false
0001707910
0001707910
2026-10-11
2026-10-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 11, 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. ☐
Explanatory Note
This Current Report on Form 8-K is being filed
late because, following the execution of the Master Product Supply Agreement (the “Agreement”) between Reborn Coffee, Inc.
(the “Company”) and Visvita Corporation (“Visvita”), the parties entered into further negotiations that could
have resulted in the rescission of the existing agreement and the execution of a new agreement incorporating revised terms. The parties
decided to proceed with the existing Agreement without rescission or replacement. Accordingly, the Company is filing this Current Report
on Form 8-K to disclose the existing Agreement.
Item 1.01 Entry into a Material Definitive Agreement.
On October 11, 2026, the Company entered into the Agreement with Visvita,
which established the general terms under which the Company will sell to Visvita, and Visvita will purchase from the Company, aloe vera
beverages and any other beverage products specified by both parties (“Products”) in Purchase Orders (“POs”). The
specific details regarding Products, quantities, pricing, delivery dates, payment terms, and other transaction-specific terms shall be
set forth in POs approved by the Company. A PO becomes binding only upon written acceptance and confirmation by the Company.
Payment terms and due dates for each PO will be
mutually agreed upon in writing by the Company and Visvita on a per-PO basis, set within 60 to 120 days from the date the order is placed
with the manufacturer in Korea. Product supply prices specified in each PO will be determined by the Company exercising its sole and independent
pricing discretion, reflecting an applicable profit margin for each PO. Visvita agreed to pay the unit prices and total amounts determined
and approved by the Company.
Pursuant to the Agreement, the Company will supply
Products to Visvita on a non-exclusive basis in accordance with approved POs. The Agreement does not restrict Visvita from purchasing,
importing, or selling products from other sources, nor restrict the territory in which Visvita may sell Products.
During the first contract year, both parties agreed
to try to achieve a business volume minimum of $30,000,000 worth of products, raw materials, and finished goods from the Company.
The Company and Visvita agreed to adopt CIF (Cost,
Insurance, and Freight) terms to expressly provide that ownership and responsibility for the products transfer to the Company upon shipment.
For each PO, and before shipment to the Company, the parties agreed to discuss and mutually agree on the product price and all costs associated
with CIF to the destination. The Company will bear such agreed freight and insurance costs, and title and risk of loss shall pass to the
Company upon delivery to the carrier at the Port of Busan, South Korea. The Company will oversee transport from the Port of Busan to the
designated U.S. warehouse. Visvita shall be solely responsible for FDA and other regulatory compliance in connection with manufacturing,
U.S. importation, and customs clearance.
The Agreement remains in effect for two years
from October 11, 2026, and automatically renews for successive one year terms unless either party provides written notice of non-renewal
at least 60 days prior to expiration of the initial two-year period.
Michael Aminpour, the President of Visvita, also
serves as the Company’s Head of Global Sales Advisory.
The foregoing description of the Master Product
Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy
of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On October 21, 2026, the Company published a press release announcing
the Master Product Supply Agreement (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 and is
incorporated herein by reference.
The information under this Item 7.01, including
Exhibits 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
(the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by
reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No |
|
Exhibit |
| 10.1 |
|
Master Product Supply Agreement between Reborn Coffee, Inc. and Visvita Corporation, dated October 11, 2026 |
| 99.1 |
|
Press Release dated October 21, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 21, 2026
| |
REBORN COFFEE, INC. |
| |
|
|
| |
By: |
/s/ Jung Jae Lim |
| |
Name: |
Jung Jae Lim |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1

Reborn Coffee
Signs Master Product Supply Agreement with Visvita Corporation
Targeting $30 Million in First-Year
Supply Volume with Initial $2 million Purchase Order Already Secured
BREA, Calif., October 21, 2026 —
Reborn Coffee, Inc. (Nasdaq: REBN) (the “Company” or “Reborn Coffee”), a leading innovator in specialty coffee,
today announced that it has entered into a Master Product Supply Agreement (the “Agreement”) with Visvita Corporation (“Visvita”),
a California-based beverage distribution company, under which Reborn Coffee will supply products to Visvita. Products covered by the Agreement
are limited to aloe vera beverages and other beverage products the parties specify in approved purchase orders. The parties have agreed
to work toward a minimum business volume of $30 million in products, raw materials and finished goods during the first contract year.
Reborn Coffee will supply products to
Visvita on a non-exclusive basis, and individual purchase orders become binding only upon the Company’s written acceptance and confirmation.
Upon signing the Agreement, the parties entered into an initial $2 million purchase order.
Reborn Coffee to be responsible for overseeing
transport from South Korea to U.S warehouse
For the volume that Reborn Coffee supplies
to Visvita, the Company will be responsible for logistics planning, including overseeing transport from the port in South Korea to the
designated U.S warehouse. The Company plans to complete such shipments through Reborn Logistics, its ocean and inland freight subsidiary.
Visvita remains solely responsible for FDA and other regulatory compliance in connection with manufacturing, U.S. importation and customs
clearance.
“This agreement converts a framework
into contracted volume and puts the freight economics in our hands,” said Jung Jae Lim, Chief Executive Officer of Reborn Coffee.
“We set the supply price and the margin on every order, and plan to move the freight through Reborn Logistics instead of outside
providers. That combination is what we believe turns a $30 million volume target into margin rather than revenue alone.”
“As Head of Global Sales Advisory
for Reborn Coffee, I plan to mobilize our distribution network to establish Reborn’s signature matcha latte, milk coffee and other
key products in the market,” said Michael Aminpour, President of Visvita Corporation and Head of Global Sales Advisory for Reborn
Coffee. “We will dedicate our full efforts to the complete fulfillment of the $30 million annual minimum purchase target.
About Reborn Coffee
Reborn Coffee, Inc. (NASDAQ: REBN) is
a California-based specialty coffee retailer dedicated to delivering high-quality, artisanal coffee experiences. Committed to global expansion
and innovation, Reborn is redefining the coffeehouse model through its premium offerings and technology-driven initiatives.
About Visvita
Visvita Corporation is a California-based
beverage and distribution company with supplier relationships and retail distribution access across the Americas. Information regarding
Visvita in this release has been provided by Visvita.
Forward-Looking Statements
This
press release contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “plan,”
“intend,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties,
many of which are difficult to predict and beyond our control. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange
Commission (the “SEC”), including the risks and uncertainties described in more detail in our filings with the SEC, including
our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent reports filed with the SEC.
The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except
as required by applicable law or regulation.
Contacts
Investor Relations Contact:
Chris Tyson
Executive Vice President
MZ North America
REBN@mzgroup.us
949-491-8235
Company Contact:
Reborn Coffee, Inc.
ir@reborncoffee.com