Reborn Coffee SEC Filings

Reborn Coffee, Inc. (REBN) reported higher sales but much larger losses for the nine months ended September 30, 2025. Net revenues rose to $4.9 million from $4.1 million, driven mainly by store sales growth and new license income of $100,000, but product costs and operating expenses grew even faster.

The company posted a net loss of $10.98 million versus $3.03 million a year earlier, as general and administrative expenses reached $6.5 million and stock-based compensation totaled $4.0 million. Interest expense, including amortization of debt discounts, increased to $1.42 million, and an asset impairment loss of $434,475 further weighed on results.

At September 30, 2025, Reborn had $6.2 million in total assets, $9.6 million in total liabilities and a stockholders’ deficit of $3.4 million. Cash was $44,045, with $4.79 million used in operating cash flow year-to-date. The company raised funding through $4.17 million in secured convertible notes and recorded a related derivative liability of $3.77 million, and its auditors highlighted substantial doubt about its ability to continue as a going concern. Subsequent to quarter end, Reborn entered agreements to sell an additional $7.0 million of common stock to accredited investors.

Reborn Coffee (REBN) announced the resignation of its Chief Financial Officer, Stephan Kim, effective October 31, 2025. The company stated the departure was not due to any disagreement regarding operations, policies, accounting practices, or financial reporting.

Chief Executive Officer Jay Kim will assume the responsibilities of Chief Financial Officer and serve as the company’s principal financial officer and principal accounting officer on an interim basis until a replacement is found.

Reborn Coffee, Inc. filed a Definitive Proxy Statement outlining its annual meeting logistics, board nominees, insider ownership and governance practices. The company lists eight directors and executive officers, with the group holding 24.0% of common stock; individual holdings include Farooq M. Arjomand (10.5%), Jay Kim (8.6%) and other named officers. The filing explains voting mechanics, including broker non-votes for non-routine proposals and that brokers may vote only on the auditor ratification and adjournment proposals without instructions.

The proxy describes director biographies and experience, executive officer backgrounds (notably accounting and audit experience for the CFO), compensation committee practices including performance-based annual bonuses, absence of option grants to NEOs during 2024, and summary measures for "compensation actually paid." It provides instructions and deadlines for stockholder proposals for the 2026 meeting and refers to the Form 10-K for audited financials for the year ended December 31, 2024.

Arena-affiliated funds disclosed beneficial ownership in Reborn Coffee, Inc. (REBN) as of June 30, 2025. Arena Investors, LP and Arena Investors GP, LLC report ownership of 533,764 shares, representing 9.99% of the outstanding common stock. Arena Business Solutions Global SPC II, LTD. reports 494,084 shares (9.3%). Two other Arena funds report smaller holdings of 33,166 shares (0.6%) and 12,704 shares (0.2%). The filing states the share counts include common stock underlying derivative securities exercisable or convertible within 60 days for ASOFM2 and ASOPIII, and that total outstanding shares used to compute percentages were 5,303,306 per the issuer's disclosure on May 12, 2025. The reporting persons disclaim ownership beyond shares each directly beneficially owns.

Reborn Coffee (REBN) filed an 8-K disclosing the fourth and final tranche of its convertible debt deal with Arena Investors. On 31 Jul 2025 the company issued $833,333 principal amount of 10% original-issue-discount secured convertible debentures, receiving $750,000 in cash. The notes convert at 92.5% of the lowest 5-day VWAP and accrue 10% PIK interest, rising on default.

As part of the closing, REBN granted (i) 136,483 warrants exercisable at 92.5% of the average of the lowest VWAPs prior to exercise and (ii) “Incentive Shares” worth $175,000, the share count set by the same 5-day VWAP. Warrant coverage for this tranche equals 40 % of principal, double the 20 % coverage in earlier closings, increasing potential dilution.

The transaction is a direct financial obligation and an unregistered securities issuance under Rule 506(b). Incentive Shares will be registered alongside shares underlying prior tranches’ debentures and warrants. Net proceeds must be allocated as specified in a side letter, though exact uses were not disclosed.

The deal supplies short-term liquidity but adds high-cost debt and significant future equity overhang, pressuring existing shareholders.