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

Rhea-AI Summary

American Rebel Holdings (NASDAQ: AREB) has announced a private placement offering priced at-the-market under Nasdaq rules, expected to generate initial gross proceeds of $2.5 million. The company is selling 724,640 shares of common stock at $3.45 per share, along with series A and B warrants.

The deal includes series A warrants to purchase up to 724,640 shares and short-term series B warrants for up to 2,173,920 shares, both with an exercise price of $2.95 per share. If all warrants are fully exercised, the company could receive additional gross proceeds of approximately $8.5 million.

The private placement, with H.C. Wainwright & Co. as exclusive placement agent, is expected to close around April 7, 2025. The company plans to use the net proceeds for working capital and general corporate purposes.

Positive

• Immediate capital raise of $2.5 million to strengthen working capital
• Potential additional $8.5 million from warrant exercises
• At-the-market pricing suggests fair market valuation

Negative

• Potential dilution for existing shareholders through share issuance
• No guarantee that warrants will be exercised for additional proceeds
• Offering expenses and placement agent fees will reduce net proceeds

Insights

Financial Analyst

American Rebel's $11 million private placement represents a significant capital infusion for a company trading at penny stock levels. The structure is noteworthy: $2.5 million immediate funding with potential for $8.5 million more through warrant exercises.

The at-market pricing ($3.45 per share) avoids the steep discounts often seen in distressed offerings, suggesting reasonable investor confidence. However, the substantial warrant component (series A warrants matching shares 1:1 and series B warrants at a 3:1 ratio) indicates investors wanted additional upside potential to accept the deal terms.

This financing provides crucial working capital, but the dilution impact is significant given the company's micro-cap status. The fact that H.C. Wainwright secured institutional participation for a company with such a low trading price is positive.

The key risk lies in the "no assurance" language regarding warrant exercise - the full $11 million depends entirely on the stock trading above the $2.95 exercise price during the warrant terms. Without share count disclosure, precise dilution impact can't be calculated, but the volume relative to market cap suggests material expansion of the share base.

For a company with diverse business lines (safes, beer, apparel), this capital provides operational runway while they attempt to scale these various ventures.

$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 04, 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 that it has entered into definitive agreements 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 in a private placement priced at-the-market under Nasdaq rules. The series A warrants and the short-term series B warrants will have an exercise price of $2.95 per share and will be exercisable immediately upon issuance. The series A warrants will expire five years from the date of issuance and the short-term series B warrants will expire eighteen months from the date issuance. The private placement is expected to close on or about April 7, 2025, subject to the satisfaction of customary closing conditions.

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

The gross proceeds from the offering are expected to be 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 are being 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 to the completion of the offering, the satisfaction of customary closing conditions related to the offering, the intended use of proceeds therefrom 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

How much initial funding will American Rebel (AREB) raise in the April 2025 private placement?

American Rebel will raise approximately $2.5 million initially through the private placement of common stock and warrants.

What is the exercise price for AREB's series A and B warrants in the 2025 offering?

Both series A and B warrants have an exercise price of $2.95 per share.

When do the AREB warrants expire from the April 2025 private placement?

Series A warrants expire in 5 years, while series B warrants expire in 18 months from issuance.

What is the maximum potential proceeds AREB could receive if all warrants are exercised?

If all warrants are exercised, AREB could receive additional gross proceeds of approximately $8.5 million.

How will American Rebel use the proceeds from the April 2025 private placement?

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