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Reborn Coffee, Inc. filed a Definitive Proxy Statement outlining its annual meeting logistics, board nominees, insider ownership and governance practices. The company lists eight directors and executive officers, with the group holding 24.0% of common stock; individual holdings include Farooq M. Arjomand (10.5%), Jay Kim (8.6%) and other named officers. The filing explains voting mechanics, including broker non-votes for non-routine proposals and that brokers may vote only on the auditor ratification and adjournment proposals without instructions.
The proxy describes director biographies and experience, executive officer backgrounds (notably accounting and audit experience for the CFO), compensation committee practices including performance-based annual bonuses, absence of option grants to NEOs during 2024, and summary measures for "compensation actually paid." It provides instructions and deadlines for stockholder proposals for the 2026 meeting and refers to the Form 10-K for audited financials for the year ended December 31, 2024.
Reborn Coffee, Inc. reported several changes to its Board of Directors. On October 1, 2025, directors Sehan Kim and Jennifer Tan resigned from the Board and all committees, effective immediately, and the company stated their resignations were not due to any disagreement over operations, policies, or practices. On the same date, the Board approved an increase in its size from six to seven members, effective October 3, 2025. Effective that date, Jung Jae Lim, Mi Young Jeong, and Alex Gau were appointed to fill the vacancies and the new seat, each serving until the next annual stockholder meeting or until a successor is in place. The company disclosed that the new directors will not be compensated for Board service and have no family relationships, arrangements, or related-party transactions with existing directors or officers.
Arena-affiliated funds disclosed beneficial ownership in Reborn Coffee, Inc. (REBN) as of June 30, 2025. Arena Investors, LP and Arena Investors GP, LLC report ownership of 533,764 shares, representing 9.99% of the outstanding common stock. Arena Business Solutions Global SPC II, LTD. reports 494,084 shares (9.3%). Two other Arena funds report smaller holdings of 33,166 shares (0.6%) and 12,704 shares (0.2%). The filing states the share counts include common stock underlying derivative securities exercisable or convertible within 60 days for ASOFM2 and ASOPIII, and that total outstanding shares used to compute percentages were 5,303,306 per the issuer's disclosure on May 12, 2025. The reporting persons disclaim ownership beyond shares each directly beneficially owns.
Reborn Coffee (REBN) filed an 8-K disclosing the fourth and final tranche of its convertible debt deal with Arena Investors. On 31 Jul 2025 the company issued $833,333 principal amount of 10% original-issue-discount secured convertible debentures, receiving $750,000 in cash. The notes convert at 92.5% of the lowest 5-day VWAP and accrue 10% PIK interest, rising on default.
As part of the closing, REBN granted (i) 136,483 warrants exercisable at 92.5% of the average of the lowest VWAPs prior to exercise and (ii) “Incentive Shares” worth $175,000, the share count set by the same 5-day VWAP. Warrant coverage for this tranche equals 40 % of principal, double the 20 % coverage in earlier closings, increasing potential dilution.
The transaction is a direct financial obligation and an unregistered securities issuance under Rule 506(b). Incentive Shares will be registered alongside shares underlying prior tranches’ debentures and warrants. Net proceeds must be allocated as specified in a side letter, though exact uses were not disclosed.
The deal supplies short-term liquidity but adds high-cost debt and significant future equity overhang, pressuring existing shareholders.
Arena Investors and related entities have reported a significant 9.5% ownership stake in Reborn Coffee, acquiring 505,518 shares of common stock. This Schedule 13G filing details the ownership structure through three reporting entities:
- Arena Investors LP (Investment Manager)
- Arena Investors GP LLC (General Partner)
- Arena Business Solutions Global SPC II LTD (Direct Owner)
The stake was calculated based on 5,303,306 total outstanding shares as of May 12, 2025. Each reporting entity maintains sole voting and dispositive power over the shares. The filing indicates the securities were not acquired to influence or change control of Reborn Coffee. The investment appears to be passive in nature, with Arena's principal business office located in Purchase, New York.