リボーンコーヒーの適時開示・重要契約・その他

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): December 31, 2025

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 1.01 Entry into a Material Definitive Agreement.

As previously reported, on February 6, 2025, Reborn Coffee, Inc. (the “Company”), entered into a Securities Purchase Agreement with the purchasers named therein (the “Arena Investors”), which was amended on March 28, 2025 and July 31, 2025 (as amended, the “Securities Purchase Agreement”). In connection with the Securities Purchase Agreement, the Company issued common stock purchase warrants (“Warrants”) to the Arena Investors to purchase an aggregate amount of 337,765 shares of common stock, par value $0.0001 per share (“Common Stock”).

On December 31, 2025, the Company and the Arena Investors entered into a warrant exchange and termination agreement (the “Exchange Agreement”) pursuant to which the Company agreed to issue an aggregate of 185,771 shares of Common Stock (the “Exchange Shares”) to the Arena Investors in exchange for the termination and cancellation of the Warrants.

The foregoing description of the Exchange Agreement is qualified in their entirety by reference to the full text of the Exchange Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in the Exchange Agreement were made only for purposes of the Exchange Agreement, were as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above in this Current Report on Form 8-K relating to the issuance of the Warrant Shares is incorporated by reference herein in its entirety. The Company has issued the Warrant Shares pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder. The Arena Investors are each an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 8.01 Other Events.

As previously reported, the Company appealed the determination of The Nasdaq Stock Market LLC (“Nasdaq”) regarding the Company’s compliance with Nasdaq Listing Rule 5550(b)(1) (“Stockholders’ Equity Requirement”) to a Hearings Panel (the “Panel”). Such hearing request stayed Nasdaq’s suspension of the delisting of the Company’s securities and the filing of a Form 25-NSE pending the Panel’s decision.

Since September 30, 2025, the Company completed the following transactions to regain compliance with the Stockholders’ Equity Requirement:

●

As previously reported, on October 20, 2025, the Company entered into a Securities Subscription Agreement (the “October Agreement”) with Charles Joeng (“Jeong”), an individual accredited investor, pursuant to which the Company agreed to issue 1,192,661 shares of Common Stock to Jeong for an aggregate purchase price of $6,500,000 at $5.45 per share, funded in multiple tranches. As of December 31, 2025, the Company received $6,500,000 in gross proceeds pursuant to the October Agreement.

●

On December 31, 2025, the Company entered into the Exchange Agreement with the Arena Investors, pursuant to which, the Company estimates that $1,308,194 of derivative liability of the Company was eliminated.

●

As previously reported, on February 10, 2025, the Company entered into a purchase agreement with Arena Business Solutions Global SPC II, Ltd. (“Equity Line”). The Equity Line is currently unused, providing the Company with access to up to $50,000,000 in equity financing.

●

The Company estimates that, for the three-month period ended December 31, 2025, the Company will have incurred a net loss of $985,562.

As a result of these transactions, and after consideration of the Company’s estimates for business activity for the three months ended December 31, 2025, the Company believes that, as of December 31, 2025, it has regained compliance with the Stockholders’ Equity Requirement by having an estimated shareholders’ equity of $3,400,737.

In addition, the Company currently projects the following for fiscal year 2026, which should allow the Company to continue to meet the Stockholders’ Equity Requirement throughout fiscal year 2026:

●

Net revenue of approximately $10.3 million.

●

Net income of approximately $13 thousand.

The Company is awaiting a formal compliance determination from Nasdaq and will provide an update upon receipt of such determination. Nasdaq will continue to monitor the Company’s ongoing compliance with the Stockholders’ Equity Requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this Current Report on Form 8-K include, without limitation, statements regarding projected net revenue and net income for the fiscal year ended December 31, 2026, estimates for business activity for the three months ended December 31, 2025 and the Company’s compliance with the Stockholders’ Equity Requirement. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, there can be no assurance that the Company’s projected net revenue and net income for the fiscal year ended December 31, 2026 are correct, that the Company’s estimates for business activity for the three months ended December 31, 2025 are correct, that the Company will satisfy the Stockholders’ Equity Requirement at any time in the future, otherwise meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2024 and its other filings with the SEC. Any forward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No		Exhibit
10.1†		Warrant Exchange and Termination Agreement by and among Reborn Coffee, Inc. and the Arena Investors dated December 31, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

†	Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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 5, 2026

	REBORN COFFEE, INC.

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

EX-10.1 2 ea027180101ex10-1_reborn.htm WARRANT EXCHANGE AND TERMINATION AGREEMENT BY AND AMONG REBORN COFFEE, INC. AND THE ARENA INVESTORS DATED DECEMBER 31, 2025

Exhibit 10.1

WARRANT EXCHANGE AND TERMINATION AGREEMENT

This Warrant Exchange and Termination Agreement (this “Agreement”) is entered into as of December 31, 2025 (the “Effective Date”), by and between Reborn Coffee, Inc., a Delaware corporation (“Reborn”), and Arena Special Opportunities (Offshore) Master II, LP (“ASOOM II” and, an “Investor”), and Arena Special Opportunities Partners III, LP (“ASOP III”, an “Investor” and together with ASOOM II, the “Investors”). Reborn and the Investor are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Reborn issued and delivered to each of the Investors, Common Stock Purchase Warrants of Reborn, dated as of February 10, 2025, February 26, 2025, March 28, 2025, and July 31, 2025 (the “Warrants”);

WHEREAS, Schedule A set forth the amount of shares of common stock of Reborn, par value per share of $0.0001 (the “Common Stock”), into which each Investor may exercise its Warrants as of the date hereof;

WHEREAS, the Parties desire to terminate and cancel the Warrants in their entirety, and to exchange the Warrants for 134,319 shares of Common Stock to be issued to ASOP III and 51,452 shares of Common Stock to be issued to ASOOM II, on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties wish to evidence such exchange, termination, and cancellation in this Agreement and to provide for mutual releases of any and all claims relating to the Warrants.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Exchange and Termination of Warrants

Effective as of the Effective Date, each Investor hereby irrevocably surrenders, relinquishes, and delivers to Reborn for cancellation any and all rights, title, and interest of any kind in, to, or under its Warrants, including, without limitation, any right to exercise, convert, assign, pledge, or otherwise acquire any securities of Reborn pursuant to the Warrants. The Warrants shall be deemed null, void, and of no further force or effect as of the Effective Date.

ii.

Simultaneously with such surrender and cancellation, Reborn shall issue to 134,319 shares of Common Stock to ASOP III and 51,452 shares of Common Stock to ASOOM II (the “Exchange Shares”).

Acknowledgment of Full Satisfaction

Upon execution of this Agreement and issuance of the Exchange Shares, each Investor acknowledges and agrees that it has received full, final, and complete consideration for the exchange, termination, and cancellation of the Warrants, and that no further shares of capital stock or other securities of Reborn shall be issuable thereunder.

Mutual Release

Each Party, on behalf of itself and its respective affiliates, successors, assigns, officers, directors, employees, and agents, hereby fully and forever releases and discharges the other Party and its affiliates, successors, assigns, officers, directors, employees, and agents from any and all claims, demands, causes of action, obligations, and liabilities of every kind and nature, whether known or unknown, suspected or unsuspected, arising out of, relating to, or in connection with the Warrants or any transactions or events contemplated thereby.

ii.

Nothing in this Section shall release either Party from its obligations under this Agreement or from any rights that expressly survive the execution hereof, which shall for the avoidance of doubt, include any indemnification rights previously granted to the Investor by the Company.

Representations and Warranties

(a)

Representations and Warranties of the Investor. Each Investor represents and warrants to Reborn that:

(i)

Authority and Enforceability. The Investor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has full power and authority to execute, deliver, and perform this Agreement.

(ii)

Ownership of Warrants. The Investor is the sole legal and beneficial owner of the Warrants, free and clear of any lien, pledge, encumbrance, or claim of any kind.

(iii)

Sophisticated Party. The Investor acknowledges that it is a sophisticated party and has had the opportunity to consult with independent legal and financial advisors regarding this transaction.

(iv)

No Reliance. The Investor acknowledges that it has not relied upon any representation or warranty of Reborn or its representatives other than those expressly set forth in this Agreement.

(b)

Representations and Warranties of Reborn. Reborn represents and warrants to the Investor that:

(i)

Authority and Enforceability. Reborn is duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to execute, deliver, and perform this Agreement.

(ii)

No Conflicts. Neither the execution and performance of this Agreement nor the issuance of the Exchange Shares will conflict with or result in a breach of any of Reborn’s organizational documents or any agreement or law binding upon it.

(iii)

Issuance of the Exchange Shares. The Exchange Shares are duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all liens imposed by Reborn other than restrictions on transfer pursuant to applicable securities laws.

No Admission of Liability

This Agreement and the transactions contemplated hereby are entered into solely for the purpose of effecting the exchange and termination of the Warrants. Neither the execution of this Agreement nor the issuance of the Exchange Shares shall be deemed an admission by either Party of any liability or wrongdoing of any kind.

Registration Rights

Promptly, but in any event no later than sixty (60) days from the issuance of the Exchange Share, Reborn shall prepare and file with the Securities Exchange Commission a Registration Statement (as defined below) or a prospectus supplement, as applicable, covering the resale of all of the Exchange Shares. The foregoing Registration Statement shall be filed on Form S-1 or any successor forms thereto. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided to each Investor and its counsel at least five (5) business days prior to its filing or other submission and Reborn shall incorporate all reasonable comments provided by the Investors or their counsel. For purposes of this Agreement, “Registration Statement” means any registration statement of Reborn filed under the Securities Act of 1933 (the “1933 Act”) that covers the resale of any of the Exchange Shares pursuant to the provisions of this Agreement, including the Prospectus (as defined below) and amendments and supplements to such Registration Statement, and including post-effective amendments, all exhibits and all material incorporated by reference in such Registration Statement. For purposes of this Agreement “Prospectus” the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Exchange Shares covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus, and any “free writing prospectus” as defined in Rule 405 under the 1933 Act.

Form 8-K

Form 8-K. No later than three trading days following the date hereof, Reborn shall file a form 8-K with the Securities and Exchange Commission disclosing (i) the terms of this Agreement and (ii) the material non-public information provided by Reborn to the Investors relating to its financial projections provided to the Investors shortly prior to the date hereof.

Miscellaneous

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.

Entire Agreement. This Agreement, together with the schedule hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and representations relating to the Warrants.

Amendments and Waivers. No amendment or modification of this Agreement shall be effective unless in writing and executed by both Parties.

Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically (including via PDF or DocuSign) shall be deemed original signatures for all purposes.

Further Assurances. Each Party agrees to execute such additional documents and take such further actions as may be reasonably necessary to effectuate the intent of this Agreement.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Schedule A. The following schedule is attached hereto and incorporated herein by reference:

●

Schedule A: Schedule of Warrant Common Stock Share Amounts

[Signature page follows]

IN WITNESS WHEREOF, the Parties have executed this Warrant Exchange and Termination Agreement as of the Effective Date.

REBORN COFFEE, INC.

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

ARENA SPECIAL OPPORTUNITIES PARTNERS III, LP

By:	/s/ Lawrence Cutler
Name:	Lawrence Cutler
Title:	Authorized Signatory

ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER II, LP

By:	/s/ Lawrence Cutler
Name:	Lawrence Cutler
Title:	Authorized Signatory