Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 17, 2024

REBORN COFFEE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41479		47-4752305
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

580 N. Berry Street, Brea, CA		92821
(Address of principal executive offices)		(Zip Code)

(714) 784-6369

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		REBN		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01 Regulation FD Disclosure

On January 17, 2024, Reborn Coffee, Inc., a Delaware corporation (the “Company”), issued a press release announcing a reverse stock split of its issued common stock, par value $0.0001 (the “Common Stock”), in the ratio of 1-for-8. A copy of the press release is included as Exhibit 99.1 and is hereby incorporated by reference.

On January 17, 2024, the Company issued a press release announcing the closing of a private placement with Farooq M. Arjomand (the “Investor”), the Chairman of the Company’s Board of Directors. The Company offered and sold to the Investor a total of 1,666,667 shares of the Company’s Common Stock at a purchase price of $0.60 per share, for aggregate gross proceeds of approximately $1 million. A copy of the press release is included as Exhibit 99.2 and is hereby incorporated by reference.

Exhibit 99.1 and Exhibit 99.2 are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release of the Company dated January 17, 2024 entitled “Reborn Coffee to Conduct 1-for-8 Reverse Stock Split”

99.2		Press Release of the Company dated January 17, 2024 entitled “Reborn Coffee Closes $1 Million Private Placement Equity Investment from Chairman Farooq Arjomand”

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 17, 2024

	REBORN COFFEE, INC.

	By:	/s/ Jay Kim
	Name:	Jay Kim
	Title:	Chief Executive Officer

Exhibit 99.1

Reborn Coffee to Conduct 1-for-8 Reverse Stock Split

BREA, Calif., Jan. 17, 2024 (GLOBE NEWSWIRE) -- Reborn Coffee, Inc. (NASDAQ: REBN) (“Reborn”, or the “Company”), a California-based retailer of specialty coffee, today announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-8. The Company’s common stock will begin trading on a post-split basis at the market open on January 22, 2024, under the Company’s existing trading symbol “REBN.” The reverse stock split is part of the Company’s plan to regain compliance with the Minimum Bid Price Requirement of $1.00 per share required to maintain continued listing on The Nasdaq Capital Market, among other benefits.

The reverse stock split was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on November 6, 2023, to be effected in the discretion of the board of directors (the “Board”) of the Company within approved

parameters.

The reverse stock split reduces the number of shares of the Company’s issued and outstanding shares of common stock from 21,596,460 shares to approximately 2,699,558 shares, subject to adjustment due to fractional shares. As a result of the reverse stock split, proportionate adjustments will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards and warrants and the number of shares issuable under the Company’s equity incentive plans and other existing agreements, as well as the applicable exercise prices.

Where the reverse stock split results in a fractional share, the number of new common shares issued will be rounded up to the nearest whole share. No fractional shares will be issued. The reverse stock split will not reduce the authorized number of shares of the Company’s capital stock.

About Reborn Coffee

Reborn Coffee, Inc. (NASDAQ: REBN) is focused on serving high quality, specialty-roasted coffee at retail locations, kiosks, and cafes. Reborn is an innovative company that strives for constant improvement in the coffee experience through exploration of new technology and premier service, guided by traditional brewing techniques. Reborn believes they differentiate themselves from other coffee roasters through innovative techniques, including sourcing, washing, roasting, and brewing their coffee beans with a balance of precision and craft. For more information, please visit www.reborncoffee.com.

Forward-Looking Statements

All statements in this release that are not based on historical fact are “forward-looking statements.” While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our recent filings with the Securities and Exchange Commission (“SEC”) including our Annual Report on Form 10-K for the year ended December 31, 2022, and our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which can be found on the SEC’s website at www.sec.gov. Such risks, uncertainties, and other factors include, but are not limited to, the Company’s ability to continue as a going concern as indicated in an explanatory paragraph in the Company’s independent registered public accounting firm’s audit report as a result of recurring net losses, among other things, the Company’s ability to successfully open the additional locations described herein as planned or at all, the Company’s ability to expand its business both within and outside of California (including as it relates to increasing sales and growing Average Unit Volumes at our existing stores), the degree of customer loyalty to our stores and products, the impact of COVID-19 on consumer traffic and costs, the fluctuation of economic conditions, competition and inflation. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Investor Relations Contact:

Chris Tyson

Executive Vice President

MZ North America
REBN@mzgroup.us

949-491-8235

Company Contact:

Reborn Coffee, Inc.
ir@reborncoffee.com

Exhibit 99.2

Reborn Coffee Closes $1 Million Private Placement Equity Investment from Chairman Farooq Arjomand

Investment from Chairman Farooq Arjomand Signals Strong Confidence in Reborn Coffee’s Team and Strategic Direction

At the closing, the Company issued 1,666,667 shares of the Company’s common stock for proceeds of $1,000,000 for a purchase price $0.60 per share. Reborn Coffee intends to use these proceeds for working capital and general corporate purposes.

“This private equity investment by our Chairman, Farooq Arjomand, reflects his commitment to Reborn Coffee’s mission and vision for the future,” said Jay Kim, Chief Executive Officer of Reborn. “This capital investment marks a pivotal moment for Reborn Coffee as we continues to solidify our position as a leader in the coffee industry, having just recently opened our flagship store in Malaysia and marking the beginning of our international expansion into Southeast Asia and beyond. With this investment of capital, the Company is poised to further enhance its product offerings, expand its market reach, and continue to innovate in ways that resonate with coffee lovers worldwide.”

Further details regarding this private placement can be found in Reborn Coffee’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2024.

About Reborn Coffee

Forward-Looking Statements

All statements in this release that are not based on historical fact are “forward-looking statements.” While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our recent filings with the Securities and Exchange Commission (“SEC”) including our Form 10-Q for the first quarter of 2023, which can be found on the SEC’s website at www.sec.gov. Such risks, uncertainties, and other factors include, but are not limited to, the Company’s ability to continue as a going concern as indicated in an explanatory paragraph in the Company’s independent registered public accounting firm’s audit report as a result of recurring net losses, among other things, the Company’s ability to successfully open the additional locations described herein as planned or at all, the Company’s ability to expand its business both within and outside of California (including as it relates to increasing sales and growing Average Unit Volumes at our existing stores), the degree of customer loyalty to our stores and products, the impact of COVID-19 on consumer traffic and costs, the fluctuation of economic conditions, competition and inflation. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Investor Relations Contact:

Chris Tyson

Executive Vice President

MZ North America

REBN@mzgroup.us

949-491-8235

Company Contact:

Reborn Coffee, Inc.
ir@reborncoffee.com

Cover	Jan. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 17, 2024
Entity File Number	001-41479
Entity Registrant Name	REBORN COFFEE, INC.
Entity Central Index Key	0001707910
Entity Tax Identification Number	47-4752305
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	580 N. Berry Street
Entity Address, City or Town	Brea
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92821
City Area Code	714
Local Phone Number	784-6369
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	REBN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false