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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):
September 3, 2026
| 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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Increase in Board
Size
On September 3, 2026, the Board of Directors (the “Board”)
of Reborn Coffee, Inc. (the “Company”) increased the size of the Board from seven members to eight members.
Appointment of Directors
On September 3, 2026,
the Board appointed James Lim and Edward Park to fill vacancies on the Board, including the vacancy created by the increase in Board size.
Prior to the appointments, the Board consisted of six directors. The appointments of Mr. Lim and Mr. Park filled two vacancies on the
Board. Mr. Lim and Mr. Park will serve on the Board until the Company’s next annual stockholder meeting or until their successors
have been duly appointed and qualified or until their earlier death, resignation, retirement, disqualification, removal from office or
other cause.
Neither Mr. Lim nor Mr. Park has been appointed
to serve on any committee of the Board.
Mr. Lim and Mr. Park will not receive any compensation
for their service as directors of the Company.
Neither Mr. Lim nor Mr. Park was selected to serve
as a director pursuant to any arrangement or understanding between such individual and any other person. Neither Mr. Lim nor Mr. Park
has engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
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: September 10, 2026
| |
REBORN COFFEE, INC. |
| |
|
|
| |
By: |
/s/ Jung Jae Lim |
| |
Name: |
Jung Jae Lim |
| |
Title: |
Chief Executive Officer |
