{"url_path":"/sec/areb/8-k/2026-07-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1648087/0001493152-26-034059-index.html","accession_number":"0001493152-26-034059","cik":"0001648087","ticker":"AREB","issuer_name":"AMERICAN REBEL HOLDINGS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1648087/0001493152-26-034059-index.html","primary_entity_key":"0001648087","primary_entity_name":"AMERICAN REBEL HOLDINGS INC"},"word_count":2072,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\n1800\nDiagonal Note\n\n \n\nOn\nJuly 6, 2026, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending, LLC (“1800”), pursuant\nto which 1800 made a loan to the Company, evidenced by a promissory note in the principal amount of $124,200 (the “Note”).\nAn original issue discount of $16,200 and fees of $8,000 were applied on the issuance date, resulting in net loan proceeds to the Company\nof $100,000. Accrued, unpaid interest and outstanding principal, subject to adjustment, is required to be paid in ten payments as follows:\n\n \n\nPayment Date \nAmount of Payment \n\nDecember 30, 2026 \n$73,743.52 \n\nJanuary 30, 2027 \n$8,193.72 \n\nFebruary 28, 2027 \n$8,193.72 \n\nMarch 30, 2027 \n$8,193.72 \n\nApril 30, 2027 \n$8,193.72 \n\nMay 30, 2027 \n$8,193.72 \n\nJune 30, 2027 \n$8,193.72 \n\nJuly 30, 2027 \n$8,193.72 \n\nAugust 30, 2027 \n$8,193.72 \n\nSeptember 30, 2027 \n$8,193.72 \n\n \n\n(a\ntotal payback to 1800 of $147,487.00).\n\n \n\nUpon\nthe occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Company\nwill be obligated to pay to 1800, in full satisfaction of its obligations, an amount equal to 150% times the sum of (w) the then outstanding\nprincipal amount of the Note plus (x) accrued and unpaid interest on the unpaid principal amount of the Note to the date of payment plus\n(y) default interest, if any, at the rate of 22% per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts\nowed to 1800 pursuant to the conversion rights referenced below.\n\n \n\nOnly\nupon an occurrence of an event of default under the Note, 1800 may convert the outstanding unpaid principal amount of the Note into restricted\nshares of common stock of the Company at a discount of 25% of the market price. 1800 agreed to limit the amount of stock received to\nless than 4.99% of the total outstanding common stock. There are no warrants or other derivatives attached to this Note. The Company\nagreed to reserve a number of shares of common stock equal to four times the number of shares of common stock which may be issuable upon\nconversion of the Note at all times.\n\n \n\nThe\nforegoing descriptions of the Note and the Securities Purchase Agreement and of all of the parties’ rights and obligations under\nthe Note and the Securities Purchase Agreement are qualified in its entirety by reference to the Note and the Securities Purchase Agreement,\ncopies of which are filed as Exhibits 10.1 and 10.2 respectively to this Current Report on Form 8-K, and of which are incorporated herein\nby reference.\n\n \n\nStreeterville\nJune 2025 Note Exchange Agreements\n\n \n\nOn\nJuly 2 and 15, 2026, the Company entered into Exchange Agreements (the “Note Exchanges”) with Streeterville Capital, LLC.\nThe Company previously entered into that certain Secured Promissory Note (the “Note”), with an original issuance date of\nJune 26, 2025 in the principal amount of $5,470,000. Pursuant to the Note Exchanges, the Company and Streeterville agreed to partition\ntwo new Secured Promissory Notes in the original principal amount of $175,000 and $155,000 (the “Partitioned Notes”) from\nthe Note and then cause the outstanding balance of the Note to be reduced by an amount equal to the initial outstanding balances of the\nPartitioned Notes. Concurrently, the Partitioned Notes were exchanged for 652,254 and 1,000,000 shares, respectively, of the Company’s\ncommon stock.\n\n \n\n2\n\n \n\n \n\nThe\nform of Note Exchange was identical for each exchange except for the Partitioned Note amounts and number of shares converted thereunder.\n\n \n\nThe\nforegoing descriptions of the Note Exchanges are not a complete description of all of the parties’ rights and obligations under\nthe Note Exchanges, and are qualified in its entirety by reference to the Form Note Exchange Agreement, a copy of which was filed as\nExhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2026.\n\n \n\nStreeterville\nCapital Note (DACA)\n\n \n\nOn\nJuly 10, 2025, American Rebel Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase\nAgreement”) with Streeterville Capital, LLC (“Lender”) pursuant to which the Company issued and sold to the Lender\na secured convertible promissory note in the original principal amount of $6,235,000 (the “Note”). The Note carries an original\nissue discount of $565,000 and the Company agreed to pay $20,000 to the Lender to cover its legal fees, accounting costs, due diligence,\nmonitoring and other transaction costs, each of which were deducted from the proceeds of the Note received by the Company’s wholly-owned\nsubsidiary, Champion Safe Company, Inc. On the Closing Date Lender paid $650,000.00 to Champion Safe and $5,000,000.00 was sent to an\naccount at Lakeside Bank owned by the Company’s wholly-owned subsidiary, ARH Sub, LLC, a Utah limited liability company (“ARH\nSub”), to be held pursuant to an Amended and Restated Deposit Account Control Agreement (“DACA”).\n\n \n\nInterest\nunder the Note accrues at a rate of 10% per annum. The unpaid amount of the Note, any interest, fees, charges and late fees are due twelve\nmonths following the date of issuance. The Company may prepay all or any portion of the outstanding balance of the Note at a rate of\n120% multiplied by the portion of the outstanding Note balance the Company wishes to prepay.\n\n \n\nEach\ntime the outstanding balance of the Note is reduced (whether by repayment or otherwise) by at least $300,000.00, the Company will have\nthe right to cause the release from the deposit account of an amount equal to one-half (1/2) of such balance reduction amount (i.e.,\n$150,000.00 for each $300,000.00 of the outstanding balance reduced). Any release of funds from the deposit account shall be effected\nin accordance with the terms of the DACA.\n\n \n\nThe\nCompany’s obligations under the Note and the other transaction documents are secured by the DACA, a guaranty from the Company’s\nsubsidiaries: Champion Safe Company, Inc., Superior Safe Co., LLC, ARH Sub, LLC, Safe Guard Security Products LLC, and Champion Safe\nde Mexico, S.A. de C.V. (the “Guaranty”) and a pledge (the “Pledge”) by the Company of all membership interest\nin the subsidiaries (collectively, the “Security Agreements”).\n\n \n\nAt\nany time following the occurrence of an Event of Default (as defined in the Note), the Lender may, upon prior written notice to the Company,\nincrease the outstanding balance of the Note by 15% for each occurrence (a “Trigger Effect”), provided that the Trigger Effect\nmay only be applied three times.\n\n \n\nFollowing\nthe occurrence of any Event of Default, the Lender may, upon written notice to the Company, (i) accelerate the Note, with the outstanding\nbalance of the Note following application of the Trigger Effect (the “Mandatory Default Amount”) becoming immediately due\nand payable in cash, and (ii) cause interest on the outstanding balance of the Note beginning on the date the applicable Event of Default\noccurred to accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. Notwithstanding\nthe foregoing, upon the occurrence of certain Trigger Events related to bankruptcy or insolvency, immediately and without notice, an\nEvent of Default will be deemed to have occurred and the outstanding balance of the Note as of the date of the occurrence of such Bankruptcy-Related\nTrigger Event will become immediately and automatically due and payable in cash at the Mandatory Default Amount.\n\n \n\nPursuant\nto the terms of the Purchase Agreement, until all of the Company’s obligations under the Note and all other transaction documents\nare paid and performed in full, the Company agreed to comply with certain covenants, including but not limited to the following: (i)\nthe Company agreed not to make any Restricted Issuances (as defined in the Purchase Agreement and described below) or grant any lien,\nsecurity interest or encumbrance, other than Permitted Liens (as defined in the Security Agreement) on any of its subsidiaries assets,\nin each case without the Lender’s prior written consent, which consent may be granted or withheld in the Lender’s sole discretion,\nand (ii) the Company agreed not to enter into any agreement or otherwise agree to any covenant, condition, or obligation that locks up,\nrestricts in any way or otherwise prohibits the Company from issuing Company securities to the Lender or any of the Lender’s affiliates.\n\n \n\n3\n\n \n\n \n\nSubject\nto certain exceptions set forth in the Purchase Agreement, Restricted Issuances include the incurrence or guaranty of any debt obligations\nother than trade payables in the ordinary course of business, the issuance of any securities that: (1) have or may have conversion rights\nof any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right\nvaries with the market price of the Company’s common stock, (2) are or may become convertible into the Company’s common stock\n(including without limitation convertible debt, warrants or convertible preferred shares), with a conversion price that varies with the\nmarket price of the Company’s common stock, even if such security only becomes convertible following an event of default, the passage\nof time, or another trigger event or condition; (3) have a fixed conversion price, exercise price or exchange price that is subject to\nbeing reset at some future date at any time after the initial issuance of such debt or equity security (A) due to a change in the market\nprice of the Company’s common stock since the date of the initial issuance, or (B) upon the occurrence of specified or contingent\nevents directly or indirectly related to the business of Company (including, without limitation, any “full ratchet” or “weighted\naverage” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization,\nnon-cash dividend, stock split or other similar transaction); or (4) are issued in connection with a Section 3(a)(9) exchange, a Section\n3(a)(10) settlement, or any other similar settlement or exchange.\n\n \n\nNone\nof the following will be considered Restricted Issuances: (i) current or future “at the market” facilities; (ii) direct offerings\nof common stock or warrants provided that such offerings do not contain any variable pricing terms exceeding a 25% discount to the market\nprice of the Common Shares; (iii) unsecured promissory notes issued to 1800 Diagonal Lending, LLC, provided that the aggregate outstanding\nprincipal amount owed by the Company to 1800 Diagonal Lending, LLC does not exceed $850,000 at any time after giving effect to the issuance\nof such promissory note(s); (iv) issuances of Common Shares to Silverback Capital Corporation pursuant to Section 3(a)(10) settlement\nagreements; (v) a commercially reasonable working capital line for American Rebel Beverages, LLC to be primarily used for inventory purchases\nup to $1,500,000.00; (vi) any Regulation Crowdfunding offering by American Rebel Licensing NIL I, Inc. conducted through DealMaker or\nany successor platform; and (vii) any Regulation A offering by Company with Digital Offering Inc., Nant Global Finance Inc., or any successor\nplacement, marketing, technology or administrative provider.\n\n \n\nThe\nforegoing description of the Note, the Purchase Agreement, the DACA, the Guaranty, the Security Agreement and the Pledge does not purport\nto be complete and is qualified in its entirety by reference to the full text of the Note, the Purchase Agreement, the Guaranty, the\nSecurity Agreement, and the Pledge, copies of which are filed as Exhibits 4.4, 10.3, 10.4, 10.5, 10.6 and 10.7 to this report, respectively,\nand are incorporated herein by reference.\n\n \n\nAgile\nExchange and Settlement Agreement\n\n \n\nOn\nJuly 13, 2026, the Company entered into an Exchange and Settlement Agreement (the “Securities Exchange Agreement”) with Agile\nCapital Funding, LLC (“Agile”).\n\n \n\nThe\nCompany previously entered into that certain Business Loan and Security Agreement (the “Loan Agreement”), pursuant to which\nAgile extended a term loan to the Company in an original principal amount of $787,500 dated December 4, 2025.\n\n \n\nPursuant\nto the Securities Exchange Agreement, AREB and Agile exchanged all amounts due pursuant to the Loan Agreement for 1,069,710 shares of\nthe Company’s common stock (the “Conversion Shares”), valued at $0.1725 per share.\n\n \n\n4\n\n \n\n \n\nUpon\nconsummation of the exchange, the Loan Agreement, the eleven payments totaling $184,525 set forth in the Securities Exchange Agreement\nare fully satisfied.\n\n \n\nThe\nSecurities Exchange Agreement included representations, warranties and covenants by the Company and Agile that are customary for a transaction\nof this type.\n\n \n\nThe\nforegoing description of the Securities Exchange Agreement is not a complete description of all of the parties’ rights and obligations\nunder the Securities Exchange Agreement, and is qualified in its entirety by reference to the Securities Exchange Agreement, a copy of\nwhich is filed as Exhibit 10.8 to this Current Report on Form 8-K."}