Reborn Coffee, Inc. (REBN) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Reborn Coffee, Inc. on April 29, 2026. The filing discloses the entry into a Material Definitive Agreement regarding a private placement of common stock. The Company is incorporated in Delaware and trades on the Nasdaq Capital Market under the symbol "REBN."
Key Financial Metrics and Transaction Details
The filing details a Securities Purchase Agreement for a private placement with the following financial terms:
- Total Aggregate Gross Proceeds: $21,000,000
- Share Purchase Price: $2.00 per share
- First Closing: 1,400,000 shares for $2,800,000 (subject to Nasdaq no-objection).
- Second Closing: Up to 9,100,000 shares for $18,200,000 (subject to stockholder approval).
The filing does not provide current revenue, profit, cash flow, margin, or debt figures. It focuses solely on the capital raise transaction.
Material Changes and Use of Proceeds
The primary material change is the agreement to issue new equity. The net proceeds from the $21 million private placement are designated for:
- Flagship store expansion in key metropolitan markets.
- Brand development.
- Working capital.
- Growth of multi-channel distribution strategy.
- Enhancing operational and supply chain capabilities for efficiency and scalability.
Guidance, Risks, and Contingencies
The transaction is contingent upon specific conditions:
- First Closing: Requires receipt of no objections from Nasdaq regarding the Listing of Additional Securities Notification.
- Second Closing: Requires stockholder approval (via meeting or written consent) to satisfy Nasdaq rules and applicable laws.
Risks and Forward-Looking Statements: The Company warns that actual results may differ due to the failure to obtain stockholder approvals, uncertainties regarding the timing of closings, and the ability to maintain its Nasdaq listing. The sale of shares is exempt from registration under Regulation S and is restricted to non-U.S. persons.
Investor Verification Checklist
- Verify the status of the Nasdaq no-objection for the First Closing.
- Confirm the scheduling and outcome of the stockholder meeting or written consent required for the Second Closing.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and representations.
- Monitor subsequent filings for confirmation of the actual closing dates and final proceeds received.