AMERICAN REBEL ANNOUNCES CLOSING OF UP TO $11 MILLION PRIVATE PLACEMENT PRICED AT-THE-MARKET UNDER NASDAQ RULES

Rhea-AI Summary

American Rebel Holdings (NASDAQ: AREB) has closed a private placement offering, raising $2.5 million in initial gross proceeds through the sale of 724,640 shares of common stock (or pre-funded warrants) and accompanying warrants. The deal includes series A and B warrants that could potentially generate an additional $8.5 million if fully exercised.

The offering, priced at $3.45 per share, includes series A warrants (5-year term) and short-term series B warrants (18-month term), both with an exercise price of $2.95 per share. H.C. Wainwright & Co. served as the exclusive placement agent. The company plans to use the net proceeds for working capital and general corporate purposes.

The securities were offered through a private placement under Section 4(a)(2) of the Securities Act and have not been registered. The company has agreed to file a resale registration statement for these securities.

Positive

• Secured immediate funding of $2.5 million through private placement
• Potential for additional $8.5 million through warrant exercises
• At-the-market pricing under Nasdaq rules indicates fair market value

Negative

• Potential dilution for existing shareholders through new share issuance
• No guarantee that warrants will be exercised for additional funding
• Offering price of $3.45 with warrant exercise price at $2.95 suggests discount to market

Insights

Financial Analyst

American Rebel's $11 million private placement represents a significant capital raise for this micro-cap company, with $2.5 million secured upfront and potential for an additional $8.5 million if all warrants are exercised. The structure of this financing is particularly noteworthy.

The deal includes 724,640 shares priced at $3.45 per share, along with two tiers of warrants: Series A warrants for 724,640 shares and Series B warrants for 2,173,920 shares, both exercisable at $2.95. This structure suggests investors needed additional incentives beyond just common stock.

There are several important implications here. First, the immediate $2.5 million provides critical working capital for operations across their diverse business segments including beer, safes, and security products. Second, the 18-month expiration on Series B warrants creates a relatively short timeline for potential additional funding.

The "at-the-market" pricing under Nasdaq rules indicates the deal was priced at fair market value rather than at a premium, which is typical for companies needing capital quickly. The involvement of H.C. Wainwright as placement agent adds credibility to the transaction.

Notably, the company specifically mentions there's "no assurance" the warrants will be exercised, acknowledging the uncertainty around the full $11 million potential raise. This financing appears designed to provide immediate operational support while creating potential for additional capital if business conditions improve.

$2.5 million upfront with up to approximately $8.5 million of potential aggregate gross proceeds upon the exercise in full of warrants

Nashville, TN, April 09, 2025 (GLOBE NEWSWIRE) -- American Rebel Holdings, Inc. (NASDAQ: AREB) (“American Rebel” or the “Company”), creator of American Rebel Beer and a designer, manufacturer, and marketer of branded safes, personal security and self-defense products and apparel, today announced the closing of its previously announced private placement for the purchase and sale of an aggregate of 724,640 shares of common stock (or pre-funded warrant in lieu thereof), series A warrants to purchase up to 724,640 shares of common stock and short-term series B warrants to purchase up to 2,173,920 shares of common stock at a purchase price of $3.45 per share of common stock (or per pre-funded warrant in lieu thereof) and accompanying warrants priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants have an exercise price of $2.95 per share and are exercisable immediately upon issuance. The series A warrants expire five years from the date of issuance and the short-term series B warrants expire eighteen months from the date issuance.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the offering were approximately $2.5 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the series A warrants and the short-term series B warrants, if fully exercised on a cash basis, will be approximately $8.5 million. No assurance can be given that any of the series warrants will be exercised, or that the Company will receive cash proceeds from the exercise of the series warrants. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the securities issued in the private placement and shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, the Company has agreed to file a resale registration statement covering the securities described above.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About American Rebel Light Beer

Produced in partnership with AlcSource, American Rebel Light Beer (americanrebelbeer.com) is a domestic premium light lager celebrated for its exceptional quality and patriotic values. It stands out as America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.

American Rebel Light is a Premium Domestic Light Lager Beer – All Natural, Crisp, Clean and Bold Taste with a Lighter Feel. 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.

About American Rebel Holdings, Inc.

American Rebel Holdings, Inc. (NASDAQ: AREB) has operated primarily as a designer, manufacturer and marketer of branded safes and personal security and self-defense products and has recently transitioned into the beverage industry through the introduction of American Rebel Beer. The Company also designs and produces branded apparel and accessories. To learn more, visit americanrebelbeer.com or americanrebel.com. For investor information, visit americanrebel.com/investor-relations.

American Rebel Holdings, Inc.
info@americanrebel.com

American Rebel Beverages, LLC
Todd Porter, President
tporter@americanrebelbeer.com

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. American Rebel Holdings, Inc., (NASDAQ: AREB; AREBW) (the “Company,” “American Rebel,” “we,” “our” or “us”) desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “forecasts” “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements, which include, but are not limited to statements related the intended use of proceeds from the offering and the potential exercise of the series warrants. We have based these forward-looking statements primarily on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Important factors that could cause actual results to differ from those in the forward-looking statements include market and other conditions, benefits of Nationwide Ad Campaign, success and availability of the promotional activities and ad campaigns, our ability to effectively execute our business plan, and the Risk Factors contained within our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2023 and Form 10-Q for the quarter ended September 30, 2024. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

Company Contact:
tporter@americanrebelbeer.com
info@americanrebel.com
For Media Inquiries Contact:
Matt@Precisionpr.co

FAQ

What is the total potential value of American Rebel's (AREB) recent private placement?

The total potential value is $11 million, comprising $2.5 million in initial proceeds and up to $8.5 million if all warrants are exercised.

What are the terms of AREB's warrant offerings in the April 2025 private placement?

The offering includes series A warrants (5-year term) and series B warrants (18-month term), both with a $2.95 exercise price.

How many shares were issued in American Rebel's (AREB) private placement?

724,640 shares of common stock (or pre-funded warrants) were issued at $3.45 per share.

How will American Rebel (AREB) use the proceeds from the private placement?

The company will use the net proceeds for working capital and general corporate purposes.