Reborn Coffee, Inc. Files 8-K for Equity Sale

TL;DR

Reborn Coffee just filed an 8-K for an unregistered equity sale. Watch this space.

AI Summary

On May 20, 2024, Reborn Coffee, Inc. entered into a material definitive agreement related to the unregistered sale of equity securities. The company, formerly known as CAPAX INC., is incorporated in Delaware and headquartered in Brea, California.

Why It Matters

This filing indicates a potential capital raise or issuance of new shares, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes signal financial distress or dilution, requiring further investigation into the terms and purpose.

Key Numbers

• 001-41479 — SEC File Number (Identifies the company's filing history with the SEC.)
• 47-4752305 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Reborn Coffee, Inc. (company) — Registrant
• CAPAX INC. (company) — Former company name
• May 20, 2024 (date) — Date of earliest event reported
• May 22, 2024 (date) — Date as of change
• May 23, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share REBN The Nasdaq
• $800,000 — e") in the original principal amount of $800,000 and related warrant (the "Warrant") to
• $720,000 — LC. The Holder paid a purchase price of $720,000 to the Company for the Promissory Note
• $36,000 — Promissory Note and the Warrant, less a $36,000 financial advisory fee paid to EF Hutto
• $2.29 — e into Common Stock at a price equal to $2.29 per share. In addition, the Promissory

Filing Documents

• ea0206706-8k_reborn.htm (8-K) — 29KB
• ea020670601ex4-1_reborn.htm (EX-4.1) — 97KB
• ea020670601ex10-1_reborn.htm (EX-10.1) — 126KB
• ex10-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-045998.txt ( ) — 486KB
• rebn-20240520.xsd (EX-101.SCH) — 3KB
• rebn-20240520_lab.xml (EX-101.LAB) — 33KB
• rebn-20240520_pre.xml (EX-101.PRE) — 22KB
• ea0206706-8k_reborn_htm.xml (XML) — 3KB

01 Entry into

Item 1.01 Entry into a Material Agreement. On May 20, 2024, Reborn Coffee, Inc., a Delaware corporation (the "Company") issued a convertible promissory note (the "Promissory Note") in the original principal amount of $800,000 and related warrant (the "Warrant") to purchase 175,000 shares (the "Warrant Shares") of the Company's common stock, par value per share $0.0001 ("Common Stock"), to EF HUTTON YA FUND, LP (the "Holder"), a fund managed by Yorkville Advisors Global, LLC. The Holder paid a purchase price of $720,000 to the Company for the Promissory Note and the Warrant, less a $36,000 financial advisory fee paid to EF Hutton LLC on behalf of the Company. The Promissory Note shall accrue an interest at an annual rate of 0%; however, the interest rate will increase to an annual rate of 18% upon the occurrence of an event of default. Beginning on August 15, 2024, and continuing on the same day of each successive calendar month thereafter, the Company is required to make installment payments on the Promissory Note until it is fully repaid or the Holder has converted the outstanding balance into shares of Common Stock. At any time, subject to certain ownership limitations, the Holder may convert any portion of the outstanding and unpaid principal, interest, or other amounts outstanding under the Promissory Note into Common Stock at a price equal to $2.29 per share. In addition, the Promissory Note grants the Company the right to redeem early a portion or all of the amount under the Promissory Note prior to its maturity or conversion at a 15% premium. The Warrant is exercisable by the Holder at any time after issuance until the date that is 60 months after the issuance date. The Warrant is exercisable into Warrant Shares at an exercise price of $2.29 per share, subject to adjustment as described in the Warrant. If a registration

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in "Item 1.01 Entry into a Material Definitive Agreement" relating to the issuance of the Promissory Note and the Warrants is incorporated by reference herein in its entirety. The Company has issued the Promissory Note Warrant pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue any shares of Common Stock issuable upon conversion of the Promissory Note and the Warrant Shares pursuant to the same exemption. The Holder is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. Exhibit No Exhibit 4.1 Warrant to Purchase Common Shares issued May 20, 2024, by the Company to EFF HUTTON YA FUND, LP 10.1 Convertible Promissory Note issued May 20, 2024, by the Company to EFF HUTTON YA FUND, LP 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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: May 22, 2024 REBORN COFFEE, INC. By: /s/ Jay Kim Name: Jay Kim Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR