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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 1, 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements or Certain Officers.
Resignations from
the Board
On October 1, 2025, Sehan
Kim and Jennifer Tan each provided the Board of Directors (the “Board”) of Reborn Coffee, Inc. (the “Company”)
with their formal resignations from the Board and all committees thereof, effective immediately. Sehan Kim was a member of the compensation
committee of the Board (the “Compensation Committee”) and the audit committee of the Board (the “Audit Committee”).
Jennifer Tan was not a member of any committee of the Board. Neither Mr. Kim’s nor Ms. Tan’s respective decisions to resign
were due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices (financial
or otherwise).
Increase in Board
Size
On October 1, 2025, the
Board resolved to increase the size of the Board from six members to seven members, with such increase effective October 3, 2025.
Appointment of New
Directors
Effective October 3, 2025, the Board appointed each of Jung Jae Lim, Mi Young Jeong, and Alex Gau to fill the vacancies on the Board created
by the resignations and increase in Board size described above. Each of Jung Jae Lim, Mi Young Jeong, and Alex Gau will serve on the Board
until the Company’s next annual stockholder meeting or until his or her successor has been duly appointed and qualified or until
her earlier death, resignation, retirement, disqualification, removal from office or other cause.
None of Jung Jae Lim, Mi Young Jeong, or Alex
Gau will be compensated for his or her service on the Board.
There are no family relationships between any
of Jung Jae Lim, Mi Young Jeong, or Alex Gau and any director or executive officer of the Company and none of them were selected by the
Board to serve as a director pursuant to any arrangement or understanding with any person. None of Jung Jae Lim, Mi Young Jeong, or Alex
Gau 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: October 7, 2025
| |
REBORN COFFEE, INC. |
|
|
|
| |
By: |
/s/ Jay Kim |
| |
Name: |
Jay Kim |
| |
Title: |
Chief Executive Officer |
