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., a Delaware corporation, on November 25, 2025, covering events occurring between October 20, 2025, and November 14, 2025. The Company is incorporated in Delaware and its common stock trades on the Nasdaq Capital Market under the symbol "REBN".
Key Financial Metrics and Capital Raise
The filing details two private placement agreements with accredited investors to raise capital for working capital and general corporate purposes. The filing does not provide historical revenue, profit, cash flow, or debt metrics.
| Investor | Agreement Date | Total Shares Issued | Price Per Share | Total Committed Proceeds |
|---|---|---|---|---|
| Charles Jeong | October 20, 2025 | 825,688 | $5.45 | $4,500,000 |
| Zonglin Guo | November 14, 2025 | 366,972 | $5.45 | $2,000,000 |
| Total | - | 1,192,660 | $5.45 | $6,500,000 |
Material Changes and Payment Schedule
The Company entered into definitive agreements to issue unregistered equity securities. The proceeds are scheduled to be received in installments through December 2025:
- Jeong Agreement: $1.0M (Oct 20), $1.0M (Oct 30), $1.0M (Nov 14), and $1.5M (Dec 24).
- Guo Agreement: $0.5M (Nov 20) and $1.5M (Dec 15).
Outlook, Risks, and Unusual Items
The Company intends to use the net proceeds from these sales for working capital and general corporate purposes. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. The filing notes that the securities have not been registered and cannot be offered or sold in the United States absent effective registration or an applicable exemption. No specific guidance, risks, or contingencies beyond standard private placement disclosures were provided in this text.
Investor Verification Checklist
- Verify the actual receipt of the scheduled installment payments by the December 2025 deadlines.
- Confirm the final number of shares issued upon full payment of the $6.5 million commitment.
- Review the full text of Exhibits 10.1 and 10.2 for any restrictive covenants or redemption rights not summarized here.
- Assess the dilution impact of the 1,192,660 new shares on existing shareholders.
- Check subsequent filings for any updates on the use of proceeds or changes in the capital raise structure.