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

TL;DR

Reborn Coffee just filed an 8-K about selling equity - watch for dilution.

AI Summary

On January 6, 2025, Reborn Coffee, Inc. entered into a material definitive agreement related to unregistered sales 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 potential new equity issuance, which could impact share dilution and the company's capital structure.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales can signal a need for capital, potentially leading to dilution or signaling financial distress.

Key Players & Entities

• Reborn Coffee, Inc. (company) — Registrant
• CAPAX INC. (company) — Former company name
• January 6, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Brea, CA (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share REBN The Nasdaq
• $121,900 — e") in the original principal amount of $121,900. The Investor paid a purchase price of
• $106,000 — . The Investor paid a purchase price of $106,000 to the Company for the Note. The Note
• $69,483 — ompany is required to make a payment of $69,483 on the Note, and continuing on the same
• $17,370.75 — ake installment payments on the Note of $17,370.75 until it is fully repaid or the Investo

Filing Documents

• ea0227240-8k_reborn.htm (8-K) — 30KB
• ea022724001ex10-1_reborn.htm (EX-10.1) — 70KB
• ea022724001ex10-2_reborn.htm (EX-10.2) — 73KB
• 0001213900-25-002721.txt ( ) — 379KB
• rebn-20250106.xsd (EX-101.SCH) — 3KB
• rebn-20250106_lab.xml (EX-101.LAB) — 33KB
• rebn-20250106_pre.xml (EX-101.PRE) — 22KB
• ea0227240-8k_reborn_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 6, 2025, Reborn Coffee, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an accredited investor (the "Investor"), pursuant to which the Company issued and sold to the Investor a promissory note (the "Note") in the original principal amount of $121,900. The Investor paid a purchase price of $106,000 to the Company for the Note. The Note incurred a one-time interest charge of 14%, applied on the date of issuance to the principal amount; provided, however, that the Note will also bear interest at a rate of 22% per annum if any amount thereunder is not paid when due. Beginning on July 15, 2025, the Company is required to make a payment of $69,483 on the Note, and continuing on the same day of each successive calendar month thereafter, the Company is required to make installment payments on the Note of $17,370.75 until it is fully repaid or the Investor has converted the outstanding balance into shares of the Company's common stock, par value $0.0001 (the "Common Stock"). At any time after the occurrence of an event of default, subject to certain ownership limitations, the Investor may convert any portion of the outstanding and unpaid principal, interest, or other amounts outstanding under the Note into Common Stock at a price equal to 75% of the lowest trading price of the Common Stock on Nasdaq during the ten trading days prior to the conversion. Each of the Purchase Agreement and the Note contains customary representations and warranties for the benefit of the Investor. The foregoing description of the Purchase Agreement and the Note does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of each such agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

02 Unregistered Sales of Equity Securities

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 Note and the shares of Common Stock issuable upon conversion of the Note is incorporated by reference herein in its entirety. The Company has issued the Promissory Note 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 Note pursuant to the same exemption. The Holder is an "accredited investor" as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No Exhibit 10.1 Securities Purchase Agreement by and between Reborn Coffee, Inc. and 1800 Diagonal Lending LLC dated January 6, 2025 10.2 Promissory Note dated January 6, 2025 issued by Reborn Coffee, Inc. to 1800 Diagonal Lending LLC 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. 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: January 10, 2025 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