AMERICAN REBEL HOLDINGS INC: Delisting from Nasdaq and Transition to OTC Markets

Event Description

AMERICAN REBEL HOLDINGS INC (AREB) faces a significant change: Nasdaq has decided to delist the company's securities. This decision stems from the company's common stock failing to maintain a minimum price of $1.00 per share for 30 consecutive business days.

The company's board of directors chose not to appeal Nasdaq's delisting notice. Instead, AMERICAN REBEL HOLDINGS INC plans a structured transition for its common stock (AREB) and warrants (AREBW) to the OTC Markets.

Nasdaq also deemed the company ineligible for a compliance period (a grace period to regain compliance). This was due to its history of four reverse stock splits since October 2024, with a combined ratio of 1-for-90,000. The company's CEO stated that the Nasdaq market had become an "untenable environment" for many small companies and believes moving to the OTC Markets offers a more "value-focused" approach to concentrate on business growth.

Additionally, the company converted certain special "preferred" shares into regular common shares, which increased the total number of common shares outstanding.

Event Timeline

• Nasdaq Delisting Notice Issued: February 4, 2026.
• Board Decision Not to Appeal: February 11, 2026.
• Nasdaq Suspension Scheduled: Securities are scheduled for suspension from Nasdaq trading on February 13, 2026.
• Period of Non-Compliance: The company's stock price remained below $1.00 for 30 consecutive business days from December 17, 2025, through January 30, 2026.
• Preferred Shares Conversion Date: February 10, 2026.

Impact Assessment

This delisting marks a pivotal moment for AMERICAN REBEL HOLDINGS INC and its stakeholders. Here's how various parties are affected:

• Certainty of Delisting: The board's decision not to appeal makes the delisting from Nasdaq certain and irreversible.
• Loss of Prestige and Visibility: Moving to the OTC Markets is a significant downgrade. It reduces the company's profile and makes attracting new institutional and retail investors more challenging. A Nasdaq listing typically provides greater credibility and ease of trading.
• Failure of Reverse Stock Splits: The inability to maintain the $1.00 price, despite four extreme reverse stock splits (1-for-90,000), highlights deep-seated issues with market valuation and company health.
• Impact on Employees: While no immediate change is expected, persistent financial struggles or difficulty raising capital post-delisting could impact future growth and job security.
• Impact on Customers: Customers are unlikely to see immediate differences in products or services.
• Impact on Investors:
  • Shares Transition: Existing shares will transition from Nasdaq to the OTC Markets.
  • Trading Environment: OTC Markets are less regulated, often have fewer buyers and sellers, and can make buying or selling shares more difficult. Stock prices can also become more volatile.
  • Liquidity and Price Volatility: Investors should expect reduced liquidity (fewer people trading) and potentially wider price swings. Brokerage firms may also have different rules or limitations for trading OTC stocks.
  • "Penny Stock" Rules: Trading on OTC Markets can sometimes trigger "penny stock" rules, which may impose additional restrictions and paperwork for investors.
  • Increased Share Count: The conversion of preferred shares increased the total common shares outstanding to 10,434,069, which can reduce per-share metrics like earnings per share.
• Impact on Competitors: If AMERICAN REBEL HOLDINGS INC struggles due to delisting or financial issues, its competitive position could weaken, potentially creating opportunities for rivals.
• Future Outlook:
  • Immediate: Shares and warrants will be suspended from Nasdaq trading on February 13, 2026. Nasdaq will then file paperwork with the SEC to formally remove the securities from the exchange.
  • Short-term: The company will work to get its shares quoted on the OTC Markets, initially starting with OTCID, with aspirations to upgrade to OTCQB (and potentially OTCQX) as it meets requirements.
  • Long-term Goal: The company intends to remain a "fully reporting public company" (filing financial reports with the SEC) and aims to "recalibrate," improve its business (e.g., through acquisitions and division growth), and eventually relist on a national exchange like Nasdaq or NYSE. This is a significant challenge given the current financial state.

Financial Impact

The company's financial health presents significant concerns, which directly contributed to the delisting and pose ongoing challenges:

• Significant Net Loss: The company reported a net loss of over $28 million in the first nine months of 2025.
• Accumulated Deficit: It reports an accumulated deficit (total losses over time) exceeding $93 million.
• Working Capital Deficit: A working capital deficit of over $17 million indicates that short-term assets are insufficient to cover short-term liabilities.
• Limited Cash Reserves: The company holds approximately $722,000 in cash as of September 30, 2025.
• High Total Liabilities: Total liabilities exceeded $28 million.
• "Going Concern" Warning: The company itself has warned of "substantial doubt regarding its ability to continue as a going concern."
• Cash-Flow and Debt Issues: It has experienced cash-flow problems, missed payments on loans, and faces high interest rates on its debt.
• Auditor and Reporting Issues: The company has faced past issues with auditors and financial reporting, which can impact investor confidence.

Key Takeaways for Investors

• High Risk and Volatility: This stock is extremely risky and volatile. The delisting is certain, and its future on the less regulated and less predictable OTC Markets further amplifies this risk.
• Understand OTC Markets: If you own shares, it is crucial to understand the implications of trading on the OTC Markets. These include reduced liquidity, potentially wider bid-ask spreads (the difference between buying and selling prices), difficulty in obtaining comprehensive information, and possible trading restrictions imposed by brokers.
• Focus on Financial Health: The company's underlying financial numbers (significant losses, accumulated deficit, working capital deficit, limited cash, high liabilities, and "going concern" warning) are paramount. These are the fundamental reasons for the low stock price and delisting, and they pose significant challenges for the company's future viability.
• Reverse Splits as a Warning: The extreme number and ratio of reverse stock splits were a clear indicator of deep-seated problems that ultimately failed to resolve the company's compliance issues.
• Long and Challenging Road Ahead: While the company has a stated goal of relisting on a major exchange, this is a very ambitious long-term objective given its current financial situation and the inherent challenges of operating and raising capital on the OTC Markets.
• Be Prepared: Investors should understand that this is not a temporary setback but a fundamental change in the company's public market status, reflecting serious financial pressures.