[8-K] Reborn Coffee, Inc. Reports Material Event

Rhea-AI Filing Summary

Reborn Coffee, Inc. entered into two equity subscription agreements with accredited investors to raise new capital through unregistered common stock sales. On October 20, 2025, the company agreed to issue 825,688 shares of common stock to Charles Jeong at $5.45 per share, with payments of $1,000,000 on October 20, October 30, and November 14, 2025, and $1,500,000 on December 24, 2025. On November 14, 2025, it agreed to issue 366,972 shares to Zonglin Guo at the same price, with payments of $500,000 on November 20, 2025 and $1,500,000 on December 15, 2025. The company plans to use the net proceeds from both transactions for working capital and general corporate purposes. The shares are being issued in private placements relying on Section 4(a)(2) and Rule 506(b) exemptions and are restricted securities not registered under the Securities Act.

Insights

Equity Capital Markets Analyst

Reborn Coffee secures a multi-step private equity financing on fixed terms.

Reborn Coffee entered into two securities subscription agreements with accredited investors, committing to sell common stock at $5.45 per share. The first agreement covers 825,688 shares to Charles Jeong with four scheduled payments between October 20, 2025 and December 24, 2025. The second covers 366,972 shares to Zonglin Guo with two payments on November 20, 2025 and December 15, 2025.

The company states that net proceeds from both sets of shares will be used for working capital and general corporate purposes, indicating a focus on liquidity and ongoing operations rather than a specified project. The stock is sold in unregistered offerings relying on Section 4(a)(2) and Rule 506(b), meaning the securities are restricted and placed with a narrow investor base.

Because the transactions are structured with multiple future payment dates, the actual capital inflow depends on those payments being made as agreed. Subsequent disclosures, such as future periodic reports, can clarify how much cash has been received and how the additional equity affects share count and ownership concentration.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 20, 2025

REBORN COFFEE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41479		47-4752305
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

580 N. Berry Street, Brea, CA		92821
(Address of principal executive offices)		(Zip Code)

(714) 784-6369

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		REBN		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 20, 2025, Reborn Coffee, Inc., a Delaware corporation (the “Company”) entered into a Securities Subscription Agreement (the “October Agreement”) with Charles Jeong (“Jeong”), an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company agreed to issue 825,688 shares (the “October Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to Jeong. Pursuant to the October Agreement, Jeong committed to pay $1,000,000 on October 20, 2025, $1,000,000 on October 30, 2025, $1,000,000 on November 14, 2025, and $1,500,000 on December 24, 2025, and upon each payment, the Company agreed to issue shares of Common Stock to Jeong at $5.45 per share. The October Agreement contains customary representations, warranties and covenants. The Company intends to use the net proceeds from the sale of the October Shares for working capital and general corporate purposes.

On November 14, 2025, the Company entered into a Securities Subscription Agreement (the “November Agreement”) with Zonglin Guo (“Guo”), an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act, pursuant to which the Company agreed to issue 366,972 shares (the “November Shares”) of Common Stock to Guo. Pursuant to the November Agreement, Guo committed to pay $500,000 on November 20, 2025, and $1,500,000 on December 15, 2025, and upon each payment, the Company agreed to issue shares of Common Stock to Guo at $5.45 per share. The November Agreement contains customary representations, warranties and covenants. The Company intends to use the net proceeds from the sale of the November Shares for working capital and general corporate purposes.

The foregoing description of the October Agreement and the November Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the documents themselves. Copies of the October Agreement and the November Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the October Shares and the November Shares is incorporated by reference herein in its entirety. The October Shares and the November Shares have not been registered under the Securities Act and cannot be offered or sold in the United States absent effective registration or an applicable exemption from registration requirements. The Company issued or will issue the October Shares and the November Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1†		Securities Subscription Agreement by and between Charles Jeong and the Company, dated October 20, 2025.
10.2†		Securities Subscription Agreement by and between Zonglin Guo and the Company, dated November 14, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 25, 2025

	REBORN COFFEE, INC.
	By:	/s/ Jay Kim
	Name:	Jay Kim
	Title:	Chief Executive Officer

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FAQ

What equity financing did Reborn Coffee (REBN) announce in this 8-K?

Reborn Coffee disclosed two securities subscription agreements with accredited investors to issue a total of 825,688 October Shares and 366,972 November Shares of common stock at $5.45 per share in private placements.

How much cash is committed under Reborn Coffees new share subscription agreements?

The agreements provide for payments of $1,000,000 on October 20, October 30, and November 14, 2025, and $1,500,000 on December 24, 2025, by Charles Jeong, plus $500,000 on November 20, 2025 and $1,500,000 on December 15, 2025, by Zonglin Guo.

What is the share price for the Reborn Coffee private placements?

Under both the October and November agreements, Reborn Coffee agreed to issue common stock at a fixed price of $5.45 per share to the investors.

How will Reborn Coffee use the proceeds from these equity sales?

Reborn Coffee states that it intends to use the net proceeds from the sale of both the October Shares and the November Shares for working capital and general corporate purposes.

Are the new Reborn Coffee shares registered under the Securities Act?

No. The October Shares and November Shares have not been registered under the Securities Act and are being issued in reliance on Section 4(a)(2) and Rule 506(b), so they are restricted securities that cannot be offered or sold in the United States without registration or an applicable exemption.

Who are the investors participating in Reborn Coffees new share issuances?

The October Agreement is with Charles Jeong, and the November Agreement is with Zonglin Guo. Both are described as accredited investors under Rule 501(a) of Regulation D.

Where can investors find the full terms of Reborn Coffees subscription agreements?

The company attached the full agreements as Exhibit 10.1 (October Agreement with Charles Jeong) and Exhibit 10.2 (November Agreement with Zonglin Guo), and those documents are incorporated by reference.