Reborn Coffee, Inc. filings document the public-company record for a Nasdaq-listed specialty coffee operator with retail, wholesale, licensing and logistics activities. Its 8-K reports disclose material agreements, operating and financial results, shareholder voting matters, capital-structure changes and financing arrangements, including common-stock subscription agreements and secured convertible debentures.
The company’s filings also cover governance and listing matters, including board composition, officer appointments, committee requirements and Nasdaq continued-listing notices. Form 12b-25 records address annual-report timing, while capital disclosures identify the common stock registered on the Nasdaq Capital Market under the symbol REBN.
Reborn Coffee, Inc. (REBN) entered a Master Product Supply Agreement with Visvita Corporation for aloe vera beverages and other beverage products specified in approved purchase orders. The parties agreed to try to achieve a $30 million first-contract-year business volume in products, raw materials and finished goods. They also entered an initial $2 million purchase order upon signing. Purchase orders become binding only after Reborn provides written acceptance and confirmation.
Reborn sets product prices in its sole and independent discretion and bears agreed freight and insurance costs. It will oversee transport from the Port of Busan to a designated U.S. warehouse; Visvita is solely responsible for FDA and other regulatory compliance related to manufacturing, U.S. importation and customs clearance. The agreement runs for two years from October 11, 2026, and renews automatically for successive one-year terms unless either party gives written notice at least 60 days before the initial term expires. Visvita President Michael Aminpour also serves as Reborn’s Head of Global Sales Advisory.
Reborn Coffee, Inc. (REBN) reported that Nasdaq has restored its compliance status with the periodic filing requirement after the company filed its Quarterly Report on Form 10‑Q for the period ended June 30, 2026 on September 14, 2026.
On September 16, 2026, Nasdaq separately notified Reborn Coffee that it is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires minimum stockholders’ equity of $2,500,000. The June 30, 2026 Form 10‑Q reported stockholders’ equity of $735,642, and the company also does not meet alternative market value or net income standards. Reborn Coffee has 45 days, until November 2, 2026, to submit a compliance plan; if accepted, Nasdaq may grant up to 180 days from the notice date to regain compliance. The notice has no immediate effect on the listing of the common stock, and the company is evaluating options and intends to timely submit a plan, while cautioning there is no assurance the plan will be accepted or that compliance will be regained.
Reborn Coffee, Inc. (REBN) reported a sharp expansion in scale for the six months ended June 30, 2026, with net revenues rising to $11.5 million from $3.5 million, driven mainly by $8.0 million of new logistics-related service and license income. Traditional store revenues declined to $3.1 million from $3.5 million.
The company narrowed the net loss attributable to shareholders to $4.4 million from $7.5 million, but ended the period with only $0.3 million in cash, current liabilities of $9.3 million and total stockholders’ equity of $0.7 million. Management discloses substantial doubt about its ability to continue as a going concern, citing the $35.1 million accumulated deficit and ongoing losses.
Liquidity actions include Arena Investors’ $4.2 million convertible debentures, an amended forbearance agreement, and a private placement Securities Purchase Agreement for up to $21.0 million, alongside a previously arranged equity line. The company also entered into a two‑year Agricultural Import and Supply Agreement guaranteeing a minimum $20 million annual volume with Mighty Oak. Disclosure controls and procedures are deemed ineffective due to material weaknesses in internal control.
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.