Hold My Beer: How American Rebel Turned Patriotism into a Dilution Machine

Editor’s Note: Every year, a handful of micro-cap companies follow a pattern so consistent it practically has a script: A small business with thin revenue and no clear path to profitability lists on a national exchange, unlocking access to the public capital markets. It sells stock, issues convertible notes on punishing terms, and uses the proceeds not to build a sustainable enterprise but to fund marketing, pay insiders, and service the very debt that dilutes its shareholders.

Reverse stock splits reset the share price just long enough for the next round of dilution to begin. The company’s real product is not whatever it sells to customers– it is the stock itself, manufactured and distributed through an ecosystem of convertible lenders, promotional firms, and settlement intermediaries who all get paid in paper while retail investors supply the cash.

The pattern is not new. It is not rare. And it is not always illegal, which is precisely what makes it dangerous– much of what these companies do falls within the letter of the securities laws even as it systematically transfers value from public shareholders to insiders and financiers.

The article that follows is a case study of one such company: American Rebel Holdings. [1]The details are specific to American Rebel, but the mechanics– the toxic convertible notes, the serial reverse splits, the equity-for-services pipeline, the gap between the promotional narrative and the SEC filings– are structural features of an entire corner of the micro-cap market. Understanding how they work in this case is useful preparation for recognizing them in the next one.

***

The Patriot Act (The Marketing Kind)

American Rebel Holdings (ticker: AREB) promises shareholders “America’s Patriotic Brand.” Its founder and CEO, Andy Ross, books himself as the opening act. He sings at the drag strips the company sponsors, opens for touring country stars at venues that pour his beer, plays bike rallies the company bills to investors as “marketing activations,” and stars in produced videos beside George Washington and Abraham Lincoln. He sells all of it as faith, flag, and family; the beer can reads: “America’s Patriotic, God-Fearing, Constitution-Loving, National Anthem-Singing, Stand Your Ground Beer.”[2] In my view, the record shows a CEO more concerned with building his celebrity than delivering shareholder value. Ross gets the stage, the sponsorships, and the publicity. Shareholders supply the capital and absorb the dilution. His profile keeps growing while their investment keeps shrinking.[3]

Does anyone really buy this?

Some people did. They bought the stock. And on September 18 and 19, 2026, the company told them, in two press releases, that beer tailgates and drag-racing sponsorships were building “long-term shareholder value.” That promise came after years of losses, stock issued for promotion and pay, convertible debt priced off the stock’s own weakness, and seven reverse splits. For the people who bought in, the money did not decline. It evaporated.[4]

I’ll admit the act works. Ross’s country-rock sets, drag-racing appearances,[5] and flag-waving social media presence feel authentic enough to make people root for the brand. I wanted to like him. I even considered buying the beer.

The numbers told a different story.

From CubeScape to Cash-Strapped: A Brief History of Burning Money

American Rebel started life as CubeScape, Inc., a Nevada corporation formed in December 2014. After a small public offering in 2015 and a name change, the stock traded in the OTC markets under the symbol AREB for years. On February 7, 2022, it moved to the Nasdaq Capital Market on the back of a $10.5 million unit offering and a 1-for-80 reverse stock split.[6] The uplisting gave the company visibility and access to capital while its safe and security products business was still small and unprofitable.[7]^,[8]

Revenue peaked at about $16 million in 2023, then slid to roughly $9.5 million by 2025. Gross margins were thin or negative. Operating cash flow ran deeply negative. The accumulated deficit surpassed $99 million by the end of 2025. Cash was chronically low, and the company repeatedly warned that its ability to continue as a going concern was in doubt.[9]^,[10],[11]

None of that slowed the marketing. American Rebel became a prominent NHRA Mission Foods Drag Racing Series sponsor, plastering its name on Tony Stewart Racing entries in Top Fuel, Funny Car, and Pro Stock Motorcycle. The company bought the race cars; Ross got the stage. Many of these sponsorships were paid in Series D convertible preferred stock.[12] The Tony Stewart Racing deal alone was booked at roughly $750,000 and settled in 100,001 preferred shares rather than dollars– nearly eight times the roughly $96,000 of cash the company reported six months later.[13]^,[14]

In the first half of 2026, American Rebel reported roughly $2.5 million in marketing and brand-development costs against just $3.97 million in revenue. Its cost of goods sold exceeded revenue, producing a gross loss before a dime went to promotion. Total operating expenses topped $8.3 million, more than double what the company took in.[15]

Paying People to Tell Your Story (Because the Numbers Won’t)

Some of the spending went toward keeping the stock in front of investors. TraDigital Marketing Group, doing business as TraDigital IR, arrived with the 2022 Nasdaq debut and appeared as the company’s investor-relations contact in press releases into 2023. By TraDigital’s own disclosure, a three-month agreement running from February 7 through May 6, 2022 called for $395,000 in cash: $15,000 a month, plus $350,000 “for publicly disseminating information about American Rebel Holdings, Inc. via website, email, and SMS.” On top of the cash came 50,000 restricted shares, which TraDigital said it intended to sell as soon as the restriction lifted in August 2022. A second agreement, covering September 6–7, 2023, paid another $100,000 for the same kind of dissemination.[16]

Nearly 90% of the 2022 cash was therefore for distributing the company’s story rather than for investor relations in the ordinary sense. TraDigital, in turn, paid the stock-promotion newsletter Smallcaps Daily to tout American Rebel by website, email, and text message from February through May 2022 and again in September 2023, under a heading that reads “THIS IS A PAID ADVERTISEMENT.”[17]

MZ Group’s MZ North America was serving as the company’s investor-relations contact by 2024. In September 2025, its affiliate MZ Digital, LLC accepted 24,000 shares of Series D convertible preferred stock to settle $150,000 in accrued fees and a further invoice.[18] That same month, American Rebel signed FMW Media Works to a media-and-consulting agreement paying $10,000 a month plus 500,000 shares of common stock.[19] Press releases, awareness campaigns, and IR retainers are ordinary for a public company. For one reporting a consolidated gross loss, they were another channel through which capital— including freshly issued stock— flowed out the door.

Paper Over Cash: Where $93 Million Went

The money to stay open came from preferred-share sales, convertible notes, and debt swapped for stock. From the start of 2022 through mid-2026, net cash from financing activities was roughly $43 million: about $17 million in 2022, $8 million in 2023, $6 million in 2024, $10 million in 2025, and $1.3 million in the first half of 2026. That figure measures cash from borrowing and stock sales, net of repayments. It does not capture all equity issued.[20],[21]

Over the same stretch, additional paid-in capital climbed from about $22.8 million to nearly $116 million, while the accumulated deficit reached $112.4 million. Paid-in capital includes stock issued for services, settlements, and conversions, so the difference is not a precise accounting of what went to sponsors, insiders, or lenders. It does show how much of the company’s financial life took place in paper rather than cash.[22]

Editor’s Note: Do the math off the change, not the ending balance. Additional paid-in capital rose from about $22.8 million at December 31, 2021 to about $115.9 million at June 30, 2026, an increase of about $93.1 million. Net cash from financing over that stretch was about $43 million. The difference (roughly $50 million) is equity booked for something other than cash: services, settlements, debt conversions, sponsorships. That is not a rounding error. For every dollar of financing cash, the company booked about $1.17 of additional stock that did not bring money in the door. Cash investors were, in effect, subsidizing the promotional and financing apparatus with their own dilution.

That paper also settled accounts with the people running the company. In January 2026, with cash nearly gone, the board and executives converted roughly $2.05 million of accrued fees and unpaid compensation into Series D convertible preferred stock. Ross exchanged $550,791.96 in accrued bonuses and other owed amounts for 73,439 preferred shares. President Corey Lambrecht took 69,381 shares for $520,351.28 in accrued pay.[23] The insiders staging and starring in the promotional machine were themselves creditors— and they got paid in the stock whose issuance diluted everyone else.

Editor’s Note: Worth pausing on the geometry here. The insiders paid themselves in the same convertible preferred stock the company was handing to NHRA sponsors and promotional partners– stock that, upon conversion, dilutes common shareholders. The lenders did it through death-spiral notes. The insiders did it through accrued-compensation swaps. Different doors, same room, same people standing at the exit while retail shareholders stood at the entrance. For a broader look at how insider compensation structures can quietly shift value away from outside investors, see “Know Thy Numbers’ Installment #1 – Welcome to the Jungle, Series Introduction.”

Shrink Rays: Seven Reverse Splits and a Trip Off Nasdaq

Common shareholders absorbed the consequences. American Rebel carried out a 1-for-80 reverse split, followed by a 1-for-25, a 1-for-9, another 1-for-25, two 1-for-20 splits, and a 1-for-100 in 2026. The six since the uplisting alone compound to 1-for-225,000,000. These resets were intended to keep the share price above Nasdaq’s $1 minimum, but each was followed by further issuance for debt conversions, sponsorships, or settlements.[24]

The result for a February 2022 offering buyer was devastating: a $4.15 share was worth, split-adjusted, about a third of a billionth of a dollar. Meanwhile, Ross’s accrued pay and bonuses were credited at full dollar value and converted into preferred stock.[25] His super-voting control— roughly a thousand votes per share— stayed in place through every split.[26] Management kept the votes and received paper that ranked ahead of common.

By 2026, the stock had endured trading halts and listing-compliance battles. It was ultimately delisted from Nasdaq and sent back to the OTC markets.[27]

Editor’s Note: A delisting notice is a warning from a stock exchange that a company’s shares are at risk of being removed from trading. For a deeper look at how Nasdaq’s evolving listing standards have affected microcap companies in 2026, see “The 2026 Direct-Listing Trap.”

Meet the House: Death-Spiral Notes and the Lenders Who Always Win

The financing continued. After the fall to the OTC markets, American Rebel closed fresh convertible notes with Quick Capital and 1800 Diagonal Lending in June 2026 and arranged another financing package of roughly $450,000.[28]

Editor’s Note: The names on the post-delisting loan documents– Quick Capital, 1800 Diagonal, Streeterville– are not random. These are repeat players in the micro-cap convertible-note market, and their business model depends on companies exactly like American Rebel: cash-starved, heavily promoted, and willing to sign floating-rate conversion terms that no company with alternatives would accept. The lenders are not victims of bad bets. They are the house. The structure described later in this article– conversion at 75% of the lowest traded price– is how the house always wins. For readers unfamiliar with how predatory lending structures work in the small-company space, see “Merchant Cash Advances & Your Business: Just Say No”, which explores a parallel dynamic in a different market.

Ross offered shareholders a different explanation. In the company’s May 12, 2026 release announcing the Nasdaq panel determination and its OTC plans, he described a nearly 77% gap-down when trading resumed, calling it “real shareholder value destroyed in real time” and declaring, “That is not an orderly market.” The release suggested algorithmic and high-frequency traders could exploit “publicly disclosed corporate action timelines.”[29]

That explanation left out the financing structure American Rebel had agreed to. The GS Capital and Quick Capital notes each convert at just 75% of the lowest traded price over the preceding five days. Every downtick lets a lender claim more shares for the same dollar balance. Those shares add to supply, and a lower price entitles the next conversion to still more stock. That is the textbook structure of a death spiral. It does not explain every trade, but it makes falling prices increasingly costly for common shareholders.[30]

Editor’s Note: The “death spiral” convertible note structure described above is a form of toxic financing that mechanically dilutes common shareholders. We’ve written extensively about how convertible debt works– and how it can backfire– in “Evaluating Deal Terms in Crowdfunding Investments: Part 2.” DailyDAC also covers the related concept of a distressed exchange offer in “90 Second Lesson: What is an Exchange Offer?”

The audacity extends to blaming the exchange. The May 12 release urged regulators to consider whether the minimum bid price rule “creates unintended signaling effects that invite predatory trading activity and accelerate price deterioration in thinly traded names.” Yet management had signed financing agreements that entitled lenders to more shares as the price fell. Those terms were in the company’s own documents. Questioning the exchange’s protections while its own lenders converted at a discount leaves shareholders with a remarkably selective account of what went wrong.[31]

Nasdaq had, meanwhile, begun tightening the rules around precisely this cycle. A rule change the SEC approved on January 17, 2025 eliminated the ordinary compliance period for companies that fall below the minimum bid price after conducting a reverse split within the preceding year. The approval order described “consecutive reverse stock splits, which are often accompanied by dilutive issuances of securities,” and explained the investor-protection rationale for limiting them. American Rebel, with four reverse splits between March 2025 and March 2026, is the kind of company the rule was written for. The exchange was at least attempting to stop companies from repeatedly resetting their share prices to preserve a listing while the underlying financial problems continued.[32]

In my view, American Rebel has the responsibility backwards. Nasdaq did not choose the company’s lenders, negotiate its conversion discounts, or authorize stock payments to sponsors and insiders. Management did. The exchange’s standards determined whether the stock could remain listed; the financing agreements determined how much new stock lenders could receive as its price weakened. Shareholders deserve an explanation of those choices before another lecture about the exchange.[33]

The other financing terms compounded the burden. Original issue discounts put less cash in the door than the face amount owed: $132,000 received against $155,294 due on one 2026 note, and $189,000 against $270,000 on another. The notes also carried terms including guaranteed interest of 18.75%, monitoring fees, and default premiums ranging from 130% to 150% of principal, with one adding a further 22% annual default rate.[34]

To secure a single $155,000 note, the company had to reserve 10,955,493 shares— nearly as many as the 12,245,495 shares outstanding on May 12, 2026. In one week that June, lenders converted balances into millions of new shares at prices including $0.0563, $0.093, and $0.1186: 355,050 shares in one exchange, 976,389 in another, and 1,340,640 in a third.[35] The conversion ledger shows what Ross’s account of the trading left out.

The company offered a second defense in the same release: “Reverse stock splits are mathematically neutral – they do not destroy value.” It added that splits “change the price-per-share and share count proportionally without altering the economic value of a shareholder’s position,” and pointed to round-lot protection, which rounded holders of fewer than 100 shares up to 100, as proof that “our shareholders were protected to the greatest degree we could provide.”[36]

The narrow mathematical point is correct. A holder of 10,000 shares at $0.05 becomes a holder of 100 shares at $5.00; the value is unchanged at the moment of the split. But the company’s own numbers show what happened afterward. Following the 1-for-100 split in March, the stockholder update reported roughly 227,554 common shares outstanding; the 2025 Form 10-K reported 233,366 outstanding as of March 30, 2026. The May 12 release reported 12,245,495—about 54 times the post-split update, less than two months later. The Form 10-Q for the quarter ended June 30, 2026 reported 28,489,850 common shares outstanding as of August 10, 2026, about 125 times that post-split update.[37]

The split did not cause that dilution. The subsequent issuance did. Telling shareholders—the release put the figure at 34,000, against 143 holders of record in the 10-K—that the reset was “mathematically neutral,” while the share count multiplied behind it, is not a defense. It is an insult.[38]

Nor did a split reduce the lenders’ dollar claims. Those survived the reset, while the higher share price provided room for further discounted conversions. Even American Rebel’s court-approved settlement with Silverback Capital included a price floor that adjusts for reverse splits.[39] The financing agreements anticipated the resets; shareholders still bore the issuance.

Ross’s release was warmer toward the providers of that financing. “We have strong, long-term capital partners who have continued to stand with us,” he said. At the time, 587,754,505 of the company’s 600,000,000 authorized shares remained available for whatever came next. He closed with: “We are going to Rebel up, keep building, and come back stronger. Hold my Beer!!!”[40]

Editor’s Note: The 587 million authorized-but-unissued shares are not an accident of housekeeping. A company does not maintain a 600-million-share authorization by oversight– it maintains one because it plans to use it. That shelf of unissued stock is the ammunition for every future conversion, settlement, and promotional payment. It is worth asking whether the 1-for-100 reverse split was designed less to satisfy Nasdaq’s price rule than to reload the share-issuance capacity that prior dilution had nearly exhausted. The split compressed the outstanding count; the authorization stayed at 600 million. The math is not subtle.

See You in Court: The Lawsuits Behind the Curtain

The court record reveals another side of the company: disputes over its products, unpaid debt, vendor bills, and rent.

• Liberty Safe and Security Products, Inc. v. American Rebel Holdings, Inc. and Champion Safe Company, Inc. (U.S. District Court, District of Utah; disclosed July 2024).

Liberty sued over American Rebel’s use of “Freedom” in marketing and selling safes, alleging trademark infringement, federal false designation of origin, unfair competition, and violations of Utah’s deceptive-trade-practices and unfair-competition laws. Management called the suit meritless and later disclosed settlement discussions, saying it did not expect a settlement to be material.

The dispute followed American Rebel’s effort to capitalize on Liberty’s customer-privacy controversy. In September 2023, it issued a press release saying Champion Safe was “bombarded with calls,” pitching itself to the rival’s unhappy customers. Item 3 of the 2025 Form 10-K, filed March 31, 2026, says the company settled the matter in December 2025. The filing does not state the terms.[41]

• Bank of America, N.A. v. Champion Safe Company, Inc., American Rebel Holdings, Inc., et al. (Fourth Judicial District Court, Utah County, Utah; Case No. 250401345; filed March 21, 2025).

The bank sued over a $2 million credit facility from February 2023, seeking “no less than $1,906,742.88” plus fees and interest. The defendants included Champion Safe as borrower and American Rebel and three other subsidiaries as guarantors. The claims were breach of the loan documents, breach of the implied covenant of good faith and fair dealing, and unjust enrichment.

The borrower had received a default notice in July 2024. Under a forbearance agreement, Champion and the guarantors signed a confession of judgment, then missed the July 31, 2025 payoff deadline with roughly $1.83 million still owed. Bank of America confirmed satisfaction of judgment in September 2025, after American Rebel consolidated its debt into a restructured facility with Streeterville Capital— the same lender whose conversions later appear in the share-issuance ledger.[42]

• Silverback Capital Corporation v. American Rebel Holdings, Inc. (Circuit Court of the Twelfth Judicial Circuit, Manatee County, Florida; Case No. 2024 CA 2116), and a second Silverback settlement in 2025.

These proceedings served as another route for paying obligations in stock. In a Section 3(a)(10) settlement, a financier buys a company’s unpaid vendor bills, brings a claim in court, and obtains judicial approval of a settlement permitting payment in freely tradable stock without registering the shares.

Silverback acquired $1,843,595.18 of American Rebel’s vendor payables, and the court approved the settlement on January 3, 2025. A second agreement, dated April 2, 2025, covered $4,690,773.09 in claims. It priced settlement shares at as little as 75% of the market price and warned that the number issuable “may increase substantially” as the stock fell.

The mechanism persisted. American Rebel’s July 2026 Streeterville financing expressly carved out continued issuances to Silverback “pursuant to Section 3(a)(10) settlement agreements.” Quick Capital’s June 2026 note addressed the same mechanism from a competing lender’s perspective, imposing a 25% liquidated-damages charge if the company entered any 3(a)(10) deal while that note remained outstanding.[43]

• Oddo Development Company, Inc. v. American Rebel, Inc. and Champion Safe Company, Inc. (Tenth Judicial District, Johnson County, Kansas; Case No. JO-2026-CV-000301; filed February 2, 2026).

The landlord sued for unpaid rent, fees, and expenses at 8500 Marshall Drive in Lenexa, Kansas, the address promoted as the American Rebel store. On March 23, 2026, the parties signed a settlement and forbearance agreement with a stipulation for entry of judgment. American Rebel then defaulted on the settlement payments.

The landlord moved for judgment, and a hearing was set for September 9, 2026. In an 8-K, the company said it was working toward a resolution but that one was unlikely before the hearing. I found no later filing reporting the outcome. The company could not keep current on its storefront rent while continuing to promote NFL-stadium pours and drag-racing sponsorships.[44]

Item 3 of the 2025 Form 10-K, filed March 31, 2026—after the Oddo complaint and a week after the stipulated-judgment agreement—does name cases. It reports that Liberty was settled in December 2025, that Bank of America was repaid and dismissed, and that Oddo was resolved on March 23, 2026 by a settlement and forbearance agreement. It does not mention the later default on that settlement. The sentence about claims that “may be brought against the Company from time-to-time,” and the warning of “an adverse result in the matters below or other matters,” with no matters following, is the short Legal Proceedings blurb in the Business section, not Item 3.[45]

Editor’s Note: The quiet spot is real, but it is not Item 3. American Rebel’s public persona was built on being loud: loud about patriotism, loud about beer, loud about Andy Ross standing next to George Washington in a campaign video.

What Item 3 does not do is carry the story forward: it calls the Oddo matter resolved without flagging that the settlement was already on its way to default, and the press-release machine never slowed down to say so either. The Business-section blurb, by contrast, is the blank one–a warning about “the matters below” with no matters below it. That contrast still tells you which audience the company was performing for and which one it was managing.

The Show Must Go On (Even on Fumes)

The show never paused. After the delisting, American Rebel remained a beer sponsor across the NHRA’s fall playoffs, its brand riding a Tony Stewart Racing nitro Funny Car from the Countdown opener in Michigan toward the season finale in Pomona. Its beer poured inside an NFL stadium at Philadelphia Eagles home games. Ross kept a touring musician’s schedule— showboat cruises, Lower Broadway tailgates, bike rallies, amphitheater sets— while the company rolled out its campaign videos. A company down to its last six figures of cash was financing a founding-fathers cinematic universe. Each appearance came with a press release aimed at shareholders.[46]

That is the distance between the story told on the can and the story told in the SEC filings. The brand offered investors something to believe in. The financial record gave them increasingly little to own.

Editor’s Note: The psychology that keeps investors holding a falling stock– even when the numbers say otherwise– is well documented.

There is no do-over. A reverse split can reset a share price; it cannot reset a balance sheet. By mid-2026, American Rebel had an accumulated deficit of $112.4 million and about $96,000 in cash, against $8.3 million in operating expenses for the half-year. Its own filings expressed substantial doubt about its ability to continue as a going concern. On those numbers, there is one way left to keep the lights on: issue more stock— to lenders converting notes, to settlement financiers, to sponsors, consultants, and insiders— out of an authorization that still holds hundreds of millions of unissued shares. Every holder who stays in is financing the next round of their own dilution. The shareholders who already paid will not get their money back. The ones holding today are next in line.[47]

The listing was the cash register. The patriotic branding was the pitch. The common shareholders financed both. What Ross gained was a paycheck and a stage, with company-sponsored appearances supporting the image of a business the financial statements could not sustain. In my view, that record shows the public market being used to support the people running the company and to make Andy Ross famous.

He got the spotlight. The shareholders got a stock that rounds to zero.

Author’s Note: This article draws on American Rebel’s public SEC filings, financing and settlement agreements, press releases, court records, and other publicly available sources. Split-adjusted calculations and share-count comparisons are my own, based on reported figures; some values are rounded. Repeated reverse splits and changes in outstanding shares make comparisons across periods complex. Contract terms and legal proceedings are summarized in plain language. Every effort has been made to ensure accuracy, and any error or omission is inadvertent. The views expressed are mine alone.

Additional Reading

Company history and 2022 Nasdaq uplisting: Incorporated December 15, 2014 in Nevada as CubeScape, Inc.; renamed American Rebel Holdings effective January 5, 2017; February 7, 2022 Nasdaq listing following a $10.5 million unit offering and a 1-for-80 reverse split, up from the OTCQB; · CubeScape history (SEC S-1) · $10.5M offering & Nasdaq listing (Nasdaq)

Financial results, accumulated deficit, and going-concern language: Forms 10-K and 10-Q, SEC (CIK 0001648087): the 2025 Form 10-K (accumulated deficit of $99,411,489 at December 31, 2025) and the Form 10-Q for the period ended June 30, 2026 (delisting to OTC; approximately $96,455 cash; accumulated deficit of $112,367,197; going-concern doubt). Annual revenue of approximately $8.45 million (FY2022), $16.00 million (FY2023), $11.42 million (FY2024), and $9.52 million (FY2025). · 2025 Form 10-K · Annual revenue by year (StockAnalysis, from SEC filings) · Q2 2026 Form 10-Q

Capital raised versus paid-in capital and accumulated deficit: From January 1, 2022 through June 30, 2026, net cash provided by financing activities totaled roughly $43 million— approximately $17.4 million in 2022, $8.2 million in 2023, $6.2 million in 2024, $10.0 million in 2025, and $1.3 million in the first half of 2026 ($0.60 million in Q1; $0.71 million in Q2). Additional paid-in capital rose from approximately $22.8 million at December 31, 2021 to approximately $115.9 million at June 30, 2026 (an increase of about $93.1 million); the accumulated deficit was approximately $112.4 million at June 30, 2026. · Balance sheet — paid-in capital & deficit (StockAnalysis, from SEC filings) · Cash flow — financing activities by year (StockAnalysis) · Cash flow — by quarter (StockAnalysis)

Post-delisting financing: After the move to the OTC markets, the company closed additional convertible notes with Quick Capital and 1800 Diagonal Lending in June 2026 and arranged a financing package of approximately $450,000. · $450,000 financing (Investing.com) · Quick Capital & 1800 Diagonal June 2026 notes (8-K)

Reverse stock split history: 1-for-80 (February 2022), 1-for-25 (June 2023), 1-for-9 (October 2024), 1-for-25 (March 2025), 1-for-20 (October 2025), 1-for-20 (February 2026), and 1-for-100 (March 2026). · 1-for-100 split (SEC 8-K exhibit)

NHRA sponsorships and equity payments: The Tony Stewart / True Speed Enterprises sponsorship, booked at $750,007.50 and paid in 100,001 shares of Series D convertible preferred stock (Form 8-K, December 2025). · Series D sponsorship 8-K

Insider voting control: Series A super-voting stock— 123,412 shares held by Charles A. “Andy” Ross, Jr., Doug E. Grau, and Corey Lambrecht, carrying 1,000 votes to one and roughly 99% of voting power. · Series A super-voting disclosure (SEC S-1)

Marketing spend and operating expenses: Form 10-Q for the six months ended June 30, 2026: marketing and brand-development costs of $2,499,505 against revenue of $3,971,257; cost of goods sold of $4,521,277 (exceeding revenue); total operating expenses of $8,323,121. · Q2 2026 Form 10-Q (expense detail)

Investor-relations and media/consulting firms: TraDigital IR (TraDigital Marketing Group)— investor-relations contact on company press releases, 2022–early 2023; three-month agreement (Feb. 7–May 6, 2022) paying $395,000 in cash ($15,000/month plus $350,000 “for publicly disseminating information” via website, email, and SMS) plus 50,000 Rule 144 restricted shares, and a $100,000 dissemination agreement (Sept. 6–7, 2023), per TraDigital’s disclosure page (last modified May 29, 2024; captured Sept. 27, 2026 via the site’s WordPress REST endpoint); TraDigital paid Smallcaps Daily $5,000 (February–May 2022) and up to $25,000 (September 2023) to promote the stock; MZ Group / MZ North America (investor-relations contact by 2024; affiliate MZ Digital, LLC received 24,000 Series D preferred shares for accrued fees, September 2025); FMW Media Works LLC— media and consulting, $10,000/month plus 500,000 common shares (agreement dated September 4, 2025). · TraDigital IR disclosure (tradigitalir.com in maintenance mode as of Sept. 27, 2026; see footnote on TraDigital capture) · FMW Media consulting agreement (SEC 8-K, Sept. 2025) · Sept. 2022 release naming TraDigital IR (SEC) · Nov. 2022 release naming TraDigital IR (SEC) · Jan. 2023 release naming TraDigital IR (GlobeNewswire) · Smallcaps Daily paid-promotion disclosure · MZ North America as IR contact, Sept. 2024 (SEC) · MZ Digital preferred-stock issuance (SEC 8-K, Sept. 2025)

Insider compensation converted to equity: In January 2026, American Rebel’s board and executives converted approximately $2.05 million of accrued fees and unpaid compensation into Series D convertible preferred stock; CEO Charles A. “Andy” Ross, Jr. converted $550,791.96 into 73,439 shares. President Corey Lambrecht converted $520,351.28 into 69,381 shares, reported on a Form 4 filed January 7, 2026. · $2.05M insider conversion (StockTitan) · Company release (GlobeNewswire) · Form 4, Jan. 2026 (SEC) · Form 4, Jan. 2026 (SEC) · Form 8-K (SEC)

Delisting response and “not an orderly market” framing: In the company’s May 12, 2026 release on Nasdaq’s panel determination, CEO Charles A. “Andy” Ross, Jr. attributed the roughly 77% opening gap-down on the resumption of trading to market structure rather than the company’s financing, calling it “real shareholder value destroyed in real time” and stating, “That is not an orderly market.” · Nasdaq Panel Determination / Path Forward on OTC (Newswire) · Same release (company website)

September 2026 shareholder-value press releases: Company releases dated September 18, 2026 (Matt Hagan / Tony Stewart Racing NHRA Countdown) and September 19, 2026 (Philadelphia Eagles fans’ pregame celebration in Nashville), each describing the company’s marketing activities as strengthening the connection between (or “among”) consumer identity, product demand and long-term shareholder value; closing price of approximately $0.082 on September 25, 2026. · September 18, 2026 release (ACCESS Newswire via Nasdaq) · September 19, 2026 release (ACCESS Newswire via Nasdaq) · September 18, 2026 release (StockTitan) · September 19, 2026 release (StockTitan) · AREB price (StockAnalysis)

Toxic convertible financing terms and dilutive conversions: Floating-rate convertible notes convertible at 75% of the lowest traded price over the preceding five trading days (GS Capital; Quick Capital); original issue discounts, guaranteed interest of 18.75%, and default premiums of 130%–150% of principal (one adding 22% per annum); a share reserve of 10,955,493 shares to secure a single ~$155,000 note; and June 2026 debt-to-equity conversions issuing millions of common shares at prices including $0.0563, $0.093, and $0.1186. · Quick Capital & 1800 Diagonal notes; Streeterville conversions (8-K) · GS Capital $135,000 note · OID note and share conversions (8-K)

Share count after the 1-for-100 reverse split: Approximately 227,554 common shares outstanding (post-split) as disclosed in the company’s stockholder update; 233,366 common shares outstanding as of March 30, 2026, per the 2025 Form 10-K cover. · Stockholder update after 1-for-100 reverse split (Nasdaq)

“Mathematically neutral” reverse-split statement, round-lot protection, and share counts: Company release on the Nasdaq Hearings Panel determination (May 12, 2026) stating that “reverse stock splits are mathematically neutral corporate actions,” describing round-lot protection, reporting 12,245,495 common shares outstanding of 600,000,000 authorized (587,754,505 unissued), and giving the ~$6.46 prior close versus ~$1.50 first trade; 28,489,850 common shares outstanding as of August 10, 2026, per the Q2 2026 Form 10-Q cover. The 34,000-shareholder figure is the company’s; the 10-K reports 143 holders of record as of March 27, 2026. · Nasdaq Panel Determination release (ACCESS Newswire) · Nasdaq Panel Determination release (company website) · Q2 2026 Form 10-Q (28,489,850 shares as of August 10, 2026)

Nasdaq reverse-split rule: SEC order approving Nasdaq’s rule eliminating the bid-price compliance period for companies that effected a reverse split within the prior one-year period (Release No. 34-102245, January 17, 2025). · SEC approval order (sec.gov)

All SEC filings (EDGAR): · sec.gov/edgar/browse — American Rebel Holdings (CIK 1648087)

Company websites: · americanrebel.com · americanrebelbeer.com

Fall 2026 promotional calendar: Tony Stewart Racing / Matt Hagan NHRA Countdown sponsorship (September 18, 2026 release); American Rebel Light at Lincoln Financial Field and Philadelphia Eagles home games; Nashville Lower Broadway Eagles pregame events (September 19, 2026 release); Ross performances at the Gettysburg bike rally and Black Oak Amphitheater; George Washington “Founding Fathers” and Abraham Lincoln “Be a Rebel” video campaigns. · September 18, 2026 release (StockTitan) · Lincoln Financial Field launch (Nasdaq) · Eagles regular-season debut (StockTitan) · Gettysburg bike rally (Nasdaq) · Black Oak Amphitheater Memorial Weekend concert (Bay to Bay News) · George Washington Founding Fathers campaign (Nasdaq) · Abraham Lincoln “Be a Rebel” campaign (Nasdaq)

Litigation

Liberty Safe litigation: Liberty Safe and Security Products, Inc. v. American Rebel Holdings, Inc. and Champion Safe Company, Inc., D. Utah (Form 8-K, July 2024; Form S-1, April 2025); company press release of September 6, 2023 on Champion Safe being “bombarded with calls” following the Liberty Safe controversy. · Liberty Safe complaint (SEC 8-K) · Litigation disclosure (SEC S-1, April 2025) · “Bombarded with calls” release (Yahoo Finance)

Bank of America litigation: Bank of America, N.A. v. Champion Safe Company, Inc., et al., Fourth Judicial District Court, Utah County, Case No. 250401345 (filed March 21, 2025); forbearance agreement and confession of judgment (Form 8-K, June 2025); missed July 31, 2025 deadline (Form 8-K, August 2025); satisfaction of judgment (September 2025). · Complaint (SEC 8-K, March 2025) · Forbearance & confession of judgment (SEC 8-K) · Missed deadline (SEC 8-K) · Resolution release (GlobeNewswire)

Silverback Capital Section 3(a)(10) settlements: Settlement Agreement and Stipulation dated December 26, 2024, Circuit Court of the Twelfth Judicial Circuit, Manatee County, Florida, Case No. 2024 CA 2116 ($1,843,595.18 in vendor payables; approved January 3, 2025); Settlement Agreement dated April 2, 2025 ($4,690,773.09 in claims); Streeterville carve-out for Silverback 3(a)(10) issuances (Form 8-K, July 2026); Quick Capital note 25% liquidated-damages provision for 3(a)(10) transactions (June 9, 2026). · First Silverback settlement (SEC 8-K, Jan. 2025) · April 2025 settlement agreement (SEC exhibit) · Streeterville July 2026 8-K · Quick Capital note (SEC exhibit)

Oddo Development litigation: Oddo Development Company, Inc. v. American Rebel, Inc. and Champion Safe Company, Inc., Tenth Judicial District, Johnson County, Kansas, Case No. JO-2026-CV-000301 (filed February 2, 2026; settlement and stipulation for entry of judgment March 23, 2026; default and hearing on motion for entry of judgment set for September 9, 2026). · Oddo litigation (SEC 8-K, September 2026)

Legal Proceedings disclosure: Item 3 of the 2025 Form 10-K (filed March 31, 2026), which names Liberty Safe (settled December 2025), Bank of America (repaid and dismissed), and Oddo (settlement and forbearance, March 23, 2026). The “matters below” sentence with no matters following is the Business-section blurb, not Item 3. · 2025 Form 10-K

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[1] This article is based on publicly available SEC filings (Forms 10-K, 10-Q, 8-K, S-1, and related exhibits), company press releases, and other public disclosures available as of September 2026. All figures and events described are drawn from those records. The analysis and conclusions– particularly regarding the effect of the company’s capital structure on shareholder value– are the author’s. Readers should consult the original filings on EDGAR and form their own judgments. The author has friends and professional acquaintances in the industry who have worked closely with American Rebel. Nothing in this article is about them.

[2] See americanrebel.com and americanrebelbeer.com (Sources: Company websites).

[3] See company releases on Ross’s NHRA track performances, his Black Oak Amphitheater and Gettysburg bike-rally appearances, and the George Washington and Abraham Lincoln video campaigns (Sources: Fall 2026 promotional calendar; NHRA sponsorships and equity payments). The characterization of Ross’s motives is the author’s opinion, based on that public record.

[4] See company releases dated September 18, 2026 (“Four-Time World Champion and True ‘American Rebel’ Matt Hagan Carries the No. 1 Seed into the Countdown as TSR’s Championship Chase Takes Center Stage This Weekend”) and September 19, 2026 (“Fly Rebel Fly: American Rebel Light Beer Welcomes NFL Philadelphia Eagles Fans to Nashville for a Two-Day Music City Pregame Celebration”), both distributed by ACCESS Newswire.

The quoted language is from the September 19 release; the September 18 release uses substantially identical wording (“the connection between consumer identity, product demand, and long-term shareholder value”). The split-adjusted figure is the author’s calculation using the $4.15 February 2022 offering price, the six reverse splits since the 2022 uplisting (a combined 1-for-225,000,000), and a closing price of approximately $0.082 on September 25, 2026 (StockAnalysis): $0.082 ÷ 225,000,000 ? $0.00000000036 per original share. Actual outcomes for individual holders may differ because of round-lot protection and cash paid in lieu of fractional shares in certain splits (Sources: September 2026 shareholder-value press releases; Reverse stock split history; Company history and 2022 Nasdaq uplisting).

[5] The company’s NHRA program is documented in the Series D sponsorship 8-K (December 2025) and the company’s September 18, 2026 release (Sources: NHRA sponsorships and equity payments; Fall 2026 promotional calendar).

[6] See Nasdaq press release, February 4, 2022 (pricing of $10.5 million public offering and Nasdaq listing) and SEC Form 8-K (Sources: Company history and 2022 Nasdaq uplisting).

[7] For a primer on what it means for a company to list on a national securities exchange, see “Investing Basics For Beginners Installment #1: What is Stock? And Should You Buy Some?” at

[8] The company was incorporated on December 15, 2014, as CubeScape, Inc., and renamed American Rebel Holdings effective January 5, 2017. See SEC S-1, CIK 0001648087 (Sources: Company history and 2022 Nasdaq uplisting).

[9] Editor’s Note: A “going concern” warning is a disclosure that a company’s ability to keep operating is in doubt. We explain the term and its significance in our glossary

[10] See 2025 Form 10-K (accumulated deficit of $99,411,489 at December 31, 2025; going-concern language) and Q2 2026 Form 10-Q (Sources: Financial results, accumulated deficit, and going-concern language).

[11] Annual revenue of approximately $8.45 million (FY2022), $16.00 million (FY2023), $11.42 million (FY2024), and $9.52 million (FY2025), per the company’s Forms 10-K as compiled by StockAnalysis (Sources: Financial results, accumulated deficit, and going-concern language).

[12] Editor’s Note: Convertible preferred stock gives the holder the right to convert shares into common stock, often at a discount. For more on how convertible securities work and why they matter, see “Convertible Securities: Appealing in this Uncertain Market.”

[13] See Form 8-K, December 2025 (Tony Stewart / True Speed Enterprises sponsorship, booked at $750,007.50 and paid in 100,001 shares of Series D convertible preferred stock) (Sources: NHRA sponsorships and equity payments).

[14] See Form 8-K, December 2025 (Tony Stewart / True Speed Enterprises sponsorship booked at $750,007.50, paid in 100,001 shares of Series D convertible preferred stock) and Q2 2026 Form 10-Q (approximately $96,455 unrestricted cash at June 30, 2026); $750,007.50 ÷ $96,455 ? 7.8 (Sources: NHRA sponsorships and equity payments; Financial results, accumulated deficit, and going-concern language).

[15] See Form 10-Q for six months ended June 30, 2026: marketing and brand-development costs of $2,499,505; revenue of $3,971,257; COGS of $4,521,277; total operating expenses of $8,323,121 (Sources: Marketing spend and operating expenses).

[16] TraDigital IR is listed as the company’s investor-relations contact in company press releases dated September 8, 2022 (Form 8-K, Exhibit 99.1), November 15, 2022 (filed as Exhibit 99.6 to the 2022 Form 10-K), and January 17, 2023 (GlobeNewswire). Agreement terms, fees, and share figures are as published in TraDigital IR’s public disclosure (tradigitalir.com/disclaimers2/american-rebel-holdings-inc/). As of publication, tradigitalir.com displays only a maintenance page, and the American Rebel disclosure is not viewable in a browser. The text quoted above was captured on September 27, 2026 from the site’s WordPress REST endpoint (tradigitalir.com/wp-json/wp/v2/pages/10305), which returned the published page (last modified May 29, 2024). This is TraDigital’s client disclosure; the company’s SEC filings reviewed for this article name TraDigital as investor-relations contact but do not itemize its compensation (Sources: Investor-relations and media/consulting firms).

[17] See Smallcaps Daily, American Rebel Holdings profile, “Compensation” disclosure (profiles.smallcapsdaily.com/areb/), disclosing under Section 17(b) of the Securities Act that it was hired and paid by TraDigital IR to disseminate information about American Rebel ($5,000 for February–May 2022; up to $25,000 for September 2023). The page carries the heading “THIS IS A PAID ADVERTISEMENT” (Sources: Investor-relations and media/consulting firms).

[18] See company press release dated September 27, 2024 (Exhibit 99.1 to Form 8-K; 1-for-9 reverse split), listing MZ North America as investor-relations contact; Form 8-K filed September 8, 2025 (issuance to MZ Digital, LLC of 20,000 shares of Series D convertible preferred stock for $150,000 of accrued fees and 4,000 shares for an invoice dated July 23, 2025) (Sources: Investor-relations and media/consulting firms).

[19] See Form 8-K (FMW Media consulting agreement, September 4, 2025) (Sources: Investor-relations and media/consulting firms).

[20] See Sources: Capital raised versus paid-in capital and accumulated deficit (balance sheet and cash flow data from SEC filings).

[21] Editor’s Note: When a company’s primary source of cash is the capital markets rather than its operations, the capital structure itself becomes a risk factor. We’ve explored this dynamic in “What To Do When Your Company May Be Insolvent” and in The Importance of Liquidity in the Capital Structure of a Distressed Company.

[22] See balance sheet and cash flow data from SEC filings: additional paid-in capital of approximately $22.8 million at December 31, 2021 and $115.9 million at June 30, 2026; accumulated deficit of approximately $112.4 million at June 30, 2026; net cash from financing activities of roughly $43 million from January 1, 2022 through June 30, 2026 (Sources: Capital raised versus paid-in capital and accumulated deficit).

[23] See company release, January 9, 2026 (board and executives converted approximately $2.05 million of accrued fees; Ross converted $550,791.96 into 73,439 shares of Series D convertible preferred stock; president Corey Lambrecht converted $520,351.28 into 69,381 shares (Form 4 filed January 7, 2026)) (Sources: Insider compensation converted to equity).

[24] See SEC 8-K exhibit (1-for-100 split, March 2026) and other filings documenting the full split history: 1-for-80 (Feb. 2022), 1-for-25 (June 2023), 1-for-9 (Oct. 2024), 1-for-25 (March 2025), 1-for-20 (Oct. 2025), 1-for-20 (Feb. 2026), 1-for-100 (March 2026) (Sources: Reverse stock split history).

[25] Split-adjusted figure as calculated in the note to the September 2026 press releases above. See also company release, January 9, 2026, and Form 4 filings (Ross’s $550,791.96 converted into 73,439 shares of Series D convertible preferred stock), and SEC S-1 (Series A super-voting stock carrying 1,000 votes per share and roughly 99% of voting power) (Sources: September 2026 shareholder-value press releases; Reverse stock split history; Insider compensation converted to equity; Insider voting control).

[26] See SEC S-1 (Series A super-voting stock: 123,412 shares held by Charles A. “Andy” Ross, Jr., Doug E. Grau, and Corey Lambrecht, carrying 1,000 votes per share and roughly 99% of voting power) (Sources: Insider voting control).

[27] See Q2 2026 Form 10-Q (reporting delisting to OTC markets) (Sources: Financial results, accumulated deficit, and going-concern language).

[28] See Form 8-K (Quick Capital and 1800 Diagonal notes, June 2026) and Investing.com report on $450,000 financing (Sources: Post-delisting financing).

[29] See company release, May 12, 2026, “American Rebel Holdings, Inc. Announces Nasdaq Panel Determination, Shareholder Liquidity Plan and Path Forward on OTC Markets” (CEO commentary: “That is not an orderly market.”

That is real shareholder value destroyed in real time”; See company release, May 12, 2026, section, “A Word on Market Structure and Shareholder Protections”: gap-down of “approximately 76.8%” from a prior close of approximately $6.46 to a first trade of approximately $1.50, and “the role algorithmic and high-frequency trading can play in exploiting publicly disclosed corporate action timelines”) (Sources: Delisting response and “not an orderly market” framing; “Mathematically neutral” reverse-split statement, round-lot protection, and share counts).

[30] See Form 8-K (Quick Capital note, June 9, 2026: conversion at 75% of lowest traded price over preceding five trading days) and GS Capital $135,000 note (Sources: Toxic convertible financing terms and dilutive conversions).

[31] See company release, May 12, 2026, section, “A Word on Market Structure and Shareholder Protections” (encouraging evaluation of “whether the current framework for compliance thresholds – particularly the minimum bid price rule – creates unintended signaling effects that invite predatory trading activity and accelerate price deterioration in thinly traded names”); Form 8-K (Quick Capital note, June 9, 2026: conversion at 75% of lowest traded price) (Sources: “Mathematically neutral” reverse-split statement, round-lot protection, and share counts; Toxic convertible financing terms and dilutive conversions).

[32] See Securities and Exchange Commission, Order Approving Proposed Rule Change (SR-NASDAQ-2024-045), Release No. 34-102245 (January 17, 2025) (“if a company’s security fails to meet the Bid Price Requirement and the company has effected a reverse stock split over the prior one-year period, then the company shall not be eligible for any compliance period”); reverse splits of March 2025, October 2025, February 2026, and March 2026 (Sources: Nasdaq reverse-split rule; Reverse stock split history).

[33] This paragraph is the author’s opinion, based on the company’s May 12, 2026 release, the SEC’s January 17, 2025 approval order, and the financing agreements described in this article (Sources: Delisting response and “not an orderly market” framing; Nasdaq reverse-split rule; Toxic convertible financing terms and dilutive conversions).

[34] See Form 8-K exhibits: Quick Capital note ($155,294.12 face, $132,000 proceeds, 18.75% guaranteed interest, 10,955,493 share reserve); company release of May 12, 2026 (12,245,495 shares outstanding); OID note and share conversions (8-K) (Sources: Toxic convertible financing terms and dilutive conversions).

[35] See Form 8-K (Streeterville conversions, June 2026; 1800 Diagonal conversions at $0.05633 per share) (Sources: Toxic convertible financing terms and dilutive conversions).

[36] See company release on Nasdaq Hearings Panel determination, May 12, 2026 (ACCESS Newswire; also posted at americanrebelholdings.com), including CEO commentary (“Reverse stock splits are mathematically neutral – they do not destroy value”; “our shareholders were protected to the greatest degree we could provide”; 34,000 shareholders) (Sources: “Mathematically neutral” reverse-split statement, round-lot protection, and share counts).

[37] See stockholder update (Nasdaq, post-split: approximately 227,554 shares); 2025 Form 10-K cover (233,366 shares outstanding as of March 30, 2026); company release (May 12, 2026: 12,245,495 shares outstanding of 600,000,000 authorized); Q2 2026 Form 10-Q cover (28,489,850 shares outstanding as of August 10, 2026) (Sources: Share count after the 1-for-100 reverse split; “Mathematically neutral” statement and share counts).

[38] This paragraph is the author’s analysis, synthesizing facts sourced elsewhere in the article. See Sources: Toxic convertible financing terms and dilutive conversions; Delisting response; Reverse stock split history.

[39] See SEC exhibit (April 2025 Silverback settlement agreement, pricing at 75% of market with adjustment for reverse splits) (Sources: Silverback Capital Section 3(a)(10) settlements).

[40] See company release, May 12, 2026 (CEO commentary: “We have strong, long-term capital partners who have continued to stand with us”; “Hold my Beer!!!”; 587,754,505 of 600,000,000 authorized shares unissued); Form 8-K (Quick Capital note, June 9, 2026: conversion at 75% of lowest traded price); Form 8-K (June 2026 conversions at $0.05633 per share); Q2 2026 Form 10-Q cover (28,489,850 shares outstanding as of August 10, 2026) (Sources: “Mathematically neutral” reverse-split statement, round-lot protection, and share counts; Toxic convertible financing terms and dilutive conversions).

[41] See SEC Form 8-K (July 2024), SEC S-1 (April 2025), Yahoo Finance press release (September 6, 2023, “bombarded with calls”), and 2025 Form 10-K, Item 3 (settled December 2025; terms not stated) (Sources: Liberty Safe litigation; Legal Proceedings disclosure).

[42] See SEC Forms 8-K (March 2025, June 2025, August 2025) and GlobeNewswire resolution release (September 2025) (Sources: Bank of America litigation).

[43] See SEC Form 8-K (January 2025, first Silverback settlement); SEC exhibit (April 2025 settlement); Streeterville July 2026 8-K (carve-out); Quick Capital note exhibit (25% liquidated damages for 3(a)(10) deals) (Sources: Silverback Capital Section 3(a)(10) settlements).

[44] See SEC Form 8-K (September 2026) (Sources: Oddo Development litigation).

[45] See 2025 Form 10-K, Item 3 (Legal Proceedings), filed March 31, 2026, naming Liberty Safe (settled December 2025), Bank of America (repaid and dismissed), and Oddo (settlement and forbearance, March 23, 2026). The “may be brought” / “matters below” sentence with no matters following is the Business-section blurb, not Item 3 (Sources: Legal Proceedings disclosure).

[46] See company releases on the Tony Stewart Racing / Matt Hagan NHRA Countdown sponsorship (September 18, 2026), the Lincoln Financial Field launch and Eagles home-game pours, the Nashville Eagles pregame events (September 19, 2026), Ross’s touring performances, including the Gettysburg bike rally and Black Oak Amphitheater, and the George Washington “Founding Fathers” and Abraham Lincoln “Be a Rebel” video campaigns (Sources: Fall 2026 promotional calendar).

[47] See Q2 2026 Form 10-Q (accumulated deficit of $112,367,197; approximately $96,455 unrestricted cash; going-concern doubt; six-month cost of goods sold of $4,521,277 against revenue of $3,971,257; total operating expenses of $8,323,121); company release, May 12, 2026, and StockTitan news (share counts against 600,000,000 authorized). The conclusion that further issuance is the remaining source of operating cash is the author’s, based on those figures (Sources: Financial results, accumulated deficit, and going-concern language; Marketing spend and operating expenses; “Mathematically neutral” reverse-split statement, round-lot protection, and share counts).