UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from ___ to ___

Commission file number 001-41267

AMERICAN REBEL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

47-3892903

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

909 18th Avenue South, Suite A

Nashville, Tennessee

37212

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (833) 267-3235

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AREB	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	AREBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of November 14, 2023, was 5,019,920 shares, which does not include an additional 860,000 shares that are authorized but not yet outstanding.

AMERICAN REBEL HOLDINGS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

		Page No.
PART I. FINANCIAL INFORMATION		3

Item 1.	Interim Condensed Consolidated Financial Statements (unaudited)	3

	Condensed Consolidated Balance Sheets of American Rebel Holdings, Inc. at September 30, 2023 (unaudited) and December 31, 2022 (audited)	3

	Condensed Consolidated Statements of Operations of American Rebel Holdings, Inc. for the nine months and three months ended September 30, 2023 and 2022 (unaudited)	4

	Condensed Consolidated Statements of Stockholders Equity (Deficit) of American Rebel Holdings, Inc. for the nine months ended September 30, 2023 and 2022 (unaudited)	6

	Condensed Consolidated Statements of Cash Flows of American Rebel Holdings, Inc. for the nine months ended September 30, 2023 and 2022 (unaudited)	7

	Notes to the Condensed Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	36

Item 4.	Controls and Procedures	36

PART II. OTHER INFORMATION		37

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3.	Defaults upon Senior Securities	38

Item 4.	Mine Safety Disclosure	38

Item 5.	Other Information	38

Item 6.	Exhibits	38

Signatures		40

Part I. Financial Information

Item 1.- Interim Condensed Consolidated Financial Statements (unaudited)

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
				(audited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	1,633,238		$	356,754
Accounts receivable		2,631,439			1,613,489
Prepaid expense		166,137			207,052
Inventory		8,509,992			7,421,696
Inventory deposits		310,587			309,684
Total Current Assets		13,251,393			9,908,675

Property and Equipment, net		377,264			456,525

OTHER ASSETS:
Lease deposits and other		59,106			18,032
Right-of-use lease assets		1,237,618			1,977,329
Goodwill		4,525,000			4,200,000
Total Other Assets		5,821,724			6,195,361

TOTAL ASSETS	$	19,450,381		$	16,560,561

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable and other accrued expense	$	2,173,725		$	2,523,551
Accrued interest		28,919			103,919
Loan – Officer – related party		95,332			-
Loans – Working capital		1,152,972			602,643
Line of credit		1,689,163			-
Right-of-use lease liabilities, current		798,136			992,496
Total Current Liabilities		5,938,247			4,222,609

Right-of-use lease liabilities, long-term		439,482			984,833

TOTAL LIABILITIES		6,377,729			5,207,442

STOCKHOLDERS’ EQUITY (DEFICIT):
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 175,000, and 175,000 issued and outstanding, respectively at September 30, 2023 and December 31, 2022
Series A Preferred Shares		100			100
Series B Preferred Shares		75			75
Preferred stock, value		-			-
Common Stock, $0.001 par value; 600,000,000 shares authorized; 5,875,263 and 677,221 issued and outstanding, respectively at September 30, 2023 and December 31, 2022		5,875			677
Additional paid in capital		50,790,341			45,465,077
Accumulated deficit		(37,723,739	)		(34,112,810	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		13,072,652			11,353,119

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	19,450,381		$	16,560,561

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three months ended September 30, 2023			For the three months ended September 30, 2022
Revenue	$	3,345,552		$	4,102,761
Cost of goods sold		3,095,418			3,124,657
Gross margin		250,134			978,104

Expenses:
Consulting/payroll and other costs		1,039,273			1,227,953
Rental expense, warehousing, outlet expense		230,226			314,314
Product development costs		20,326			-
Marketing and brand development costs		517,345			119,122
Administrative and other		1,347,181			1,077,005
Depreciation and amortization expense		24,895			9,956
Total operating expense		3,179,246			2,748,350
Operating income (loss)		(2,929,112	)		(1,770,246	)

Other Income (Expense)
Interest expense, net		(95,330	)		(31,584	)
Interest expense – pre-emptive rights release		-			(350,000	)
Interest Income		3,203			4,428
Employee retention credit funds, net of costs to collect		-			-
Gain/(loss) on sale of equipment		-			-
Gain/(loss) on extinguishment of debt		227,569			-
Total Other Income (Expense)		135,442			(377,156	)

Net income (loss) before income tax provision		(2,793,670	)		(2,147,402	)
Provision for income tax		-			-
Net income (loss)	$	(2,793,670	)	$	(2,147,402	)
Basic and diluted income (loss) per share	$	(0.95	)	$	(8.90	)
Weighted average common shares outstanding - basic and diluted		2,930,700			241,300

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022
Revenue	$	11,418,222		$	4,595,547
Cost of goods sold		8,869,432			3,462,454
Gross margin		2,548,790			1,133,093

Expenses:
Consulting/payroll and other costs		2,915,377			1,937,349
Rental expense, warehousing, outlet expense		732,360			314,314
Product development costs		36,821			146,463
Marketing and brand development costs		942,687			349,341
Administrative and other		2,542,181			2,687,728
Depreciation and amortization expense		79,260			11,311
Total operating expense		7,248,686			5,446,506
Operating income (loss)		(4,699,896	)		(4,313,413	)

Other Income (Expense)
Interest expense		(250,877	)		(341,990	)
Interest expense – pre-emptive rights release		-			(350,000	)
Interest income		3,203			4,428
Employee retention credit funds, net of costs to collect		1,107,672			-
Gain/(loss) on sale of equipment		1,400			-
Gain/(loss) on extinguishment of debt		227,569			(1,376,756	)
Total Other Income (Expense)		1,088,967			(2,064,318	)

Net income (loss) before income tax provision		(3,610,929	)		(6,377,731	)
Provision for income tax		-			-
Net income (loss)	$	(3,610,929	)	$	(6,377,731	)
Basic and diluted income (loss) per share	$	(2.50	)	$	(33.62	)
Weighted average common shares outstanding - basic and diluted		1,442,600			189,700

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY/(DEFICIT)

	Common Stock		Common Stock Amount		Preferred Stock Amount			Additional Paid-in Capital			Accumulated Deficit			Total

Balance – December 31, 2021		63,895	$	64	$	377		$	22,798,839		$	(26,969,657	)	$	(4,170,337	)

Sale of common stock, net		106,345		106		-			9,038,350			-			9,038,456
Common stock issued as compensation		9,345		9		-			969,526			-			969,535
Preferred stock converted into common stock		10,068		10		(202	)		192			-			-
Conversion of debt into warrants		-		-		-			1,566,559			-			1,566,559
Sale of common stock		20,372		20		-			565,315			-			565,335
Sale of 492,902 pe-funded common stock warrants $27.50 per share, exercise price of $0.25		-		-		-			12,322,542			-			12,322,542
Offering costs and fees associated with offering		-		-		-			(1,972,578	)		-			(1,972,578	)
Issuance of shares as compensation		4,000		4		-			60,996			-			61,000
Exercise of pre-funded warrants		124,936		125		-			31,109			-			31,234
Net loss for the nine months ending September 30, 2022		-		-		-			-			(6,377,731	)		(6,377,731	)

Balance – September 30, 2022		338,961	$	338	$	175		$	45,380,850		$	(33,347,388	)	$	12,033,975

Balance – December 31, 2022		677,221	$	677	$	175		$	45,465,077		$	(34,112,810	)	$	11,353,119
Balance		677,221	$	677	$	175		$	45,465,077		$	(34,112,810	)	$	11,353,119

Sale of common stock, net		71,499		72		-			312,380			-			312,452
Sale of 615,000 pre-funded common stock warrants $4.36 per share, exercise price of $0.01		-		-		-			2,681,400			-			2,681,400
Prefunded common stock warrant offering costs and fees		-		-		-			(529,324	)		-			(529,324	)
Effect of reverse stock split round lot shares		1,488,615		1,489		-			(1,489	)		-			-
Warrant inducement and exercise of 2,988,687 repriced common stock warrants at $1.10 per share		2,988,687		2,989		-			3,284,567			-			3,287,556
Warrant inducement offering costs and fees		-		-		-			(453,756	)		-			(453,756	)
Exercise of prefunded common stock warrants at $0.01 per share		615,000		615		-			5,535			-			6,150
Common stock issued as compensation		34,241		34		-			25,950			-			25,984
Net loss for the nine months ending September 30, 2023		-		-		-			-			(3,610,929	)		(3,610,929	)

Balance – September 30, 2023		5,875,263	$	5,875	$	175		$	50,790,341		$	(37,723,739	)	$	13,072,652
Balance		5,875,263	$	5,875	$	175		$	50,790,341		$	(37,723,739	)	$	13,072,652

See Notes to Financial Statements.

AMERICAN REBEL HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

	For the nine months ended September 30, 2023			For the nine months ended September 30, 2022

CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$	(3,610,929	)	$	(6,377,731	)
Depreciation and amortization		79,260			11,311
Gain on sale of equipment		(1,400	)		-
Expense paid through issuance of common stock		25,984			1,030,535
Amortization of loan discount		-			1,000,457
Adjustments to reconcile net loss to cash (used in) operating activities:
Accounts receivable		(1,017,950	)		(219,697	)
Prepaid expenses		40,915			20,184
Inventory		(1,089,198	)		(869,985	)
Inventory deposits and other		(41,074	)		(224,894	)
Accounts payable and accrued expense		(474,827	)		(297,513	)
Net Cash (Used in) Operating Activities		(6,089,219	)		(5,927,333	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Champion Entities		-			(10,247,420	)
Disposition/(purchase) of fixed assets		1,402			(13,651	)
Partial payment made on settlement of outstanding liability – Champion Entities purchase		(275,000	)		-
Net Cash Provided by/(Used in) Investing Activities		(273,598	)		(10,261,071	)

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock, prefunded warrants and warrant inducement, net of offering costs paid of $983,080 and $3,434,122, respectively		5,298,330			19,953,755
Proceeds from warrant exercise		6,150			31,234
Proceeds from line of credit		1,700,000			-
Principal payments on line of credit, net		(10,837	)		-
Proceeds (repayments) of loans – officer - related party, net		95,332			(81,506	)
Proceeds from working capital loans		1,000,000			60,000
Principal payments on working capital loans		(449,675	)		-
Principal payment on loans – nonrelated parties		-			(2,607,108	)
Net Cash Provided by Financing Activities		7,639,300			17,356,375

CHANGE IN CASH		1,276,483			1,167,971

CASH AT BEGINNING OF PERIOD		356,754			17,607

CASH AT END OF PERIOD	$

SEC Form 10-Q filed by American Rebel Holdings Inc.