Reborn Coffee sets new 2026 debt repayment plan

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.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

Structured path to address debenture obligations: The amended forbearance agreement lays out a clear repayment schedule through September 30, 2026 and keeps Arena Investors from immediately exercising remedies, giving the company time to manage its secured convertible debt.

Negative

Evidence of financial stress and prior defaults: The need for repeated forbearance, acknowledgment of prior delays and defaults under the debentures, and diversion of 70% of future securities-sale proceeds toward debt highlight continuing balance sheet and liquidity pressures.

Insights

Reborn restructures debenture repayments under creditor forbearance.

The company and Arena Investors amended their forbearance arrangement covering 10% Original Issue Discount Secured Convertible Debentures. Arena has agreed to continue waiving and forbearing from enforcing remedies tied to earlier payment delays and defaults, while a detailed repayment schedule is put in place.

The plan calls for a $400,000 payment plus $25,000 in expenses by April 30, 2026, followed by $400,000 payments each month starting May 30, 2026, with all remaining debenture amounts due by September 30, 2026. In addition, 70% of cash proceeds from any sale of company securities must be applied to the debentures, capped at the amount outstanding.

The agreement also requires commercially reasonable efforts to file a registration statement for shares underlying warrants held by Arena, which can facilitate future warrant exercises or resales. Overall, this reflects financial pressure but also a negotiated path to address the debt through scheduled payments and potential equity-related funding.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial repayment: $400,000 Investor counsel expenses: $25,000 Monthly repayment: $400,000 +3 more

6 metrics

Initial repayment $400,000 Payment to Arena Investors due on or before April 30, 2026

Investor counsel expenses $25,000 Payment to Arena Investors’ counsel by April 30, 2026

Monthly repayment $400,000 Due on the 30th of each month beginning May 30, 2026

Final repayment deadline September 30, 2026 Date by which all remaining debenture amounts must be paid

Proceeds allocation 70% of cash proceeds Portion of any securities-sale proceeds payable toward debentures

Debenture interest structure 10% Original Issue Discount Secured convertible debentures issued to Arena Investors

Key Terms

Amended and Restated Forbearance Agreement, 10% Original Issue Discount Secured Convertible Debentures, Forbearance Agreement, commercially reasonable efforts, +2 more

6 terms

Amended and Restated Forbearance Agreement financial

"On April 15, 2026, the Company and the Arena Investors entered into an Amended and Restated Forbearance Agreement"

10% Original Issue Discount Secured Convertible Debentures financial

"the Company issued 10% Original Issue Discount Secured Convertible Debentures to the Arena Investors"

Forbearance Agreement financial

"entered into a Forbearance Agreement whereby the Arena Investors agreed to waive and forbear from any exercise of their rights and remedies"

A forbearance agreement is a temporary deal between a borrower and a lender where the lender agrees to delay or reduce payments instead of declaring a default; think of it as a pause button on a loan while both sides work out a longer-term fix. It matters to investors because it affects a company’s short-term cash flow and the likelihood of loan losses or restructuring, which can change credit risk and share value.

commercially reasonable efforts financial

"the Company agreed to use commercially reasonable efforts to file a registration statement"

registration statement regulatory

"file a registration statement no later than 20 business days following the filing of the Company’s Annual Report on Form 10-K"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

common stock purchase warrants financial

"covering the shares underlying the common stock purchase warrants issued to the Arena Investors"

Common stock purchase warrants are tradable instruments that give the holder the right to buy a company’s common shares at a set price before a specified date, like a coupon that lets you purchase stock later at a fixed rate. They matter to investors because they offer a way to gain future upside if the stock rises, but when exercised they increase the number of shares outstanding and can reduce existing shareholders’ ownership and earnings per share.

FAQ

What did Reborn Coffee (REBN) announce regarding its debt on April 15, 2026?

Reborn Coffee entered an Amended and Restated Forbearance Agreement with Arena Investors, revising how its 10% secured convertible debentures will be repaid. The deal replaces the prior forbearance terms and sets specific payments and deadlines through September 30, 2026.

How will Reborn Coffee (REBN) repay its debentures to Arena Investors?

Reborn Coffee agreed to pay $400,000 plus $25,000 of Arena’s expenses by April 30, 2026, then make $400,000 monthly payments beginning May 30, 2026, and pay all remaining debenture amounts on or before September 30, 2026, subject to any earlier repayments or conversions.

What role do future securities sales play in Reborn Coffee’s repayment plan?

Within three business days of any sale of its securities, Reborn Coffee must pay Arena Investors the lesser of 70% of the cash proceeds or the outstanding debenture balance. This channels much of any new capital-raising directly toward reducing the secured debentures.

How does the amended forbearance affect prior defaults under Reborn Coffee’s debentures?

Arena Investors previously agreed, as of March 31, 2026, to waive and forbear from exercising rights and remedies related to delays in payment and existing defaults. The amended agreement continues to rely on that forbearance while redefining the repayment timetable.

What is Reborn Coffee required to do about Arena Investors’ warrants?

Reborn Coffee agreed to use commercially reasonable efforts to file a registration statement covering shares underlying warrants issued to Arena Investors. This filing must occur within 20 business days after the company files its next Annual Report on Form 10-K.

Which securities are covered by the new registration commitment to Arena Investors?

The registration commitment covers shares underlying common stock purchase warrants issued in connection with the original Forbearance Agreement, as well as additional common stock purchase warrants issued to Arena Investors on December 31, 2025, enabling potential resale of underlying shares once registered.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 04/21/2026 - 05:28 PM

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): April 15, 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 1.01 Entry into a Material Definitive Agreement.

As previously reported, on February 6, 2025, Reborn Coffee, Inc. (the “Company”), entered into a Securities Purchase Agreement with the purchasers named therein (the “Arena Investors”), which was amended on March 28, 2025 and July 31, 2025 (as amended, the “Securities Purchase Agreement”). In connection with the Securities Purchase Agreement, the Company issued 10% Original Issue Discount Secured Convertible Debentures to the Arena Investors on February 10, 2025, February 26, 2025, March 28, 2025 and July 31, 2025 (as amended, restated or supplemented from time to time, the “Debentures”). In addition, as previously reported, on March 31, 2026, the Company and the Arena Investors entered into a Forbearance Agreement (the “Forbearance Agreement”) whereby the Arena Investors agreed to waive and forbear from any exercise of their rights and remedies under the Securities Purchase Agreement, the Debentures and applicable law in connection with certain delays in payment and waive any defaults or events of default which may have existed and may have been ongoing under the Debentures as of March 31, 2026.

On April 15, 2026, the Company and the Arena Investors entered into an Amended and Restated Forbearance Agreement (the “A&R Forbearance Agreement”), which amended and restated the Forbearance Agreement in certain respects. Pursuant to the A&R Forbearance Agreement, the Company and the Arena Investors agreed to amend and restate the plan for repayment of the Debentures in its entirety, as follows: (i) the Company agreed to, on or before April 30, 2026, make payment of $400,000 to the Arena Investors and $25,000 to counsel for the Arena Investors for the Arena Investors’ expenses incurred in connection with the A&R Forbearance Agreement; (ii) the Company agreed to, beginning on May 30, 2026, make payments of $400,000 to the Arena Investors on the 30^th day of each calendar month toward the outstanding amounts due under the Debentures; (iii) the Company agreed to pay to the Arena Investors all remaining amounts then outstanding under the Debentures on or before September 30, 2026 (subject to prior repayment or conversion); and (iv) the Company agreed to, within three business days following receipt of funds from any sale of the Company’s securities, pay to the Arena Investors towards the amounts then outstanding under the Debentures the lesser of (x) 70% of the cash proceeds from such sale and (y) the amount outstanding under the Debentures.

In addition, pursuant to the A&R Forbearance Agreement, the Company agreed to use commercially reasonable efforts to file a registration statement no later than 20 business days following the filing of the Company’s Annual Report on Form 10-K covering the shares underlying the common stock purchase warrants issued to the Arena Investors in connection with the Forbearance Agreement and other common stock purchase warrants issued to the Arena Investors on December 31, 2025.

The foregoing description of the A&R Forbearance Agreement is qualified in its entirety by reference to the full text of the A&R Forbearance Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No		Exhibit
10.1†		Amended and Restated Forbearance Agreement by and among Reborn Coffee, Inc. and the Arena Investors dated April 15, 2026
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.

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: April 21, 2026

	REBORN COFFEE, INC.

	By:	/s/ Jay Kim
	Name:	Jay Kim
	Title:	Co-Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 AMENDED AND RESTATED FORBEARANCE AGREEMENT BY AND AMONG REBORN COFFEE, INC. AND 55.6 KB

Reborn Coffee sets new 2026 debt repayment plan