American Rebel Holdings has converted portions of two existing obligations into common stock and arranged a new, potentially much larger financing facility. The stock exchanges reduce preferred-stock and debt balances while adding shares to the company’s equity; the new financing provides access to cash in tranches, beginning with a $500,000 note.
The planned use of the new funds is focused mainly on expanding American Rebel Beverages, including inventory, production, distribution and marketing. The new notes are unsecured and subordinate to Streeterville Capital’s rights in specified collateral.
Stock exchanges and debt reduction
- Horberg Enterprises: On October 14, American Rebel exchanged 6,800 shares of Series D preferred stock for 51 shares of Series E preferred stock, stated as representing $51,000. It then exchanged those 51 Series E shares for 1,104,853 common shares.
- Streeterville Capital: The company separated a new $65,000 secured note from its existing June 2025 note, which originally had $5.47 million in principal. The new note was exchanged for 990,853 common shares, and the outstanding balance of the original note was reduced by an amount equal to the new note’s initial outstanding balance.
Hinterland financing
- On October 22, the company entered into a financing arrangement with Hinterland Partners that could provide up to $45 million in aggregate purchase price, corresponding to note principal of up to $50 million, subject to adjustments and the terms that apply to each tranche. The full amount is not an upfront cash commitment: the arrangement is structured for multiple tranches.
- The first tranche was a note with $500,000 in principal, issued for a purchase price of $450,000. After $10,000 for legal fees, a $10,000 due-diligence fee and a $13,500 placement-agent fee were withheld, the net funding was $416,500.
- The first tranche includes a prorated, one-time interest charge of $60,000. Each tranche matures 12 months after its funding date.
- The company plans to use the proceeds mainly for American Rebel Beverages’ business development and working capital. Listed uses include purchasing and managing inventory, production, freight, distributor development, retailer placement, sales and marketing, promotional partnerships and brand-building.
- Some proceeds may also support Champion Safe Company, American Rebel Licensing NIL I or other subsidiaries, but only where the spending fits within allowances and exceptions in the company’s existing financing agreements.
- Hinterland’s notes are unsecured: they do not create a lien on collateral pledged under the Streeterville arrangements. Hinterland’s rights are also junior to Streeterville’s rights with respect to specified collateral and proceeds from that collateral, including certain deposit accounts.
- Management said it believes the financing and intended use of the first-tranche proceeds are structured to fit within applicable provisions of the company’s existing financing agreements.
What changes for investors
The two October 14 exchanges add a combined 2,095,706 common shares and reduce the associated preferred-stock and debt obligations. The Hinterland agreement, by contrast, adds borrowing capacity rather than equity at this stage: the first tranche creates a 12-month note, while access to the broader facility depends on the terms and conditions for later tranches.