Reborn Coffee, Inc. Files 8-K with Financials and Equity Sales

TL;DR

Reborn Coffee dropped an 8-K detailing new debt, equity sales, and financials. Check it out.

AI Summary

On February 6, 2025, Reborn Coffee, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a name change from CAPAX INC. on May 30, 2017.

Why It Matters

This 8-K filing provides crucial updates on Reborn Coffee's financial obligations and equity transactions, offering insights into the company's financial health and strategic activities.

Risk Assessment

Risk Level: medium — The filing indicates new financial obligations and unregistered equity sales, which can introduce financial risk and dilution concerns.

Key Players & Entities

• Reborn Coffee, Inc. (company) — Registrant
• CAPAX INC. (company) — Former company name
• February 6, 2025 (date) — Date of earliest event reported
• May 30, 2017 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share REBN The Nasdaq
• $10,000,000 — ntures") in a principal amount of up to $10,000,000, divided into up to four separate tranc
• $555,555 — res in an aggregate principal amount of $555,555 (the "First Closing Debentures"). The F
• $500,000 — Arena Investors for a purchase price of $500,000, representing an original issue discoun
• $100,000 — Dawson James in an amount not to exceed $100,000. Equity Line of Credit On February
• $50,000,000 — o direct the Investor to purchase up to $50,000,000 in shares of the Company's Common Stock

Filing Documents

• ea0230770-8k_reborn.htm (8-K) — 58KB
• ea023077001ex4-1_reborn.htm (EX-4.1) — 105KB
• ea023077001ex10-1_reborn.htm (EX-10.1) — 417KB
• ea023077001ex10-2_reborn.htm (EX-10.2) — 156KB
• ea023077001ex10-3_reborn.htm (EX-10.3) — 138KB
• ea023077001ex10-4_reborn.htm (EX-10.4) — 45KB
• ea023077001ex10-5_reborn.htm (EX-10.5) — 115KB
• ea023077001ex10-6_reborn.htm (EX-10.6) — 268KB
• 0001213900-25-013054.txt ( ) — 1746KB
• rebn-20250206.xsd (EX-101.SCH) — 3KB
• rebn-20250206_lab.xml (EX-101.LAB) — 33KB
• rebn-20250206_pre.xml (EX-101.PRE) — 22KB
• ea0230770-8k_reborn_htm.xml (XML) — 3KB

From the Filing

UNITED 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): February 6, 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 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 6, 2025, Reborn Coffee, Inc. (the "Company") entered into a Securities Purchase Agreement ("Securities Purchase Agreement") with the purchasers named therein (the "Arena Investors"). Under the Securities Purchase Agreement, the Company will issue 10% original issue discount secured convertible debentures ("Debentures") in a principal amount of up to $10,000,000, divided into up to four separate tranches that are each subject to certain closing conditions (the "Offering"). The conversion price per share of each Debenture, subject to adjustment as provided therein, is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Company's shares of common stock, par value $0.0001 per share ("Common Stock") during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures). The Debentures accrue interest at a rate of 10% per annum paid in kind, unless there is an event of default in which case the Debentures will accrue interest at a default rate. Upon the consummation of the closing of each tranche, the Company will also issue common stock purchase warrants ("Warrants") to each Arena Investor who participates in such closing. The Warrants will: (i) provide for the purchase by the applicable Arena Investor of a number of shares of Common Stock equal to 20% of the total principal amount of the related Debenture purchased by the Arena Investor on the applicable closing date divided by 92.5% of the lowest daily VWAP of Common Stock for the five consecutive trading day period ended on the last trading day immediately preceding such closing date and (ii) be exercisable at an exercise price equal to 92.5% of the average of the lowest daily VWAP of the Common Stock over the consecutive trading days immediately preceding the delivery of the applicable Notice of Exercise (as defined in the Warrants). The closing of the first tranche was consummated on February 11, 2025 (the "First Closing") and the Company issued to the Arena Investors Debentures in an aggregate principal amount of $555,555 (the "First Closing Debentures"). The First Closing Debentures were sold to the Arena Investors for a purchase price of $500,000, representing an original issue discount of ten percent (10%). The Company also issued to the Arena Investors 111,111 Warrants in connection with the First Closing (the "First Closing Warrants'). The Debentures contain customary representations, warranties, covenants, and events of default. If an event of default occurs, until it is cured, the holder may increase the interest rate applicable to the First Closing Debentures to two percent (2%) per annum and accelerate the full indebtedness under the First Closing Debentures, in an amount equal to 130% of the outstanding principal amount and 100% of the accrued an

View Full Filing

View this 8-K filing on SEC EDGAR