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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):
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 30th 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 |
