Reborn Coffee SEC Filings

Reborn Coffee, Inc. reported sharp top-line growth but continued losses for the three months ended March 31, 2026. Net revenues rose to about $5.2 million from $1.7 million, driven mainly by Reborn Logistics service income of $3.4 million and new license income of $275,000. Store revenue declined to $1.47 million. Despite higher gross profit of roughly $2.1 million, operating expenses increased, and the company posted a net loss attributable to shareholders of about $1.83 million, narrower than the prior-year loss.

Cash and cash equivalents fell to $266,382 from $2.59 million at year-end, while a loan receivable from a related party increased to roughly $4.89 million. Total assets were $14.15 million and total liabilities $10.71 million, including $3.67 million of convertible notes and $0.55 million of derivative liability. Management disclosed substantial doubt about the company’s ability to continue as a going concern, citing a $32.5 million accumulated deficit and ongoing losses.

Subsequent to quarter-end, Reborn Coffee agreed to an amended forbearance plan with its debenture investors, scheduling monthly payments and full repayment of remaining debenture amounts by September 30, 2026. The company also entered into a private placement agreement for up to $21 million of common stock in two closings at $2.00 per share, subject to Nasdaq clearance and stockholder approvals, with intended use of proceeds for store expansion, brand development, working capital, and scaling its multi-channel platform.

Reborn Coffee, Inc. Board informs holders that majority written consent approved a private placement under a Securities Purchase Agreement to issue up to 10,500,000 shares of Common Stock at $2.00 per share for aggregate proceeds of $21,000,000. The Company had 8,213,455 shares outstanding as of May 6, 2026. The offering contemplates two closings: a First Closing of 1,400,000 shares contingent on Nasdaq notice and a Second Closing of up to 9,100,000 shares contingent on shareholder approval under Nasdaq rules. Purchaser-level limits include a 4.99% beneficial ownership maximum per Investor; certain existing holder disclosures reference a separate 9.99% cap for Arena Investors. The Information Statement is being furnished under Section 14(c) and, under Rule 14c-2, approval is expected to become effective 20 calendar days after mailing.

Reborn Coffee, Inc. entered into a Securities Purchase Agreement for a private placement of common stock with aggregate gross proceeds of $21 million, split into two closings. The first closing covers 1,400,000 shares at $2.00 per share for $2.8 million, subject to Nasdaq raising no objections to the company’s Listing of Additional Securities Notification and other customary conditions.

The second closing provides for up to 9,100,000 additional shares at the same price for $18.2 million, expected after obtaining required stockholder approvals and satisfying closing conditions. Reborn Coffee plans to use net proceeds to fund flagship store expansion in key metropolitan markets, brand development, working capital, and the continued growth of its multi-channel distribution and operating capabilities.

Reborn Coffee, Inc. provides its annual report describing a niche specialty-coffee retailer with ten company-operated locations as of December 31, 2025, focused on “fourth wave” coffee, B2B hotel channels, and planned franchising.

The company reports recurring losses, including a $8.9 million net loss before income taxes in 2025 and an accumulated deficit of $30.7 million, and its auditor includes a going concern uncertainty paragraph. Management outlines mitigation steps, including a $6.5 million securities subscription agreement, a forbearance and amended forbearance agreement with convertible debenture holders extending structured repayments through September 30, 2026, and an Equity Line of Credit Agreement to access additional equity capital. The filing also highlights aggressive U.S. expansion plans, a 1‑for‑8 reverse stock split completed in January 2024, and a future franchise program expected to begin sales in 2026.

Reborn Coffee, Inc. entered into an Amended and Restated Forbearance Agreement with the Arena Investors to reset the repayment plan for its 10% Original Issue Discount Secured Convertible Debentures. Arena previously agreed to waive and forbear from exercising remedies related to delayed payments and past defaults as of March 31, 2026.

Under the new plan, Reborn Coffee will pay $400,000 to Arena Investors and $25,000 to their counsel by April 30, 2026, then make $400,000 payments on the 30th of each month starting May 30, 2026. All remaining debenture amounts are to be paid by September 30, 2026, with an additional commitment to direct 70% of cash proceeds from any future securities sales toward outstanding debentures, up to the amount owed. The company also agreed to use commercially reasonable efforts to file a registration statement for shares underlying certain Arena-held warrants within 20 business days after its next Form 10-K filing.

Reborn Coffee, Inc. director Alex Yeon has filed an initial Form 3, formally becoming a reporting person for the company’s securities. The filing shows no reported purchases, sales, gifts, option exercises, or other transactions, serving only as a baseline ownership disclosure.

Reborn Coffee, Inc. entered into a Forbearance Agreement with Arena Investors after a delay in paying amounts tied to a prior equity financing. Arena agreed to waive and forbear from exercising rights and remedies, and to waive any defaults or events of default under the secured convertible debentures as of March 31, 2026.

In return, Reborn committed to pay Arena $1,059,522 in cash by April 6, 2026, $400,000 by April 20, 2026, and $500,000 on the sixth day of each month starting in May 2026 until the debentures are fully repaid or converted. The company also issued Arena warrants to purchase 250,000 shares of common stock at $2.00 per share and agreed to file a registration statement covering the warrant shares and certain other warrants.