverse merger, the reporting operating history of the Company is now the operating history of American Rebel, Inc. Financial statements of both companies are now consolidated and all material intercompany transactions and balances are eliminated.
The Company expects to maintain some level of expense on a go-forward basis with new products and efforts being expended for future sales growth and product needs. For the year ended December 31, 2023, we incurred marketing and brand development expenses of $1,273,012, compared to marketing and brand development expenses of $507,503 for the year ended December 31, 2022.
The Company expects to maintain this level of expense on a go-forward basis with its leases and rented properties for the near term. For the year ended December 31, 2024, we incurred product development expenses of $385,800 compared to product development expenses of $132,528 for the year ended December 31, 2023.
The Company is in the growth and acquisition stage and, accordingly, will have to raise capital to complete acquisitions and successfully integrate acquired companies.
Liquidity The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. The Company is in the growth and acquisition stage and, accordingly, will have to raise capital to complete acquisitions and successfully integrate acquired companies.
The increase in rental expense, warehousing, outlet expense of $362,505 (or 71% period over period (PoP)) was due to the significant number of leases and properties that the Company rents to conduct the Champion business. Prior to the Champion business acquisition, the Company included lease expense in the Administrative and other account.
The decrease in rental expense, warehousing, outlet expense of $402,293 (or (46)% period over period) is due to cost cutting on leases and properties that the Company rents to conduct the Champion business acquisition as well as other cost cutting measures or efficiencies put in place.
Requiring the Company to seek replacement equity or debt financing, which may not be available, or may be on substantially worse terms than the current credit facility. The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of increased operating revenues.
In addition, the Company’s development activities since inception have been sustained through equity and debt financing and the deferral of payments on accounts payable and other expenses. The ability of the Company to continue as a going concern is dependent upon its ability to raise capital from the sale of its equity and, ultimately, the achievement of increased operating revenues.
Secured Loans On April 14, 2023, the Company entered into a $1,000,000 Business Loan and Security Agreement (the “Secured Loan”) with an accredited investor lending source (the “Lender”). Under the Secured Loan, the Company received $980,000 on April 20, 2023, which was net of fees to the Lender.
On March 27, 2024, we entered into a $1,300,000 Business Loan and Security Agreement with an accredited investor lending source. Under the Secured Loan, we received the loan net of fees of $26,000. We repaid two outstanding secured notes to affiliates of the Lender totaling $769,228, resulting in net proceeds of $504,772.
The increase in marketing and brand development expenses of $765,509 (or 151% period over period (PoP)) relates primarily to an increase of activities including major trade shows and the availability of working capital for these types of expenses as well as increased costs attributable to our acquisition and integration of the Champion business.
The increase in marketing and brand development expenses of $1,035,919 (or 79% period over period) relates primarily to an increase of activities including major trade shows and marketing efforts in connection with the beer business.
We established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses and conduct operations for our beer business. Acquisition of Champion Entities On June 29, 2022, the Company entered into a stock and membership interest purchase agreement with Champion Safe Co., Inc.
We established American Rebel Beverages, LLC as a wholly-owned subsidiary specifically to hold our alcohol licenses and conduct operations for our beer business. Loans On January 1, 2024, we entered into a new loan agreement with an existing lender who was owed $150,000 which was due December 31, 2023.
The Secured Loan requires 64 weekly payments of $20,000, for a total repayment of $1,280,000 to the Lender. The principal balance bears interest at 22.8%.
The Secured Loan requires 64 weekly payments of $26,000 each, for a total repayment of $1,664,000. The Secured Loan bears interest at 22.8% per annum. The Secured Loan is secured by all of our assets second to a first priority lien secured the holder of the Line of Credit. Furthermore, our CEO provided a personal guaranty for the Secured Loan.
The increase in consulting/payroll and other costs of $2,441,227 (or 269% period over period (PoP)) was primarily due to the overall increase in the number of employees and the size of the Company’s head count post-acquisition of the Champion Entities.
The decrease in consulting/payroll and other costs of $1,559,062 (or (43)% period over period) was primarily due to the overall decrease in headcount.
It was determined that the Company needed to write-down, reserve for impairment of approximately $1,570,816 of excess inventory value. For the year ended December 31, 2023, we incurred impairment of goodwill of $2,525,000, compared to $0 for the year ended December 31, 2022.
For the year ended December 31, 2024, we incurred impairment of goodwill and intangible assets of $0, compared to $1,912,559 for the year ended December 31, 2023. The impairment was due to the charges necessary to write down such asset to fair value as of December 31, 2023.
The increase in compensation expense – officers – deferred comp costs of $1,413,000 (in excess of 100% period over period (PoP)) was due to Company issuing shares of preferred stock that are convertible into common stock of the Company as well as the modification of the conversion terms of the same preferred stock that were previously issued to two (2) officers that are now able to be converted into common stock of the Company.
The decrease in compensation expense – officers – deferred comp costs of $674,357 was due to Company issuing shares of preferred stock that are convertible into common stock of the Company and the relative timing of vesting and expense of the shares.
The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted.
ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact this update will have on our consolidated The adoption had no material impact on our consolidated financial statements.
The increase in Revenues of $7,778,510 (or 92% period over period (PoP)) for the year ended December 31, 2023 compared to the year ended December 31, 2022, is primarily attributable to the closing of the Champion acquisition on July 29, 2022 and a general increase from Champion’s average quarterly sales of product.
The decrease in Revenues of $4,577,928 (or (29)% period over period) for the year ended December 31, 2024 compared to the year ended December 31, 2023 is primarily attributable to slower sales driven by current market conditions.
For the year ended December 31, 2023, we incurred consulting/payroll and other costs of $3,347,070 compared to consulting/payroll and other costs of $905,843 for the year ended December 31, 2022.
Overall, we saw a $1,536,547 increase in operating expenses or a 15% period over period increase in operating expenses from the prior year comparable period. 44 For the year ended December 31, 2024, we incurred consulting/payroll and other costs of $2,039,777 compared to consulting/payroll and other costs of $3,598,839 for the year ended December 31, 2023.
The increase in administrative and other expense of $126,990 (or 4% period over period (PoP)) relates primarily to significant legal and other professional fees that we incurred during 2022 in anticipation of our registered public offerings, offset by other additional expenses picked up from our acquisition of Champion and recent financing efforts.
The increase in administrative and other expense of $2,841,749 (or 89% period over period) relates primarily to legal and other professional fees that we incurred during 2024 in connection with the increased legal, accounting, and audit fees as a result of our reaudits.
Other income and expenses For the year ended December 31, 2023, we incurred interest expense of $406,252 , compared to interest expense of $358,689 for the year ended December 31, 2022.
Other income and expenses For the year ended December 31, 2024, we incurred interest expense of $3,969,485 compared to interest expense of $363,567 for the year ended December 31, 2023. The increase in interest expense ($3,605,918) is due to a significant number of debt agreements we entered into during 2024 to fund our working capital needs.
The Company’s accumulated deficit was ($45,213,594) as of December 31, 2023, and ($34,112,810) as of December 31, 2022. The Company’s working capital surplus was $ 4,551,927 as of December 31, 2023, compared to $6,678,562 as of December 31, 2022.
The Company’s accumulated deficit was ($65,086,200) as of December 31, 2024, and ($47,481,836) as of December 31, 2023. The Company’s working capital deficit was $8,940,228 as of December 31, 2024, compared to a surplus of $2,545,744 as of December 31, 2023.
The increase in Gross Margin of $1,096,006 (or 56% period over period (PoP)) for the year ending December 31, 2023, compared to the year ending December 31, 2022 is again due to the closing of the Champion acquisition on July 29, 2022.
The decrease in Gross Margin of $1, 918,573 (or (107)% period over period) for the year ending December 31, 2024 compared to the year ending December 31, 2023 primarily due to slower sales and current market conditions. Gross Margin percentages for the years ended December 31, 2024 were (1)% compared to 11% for the year ended December 31, 2023.
The Company believes as it grows its sales base it will need to increase administrative and other expenses commensurate with an overall increased profit into the future. For the year ended December 31, 2023, we incurred depreciation and amortization expense of $104,229, compared to depreciation and amortization expense of $50,087 for the year ended December 31, 2022.
For the year ended December 31, 2024, we incurred depreciation and amortization expense of $145,548 compared to depreciation and amortization expense of $104,229 for the year ended December 31, 2023. The increase in depreciation and amortization expense primarily relates to the amortization related to goodwill and intangible assets.
(“ KBI ”), pursuant to which KBI purchased a revenue interest from us for $500,000, less $5,000 in transaction expenses.
On April 19, 2024, we entered into a Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from us for $500,000.
Removed
Operations On June 9, 2016, a change in control occurred, a sixty percent (60%) ownership interest was obtained by American Rebel, Inc. from a former officer and director who was also our founder. On June 17, 2017, the Company acquired the business of its control stockholder accounted for and presented financially as a reverse merger transaction.
Added
We repaid the lender $75,000 due under the prior loan and entered into new loan agreement where we agreed to pay the lender the remaining $75,000 on or before March 31, 2024. The principal balance bears interest at 12% per annum.
Removed
(“Champion Safe”), Superior Safe, LLC (“Superior Safe”), Safe Guard Security Products, LLC (“Safe Guard”), Champion Safe De Mexico, S.A. de C.V. (“Champion Safe Mexico”) and, together with Champion Safe, Superior Safe, Safe Guard and Champion Safe Mexico, collectively, the (“Champion Entities”) and Mr.
Added
On March 21, 2024, we entered into a securities purchase agreement with an accredited investor (“the Lender”), pursuant to which the Lender made a loan to us, evidenced by a promissory note in the principal amount of $235,750.
Removed
Crosby (“Seller”) (the “Champion Purchase Agreement”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock and membership interests of the Champion Entities from the Seller. This transaction was completed on July 29, 2022.
Added
A one-time interest charge or points amounting to 15% (or $35,362) and fees of $5,000 were applied at the issuance date, resulting in net proceeds of $200,000.
Removed
We have included the Champion Entities assets and liabilities as of that date and the subsequent financial activity through the date of this Annual Report in our Consolidated Financial Statements. For all intent and purposes, the Champion Entities have been integrated with our existing operations and are under the control of our management team.
Added
Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in seven payments; the first payment shall be in the amount of $162,667.20 and is due on June 30, 2024 with six subsequent payments each in the amount of $18,074.14 due on the 30 th of each month thereafter (total repayment of $271,112 on or by December 31, 2024).
Removed
The Secured Loan is secured by all of the assets of the Company and its subsidiaries second only to a previously secured line of credit and contains other customary terms and conditions for agreements of its type. Further, the Company’s CEO, Charles A. Ross, Jr., provided a personal guaranty for the Secured Loan.
Added
We have the right to prepay the note within one hundred eighty days at a discount of 5%. Effective interest rate on this loan is 81.1% with 15 points paid up front as a fee.
Removed
On December 28, 2023, the Company entered into a $500,000 Business Loan and Security Agreement (the “Second Secured Loan”) with Alt Banq Inc., an accredited investor lending source (“Alt Banq”). Under the Second Secured Loan, the Company received $490,000 on December 29, 2023, which was net of fees to Alt Banq.
Added
On March 22, 2024, we entered into another Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from the Company for $100,000.
Removed
The Second Secured Loan requires 52 weekly payments of $11,731, for a total repayment of $610,000 to Alt Banq. The principal balance bears interest at 22% per annum.
Added
The Secured Loan provides for a default fee of $15,000 for any late payments on the weekly payments. As long as the Secured Loan is not in default, we may prepay the Secured Loan pursuant to certain prepayment amounts set forth in the Secured Loan.
Removed
The Second Secured Loan, is secured by all of the assets of the Company and its subsidiaries second only to a previously secured line of credit and contains other customary terms and conditions for agreements of its type. Further, the Company’s CEO, Charles A. Ross, Jr., provided a personal guaranty for the Second Secured Loan.
Added
Further, any default by us allows the Lender to take necessary actions to secure its collateral and recovery of funds. On April 1, 2024, we entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from us for $100,000.
Removed
Unsecured Loan The Company refinanced a $600,000 note with an accredited investor that was due March 31, 2023 with a new note dated July 1, 2023. The total amount refinanced with an accredited investor is $450,000, with $150,000 due December 31, 2023, and $300,000 due June 30, 2024.
Added
As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by us pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $10,000 per month from us generated from our operating subsidiaries. 40 On April 9, 2024, we entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from us for $100,000.
Removed
Interest will be paid quarterly in the amount of 12% on the outstanding principal amounts.
Added
As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by us pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $10,000 per month from us generated from our operating subsidiaries.
Removed
Armistice PIPE and Warrant Exercise On June 27, 2023, we entered into a PIPE transaction with Armistice Capital Master Fund Ltd. for the purchase and sale of $2,993,850.63 of securities, consisting of (i) 71,499 shares of Common Stock at $4.37 per share, (ii) prefunded warrants (the “2023 Prefunded Warrants”) that are exercisable into 615,000 shares of Common Stock (the “ 2023 Prefunded Warrant Shares”) at $4.37 per Prefunded Warrant, and (iii) immediately exercisable warrants to purchase up to 686,499 shares of Common Stock at an initial exercise price of $4.24 per share and will expire five years from the date of issuance.
Added
On April 9, 2024, we entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from us for $300,000.
Removed
On September 8, 2023, Armistice exercised certain existing warrants by paying $3,287,555.70 for 2,988,687 shares of the Company’s common stock at a reduced exercise price of $1.10 per share in consideration for the Company’s agreement to issue two new common stock purchase warrants to purchase, in the aggregate, up to 5,977,374 shares of the Company’s common stock. 42 Revenue Interest Purchase Agreement On December 19, 2023, we entered into a Revenue Interest Purchase Agreement (the “ Revenue Interest Purchase Agreement ”) with Kingdom Building Inc.
Added
As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by the Company pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $30,000 per month from us generated from its operating subsidiaries.
Removed
There are no distinct limitations or requirements that we are to produce revenue, or sufficient revenue to cover these payments. Under the Revenue Interest Purchase Agreement, we have an option (the “ Call Option ”) to repurchase the Revenue Interest at any time upon two days advance written notice.
Added
On April 9, 2024, we entered into an additional Revenue Interest Purchase Agreement with an individual accredited investor, pursuant to which the investor purchased a revenue interest from us for $75,000.
Removed
Additionally, KBI has an option (the “ Put Option ”) to terminate the Revenue Interest Purchase Agreement and to require us to repurchase future Revenue Interest upon us consummating a public offering pursuant to Regulation A.
Added
As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by us pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $7,500 per month from us generated from our operating subsidiaries.
Removed
The repurchase price to be paid by us will be, if the Call Option or the Put Option is exercised (i) $625,000 if repurchased on or before March 31, 2024; and (ii) $687,500 after April 1, 2024; in each case of (i) or (ii), minus all Revenue Interest or other payments made by us to KBI prior to such date.
Added
As consideration for such payment, commencing on June 1, 2024 and continuing thereafter until all amounts are repurchased by us pursuant to the terms of the Revenue Interest Purchase Agreement, the investor has a right to receive $50,000 per month from us generated from its operating subsidiaries.
Removed
In addition, the Revenue Interest Purchase Agreement contains various representations and warranties, covenants and other obligations and other provisions that are customary for a transaction of this nature. Further, in March and April of 2024 we have entered into several additional revenue interest purchase agreements, which are described in Item 9B below.
Added
On May 28, 2024, we entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC, an accredited investor, pursuant to which the Lender made a loan to us, evidenced by a promissory note in the principal amount of $111,550.
Removed
Description of Our Business Company Overview American Rebel is boldly positioning itself as America’s Patriotic Brand. The Company has identified the market opportunity to design, manufacture, and market innovative concealed carry products and safes.
Added
An original issue discount of $14,550 and fees of $7,000 were applied on the issuance date, resulting in net loan proceeds of $90,000.
Removed
For the year ended December 31, 2023, we reported Cost of Goods Sold of $13,191,886, compared to Cost of Goods Sold of $6,509,382 for the year ended December 31, 2022.
Added
Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in nine payments in the amount of $13,881.78, with the first payment due on June 30, 2024, and remaining eight payments due on the last day of each month thereafter (a total payback to the Lender of $124,936.00).
Removed
The increase in Cost of Goods Sold of $6,682,504 (or 103% period over period (PoP)) for the current period is due to a significantly greater number of sales of product during the period compared to the year ending December 31, 2022 and again attributable to the closing of the Champion acquisition on July 29, 2022.

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