AMERICAN REBEL HOLDINGS INC

AMERICAN REBEL HOLDINGS INC. (AREB, AREBW): Nasdaq Delisting and Share Issuances – What Investors Need to Know

Investors in AMERICAN REBEL HOLDINGS INC. (AREB, AREBW) face a critical turning point: the company's common stock and warrants are being delisted from the Nasdaq Capital Market. This significant development, alongside recent substantial share issuances, carries serious implications for all investors.

Event Description (what happened)

The Core Event: Delisting from Nasdaq

On February 4, 2026, Nasdaq formally notified AMERICAN REBEL HOLDINGS INC. of its delisting. The company received a "Staff Determination Letter" because it failed to meet Nasdaq's minimum bid price rule (specifically, Nasdaq Listing Rule 5810(c)(3)(A)(iii)), which requires a stock to trade at or above $1.00 per share for 30 consecutive business days.

The company's Board of Directors chose not to appeal Nasdaq's decision. Consequently, the delisting will proceed as scheduled, effective at the opening of business on February 13, 2026.

Why No Grace Period? A History of Failed Attempts

Normally, Nasdaq grants companies a 180-day grace period to regain compliance with the minimum bid price rule. However, Nasdaq denied AMERICAN REBEL HOLDINGS INC. this extension. The exchange cited the company's history of repeated non-compliance and aggressive attempts to artificially inflate its share price. Since October 2024, the company has executed four reverse stock splits, with a staggering cumulative ratio of 1-for-90,000. These efforts, designed to boost the per-share price, ultimately failed to maintain compliance. This history signaled to Nasdaq a persistent inability to meet listing standards through fundamental business improvements.

Recent Share Issuances: Further Dilution

Adding to these challenges, the company recently issued a substantial number of new common shares on February 5, 6, and 9, 2026. These issuances included:

• Conversion of Preferred Stock: The company issued an undisclosed number of common shares to holders converting their Series D Convertible Preferred Stock. The company didn't provide much detail about this in their filing.
• Payments to Silverback Capital Corporation: It also issued an additional, undisclosed number of common shares to Silverback Capital Corporation. This transaction settled obligations under a prior financing agreement, likely related to debt or other financial commitments.

Event Date/Timeline

• February 4, 2026: Nasdaq sent the company a Staff Determination Letter.
• October 2024 - February 2026: Period during which the company executed four reverse stock splits.
• February 5, 6, and 9, 2026: Dates of recent substantial share issuances.
• February 13, 2026: Effective date of delisting from Nasdaq Capital Market.
• February 13, 2026 (expected): The company's common stock and warrants become eligible for quotation on the OTCID market.

Impact Assessment (who/what is affected)

The Nasdaq delisting delivers a severe blow, carrying several critical implications for both investors and the company:

• Loss of Prestige and Credibility: Nasdaq is a premier global exchange. Leaving it often signals serious financial distress, eroding investor confidence and the company's market standing.
• Reduced Liquidity and Visibility: After delisting, AMERICAN REBEL HOLDINGS INC. common stock and warrants will move to the OTCID market – a lower-tier, unregulated "over-the-counter" market. Trading on OTCID is typically far less active than on Nasdaq, making it significantly harder for investors to buy or sell shares quickly or at a fair price. This reduced liquidity can lead to wider differences between buying and selling prices (bid-ask spreads) and increased price volatility.
• Continued Price Pressure: The company itself anticipates a "material adverse effect on the trading price and volume" of its securities. The combination of delisting, reduced liquidity, and ongoing dilution will likely exert further downward pressure on the stock price.
• Limited Broker Access: Some brokerage firms may not facilitate trading on the OTCID market, further restricting investor access and liquidity.
• High Risk Investment: The company's repeated failure to maintain Nasdaq compliance, despite aggressive reverse stock splits and significant dilution, paints a picture of profound financial and operational challenges.
• Existing Shareholders: Existing shareholders will experience significant dilution from recent share issuances and face challenges trading their shares post-delisting.

Financial Impact (if applicable)

These recent share issuances have significantly increased the number of outstanding common shares, leading to substantial dilution for existing shareholders. Although the filing does not specify the exact percentage of dilution, the volume of shares issued suggests a material impact on each shareholder's ownership stake. The company anticipates a "material adverse effect on the trading price and volume" of its securities, directly impacting shareholder value. The delisting, with its associated loss of prestige and liquidity, may severely hamper the company's ability to raise future capital or attract new investors.

What Happens Next? The OTC Markets

Effective February 13, 2026, the company's common stock and warrants are expected to immediately qualify for quotation on the OTCID market.

The company intends to apply for trading on the OTCQB Venture Market. This market is a slightly more structured and regulated over-the-counter market than OTCID, requiring more robust reporting. However, no guarantee exists that the company will qualify for or receive approval to trade on the OTCQB, and the application process itself can take time. Investors should monitor for any announcements regarding this application.

Key Takeaways for Investors

This situation represents a major negative event for AMERICAN REBEL HOLDINGS INC. and its shareholders.

• Re-evaluate Your Position: The fundamental investment thesis for AREB has likely changed dramatically.
• Expect Extreme Volatility and Low Liquidity: Trading on the OTCID market will differ significantly from Nasdaq, bringing potentially large price swings and difficulty executing trades.
• High Risk Profile: This is now a very high-risk investment. The company's ability to raise future capital or attract new investors may be severely hampered.
• Consult a Financial Advisor: Given the complexity and significant risks, investors should consult a qualified financial advisor to understand the full implications for their portfolio.