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Reborn Coffee, Inc. (REBN) reported that its Board of Directors approved an increase in the size of the Board from seven members to eight members on September 3, 2026.
On the same date, the Board appointed James Lim and Edward Park to fill existing vacancies, including the vacancy created by the Board-size increase. Before these appointments, the Board had six directors. Lim and Park will serve until the next annual stockholder meeting or until successors are duly appointed and qualified or upon earlier termination of service. They are not currently assigned to any Board committees, will receive no compensation for their service as directors, and their selection was not made pursuant to any arrangement or understanding with any other person. The company states that neither has engaged in any transaction requiring disclosure as a related party transaction under Item 404(a) of Regulation S-K.
Reborn Coffee, Inc. (REBN) reports that Nasdaq has notified the company it is out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026. Reborn Coffee has 60 calendar days to submit a plan to regain compliance; if Nasdaq accepts the plan, the company may receive up to 180 calendar days from the Form 10-Q due date, or until February 16, 2027, to regain compliance.
The notice has no immediate effect on the listing of Reborn Coffee’s common stock on Nasdaq, and the company states it intends to take the necessary steps to regain compliance, though it cautions there is no assurance it will do so within any required timeframe. The press release also highlights previously disclosed risks, including the company’s ability to continue as a going concern, as described in its Form 10-K for the year ended December 31, 2025.
Reborn Coffee, Inc. has notified regulators that it will not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 by the original deadline. The company cites that filing on time would require unreasonable effort or expense and states it expects to complete and file the report within the five-day extension period permitted under Rule 12b-25 of the Securities Exchange Act of 1934.
Reborn Coffee, Inc. entered into an Agricultural Import and Supply Agreement with The Mighty Oak, Inc. on August 10, 2026. The agreement sets the framework under which Reborn Coffee will import, purchase, store, and supply agricultural products to Mighty Oak, which will then supply these products to major U.S. markets and retailers using its vendor codes. The agreement guarantees an annual supply and import volume of $20,000,000, with both parties obligated to meet this minimum committed volume, subject to potential carryover of any shortfall to the following year by mutual written agreement. It has a two-year term from August 10, 2026, with automatic one-year renewals unless either party gives 60 days’ written notice of non-renewal. Title and risk of loss follow Incoterms® 2020 and remain with Reborn Coffee until delivery to Mighty Oak. During the agreement and for one year after termination, Mighty Oak is restricted from directly purchasing covered products from Reborn Coffee’s suppliers without prior written consent.
Reborn Coffee, Inc. reported that CEO and Interim CFO Lim Jung Jae purchased 131,387 shares of Common Stock on July 14, 2026. The trade is coded as a purchase in open market or private transaction, leaving him with 131,387 shares held directly. The filing indicates the transaction was not made under a Rule 10b5-1 trading plan.
Reborn Coffee, Inc. obtained written consent from holders of a majority of its voting power to approve a private Securities Offering of up to 10,500,000 shares of common stock at $2.00 per share, for potential gross proceeds of up to $21,000,000. The approval satisfies Nasdaq Listing Rules 5635(b) and 5635(d) because the issuance may equal or exceed 20% of shares outstanding and could result in deemed change of control.
As of the June 18, 2026 record date, 8,213,455 shares were outstanding, and holders of 4,178,365 shares (about 51% of voting power) consented. The transaction will be conducted via multiple closings under a Securities Purchase Agreement using exemptions under Regulation S and Rule 506(b) of Regulation D. The company plans to use any proceeds to fund flagship store expansion, brand development, working capital, and growth of its multi-channel distribution strategy.
The company highlights that issuing these shares will have a substantial dilutive effect on existing shareholders’ voting power and economic interests and may increase stock price volatility. Director Dennis R. Egidi plans to participate by purchasing 250,000 shares for $500,000 on the same terms as other investors.
Reborn Coffee, Inc. approved a private offering to issue up to 10,500,000 shares of Common Stock at $2.00 per share for up to $21,000,000 pursuant to a Securities Purchase Agreement; the offering will be conducted in multiple closings and supersedes an earlier Regulation S-only plan.
The Board reports there were 8,213,455 shares outstanding as of the Record Date and that holders of 4,178,365 shares (about 51%) approved the issuance by written consent. The transaction contemplates a First Closing of up to 1,400,000 shares and a Second Closing of up to 9,100,000 shares, subject to Nasdaq notifications and shareholder approval.
Reborn Coffee, Inc. filed an amended report to clarify leadership changes first reported earlier in June 2026. The company confirms that Jay Kim resigned not only as Co-Chief Executive Officer but also as Chief Financial Officer, Director, and from all other positions and responsibilities at Reborn Coffee and its subsidiaries, effective immediately upon Board acceptance on June 4, 2026.
Following this departure, Co-Chief Executive Officer Jung Jae Lim, who has served in that role since March 2026, has assumed full responsibilities as Chief Executive Officer. On June 15, 2026, the Board also appointed Mr. Lim as interim Chief Financial Officer and Principal Accounting Officer. The company states there are no arrangements or understandings with others related to his appointments, no family relationships with other directors or officers, and no material related-party transactions involving him requiring disclosure.
Reborn Coffee, Inc. announced a leadership change in which Jay Kim resigned as Co-Chief Executive Officer on June 4, 2026, and the Board accepted his resignation effective immediately. Co-Chief Executive Officer Jung Jae Lim, who has served in that role since March 2026, has assumed full responsibilities as Chief Executive Officer.
The Company highlights Mr. Lim’s more than 20 years of leadership experience in logistics and supply chain management and notes there is no family relationship between him and other directors or executive officers. The Board describes this as a natural leadership transition and states it expects no impact on day-to-day operations, expansion plans, franchise development initiatives, or financial reporting obligations.
The press release reiterates standard forward-looking statement cautions and refers investors to recent SEC filings, including the Form 10-Q for the first quarter of 2026, for detailed risk factors, noting prior disclosure of going concern risks related to recurring net losses and other business uncertainties.
Reborn Coffee, Inc. informs holders that holders of a majority of voting stock approved a private placement under a Securities Purchase Agreement dated April 29, 2026, permitting the issuance and sale of up to 10,500,000 shares of Common Stock at $2.00 per share for aggregate consideration of $21,000,000. The Information Statement states the approval was signed by holders of 4,178,365 shares (approximately 51%) and that shares outstanding were 8,213,455 as of the Record Date. The Board says approval is required to comply with Nasdaq Listing Rules including Rules 5635(b) and 5635(d). The Information Statement will be mailed on or about May 27, 2026 and, under Rule 14c-2, the approval is expected to become effective 20 calendar days after mailing.