Reborn Coffee, Inc. Announces Special Meeting of Stockholders on May 10, 2024
Ticker: REBN · Form: DEF 14A · Filed: Apr 22, 2024 · CIK: 1707910
| Field | Detail |
|---|---|
| Company | Reborn Coffee, Inc. (REBN) |
| Form Type | DEF 14A |
| Filed Date | Apr 22, 2024 |
| Risk Level | medium |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.0001, $1,100,000, $0.46, $500,000, $5,000,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: Reborn Coffee, Special Meeting, Stock Issuance, EF Hutton, Yorkville
TL;DR
<b>Reborn Coffee, Inc. is holding a Special Meeting on May 10, 2024, to vote on the issuance of common stock to EF Hutton and Yorkville.</b>
AI Summary
Reborn Coffee, Inc. (REBN) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. Reborn Coffee, Inc. will hold a Special Meeting of Stockholders on May 10, 2024, at 10:00 AM Eastern. The meeting will address the approval of issuing common stock to EF Hutton YA Fund, LP, under a Pre-Paid Advance Agreement dated February 12, 2024. Stockholders will also vote on approving the issuance of common stock to YA II PN, LTD., under a Standby Equity Purchase Agreement dated February 12, 2024. The meeting will take place at the offices of Pryor Cashman LLP, 7 Times Square, New York, NY 10036. Record holders of common stock as of April 12, 2024, are entitled to vote at the meeting.
Why It Matters
For investors and stakeholders tracking Reborn Coffee, Inc., this filing contains several important signals. The meeting is crucial for Reborn Coffee to secure necessary capital through equity issuances, which could fund ongoing operations or expansion. Stockholder approval is required for these issuances, indicating a need for transparency and alignment with investor interests regarding potential dilution and future financing.
Risk Assessment
Risk Level: medium — Reborn Coffee, Inc. shows moderate risk based on this filing. The company is seeking approval for stock issuances which could lead to dilution for existing shareholders, and the terms of these agreements (Pre-Paid Advance and Standby Equity Purchase) are critical to assess the potential impact on shareholder value.
Analyst Insight
Stockholders should carefully review the terms of the Pre-Paid Advance Agreement with EF Hutton and the Standby Equity Purchase Agreement with Yorkville before the May 10, 2024 meeting to understand the potential impact of stock issuances on their investment.
Key Numbers
- May 10, 2024 — Special Meeting Date (Date of Special Meeting of Stockholders)
- 10:00 AM Eastern — Special Meeting Time (Time of Special Meeting of Stockholders)
- April 12, 2024 — Record Date (Date as of which stockholders are entitled to vote)
- February 12, 2024 — Agreement Date (Date of Pre-Paid Advance Agreement and Standby Equity Purchase Agreement)
Key Players & Entities
- Reborn Coffee, Inc. (company) — Registrant
- May 10, 2024 (date) — Date of Special Meeting
- EF Hutton YA Fund, LP (company) — Party to Pre-Paid Advance Agreement
- February 12, 2024 (date) — Date of Pre-Paid Advance Agreement
- YA II PN, LTD. (company) — Party to Standby Equity Purchase Agreement
- April 12, 2024 (date) — Record date for voting eligibility
- Pryor Cashman LLP (company) — Location of meeting
FAQ
When did Reborn Coffee, Inc. file this DEF 14A?
Reborn Coffee, Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 22, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Reborn Coffee, Inc. (REBN).
Where can I read the original DEF 14A filing from Reborn Coffee, Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Reborn Coffee, Inc..
What are the key takeaways from Reborn Coffee, Inc.'s DEF 14A?
Reborn Coffee, Inc. filed this DEF 14A on April 22, 2024. Key takeaways: Reborn Coffee, Inc. will hold a Special Meeting of Stockholders on May 10, 2024, at 10:00 AM Eastern.. The meeting will address the approval of issuing common stock to EF Hutton YA Fund, LP, under a Pre-Paid Advance Agreement dated February 12, 2024.. Stockholders will also vote on approving the issuance of common stock to YA II PN, LTD., under a Standby Equity Purchase Agreement dated February 12, 2024..
Is Reborn Coffee, Inc. a risky investment based on this filing?
Based on this DEF 14A, Reborn Coffee, Inc. presents a moderate-risk profile. The company is seeking approval for stock issuances which could lead to dilution for existing shareholders, and the terms of these agreements (Pre-Paid Advance and Standby Equity Purchase) are critical to assess the potential impact on shareholder value.
What should investors do after reading Reborn Coffee, Inc.'s DEF 14A?
Stockholders should carefully review the terms of the Pre-Paid Advance Agreement with EF Hutton and the Standby Equity Purchase Agreement with Yorkville before the May 10, 2024 meeting to understand the potential impact of stock issuances on their investment. The overall sentiment from this filing is neutral.
Risk Factors
- Approval of Stock Issuances [medium — financial]: The company requires stockholder approval to issue shares of Common Stock to EF Hutton YA Fund, LP and YA II PN, LTD. in excess of the Exchange Cap, as defined in their respective agreements.
Key Dates
- 2024-05-10: Special Meeting of Stockholders — To approve stock issuances to EF Hutton and Yorkville.
- 2024-04-12: Record Date — Determines eligibility to vote at the Special Meeting.
- 2024-02-12: Agreement Date — Date of Pre-Paid Advance Agreement with EF Hutton and Standby Equity Purchase Agreement with Yorkville.
Glossary
- PPA
- Pre-Paid Advance Agreement (Agreement under which Reborn Coffee will issue shares to EF Hutton YA Fund, LP.)
Filing Stats: 4,487 words · 18 min read · ~15 pages · Grade level 14 · Accepted 2024-04-22 09:23:05
Key Financial Figures
- $0.0001 — f shares of our Common Stock, par value $0.0001 per share (“Common Stock”
- $1,100,000 — daq”), for the issuance of up to $1,100,000 in shares of our Common Stock to EF Hut
- $0.46 — “Floor Price” is equal to $0.46. Interest will accrue on the outstandin
- $500,000 — ng under the Pre -Paid Advance equal to $500,000, plus any accrued and unpaid interest (
- $5,000,000 — 00a0;5635(d), for the issuance of up to $5,000,000 in shares of our Common Stock to Yorkvi
- $150,000 — pay Yorkville a commitment fee equal to $150,000 (the “Commitment Fee”) by
Filing Documents
- ea0203564-02.htm (DEF 14A) — 165KB
- tproxy_001.jpg (GRAPHIC) — 991KB
- tproxy_002.jpg (GRAPHIC) — 812KB
- 0001213900-24-034682.txt ( ) — 2651KB
From the Filing
DEF 14A 1 ea0203564-02.htm PROXY STATEMENT    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ Schedule 14A ________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      ) Filed by the Registrant   Filed by a party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material under § 240. 14a -12 Reborn Coffee, Inc. (Name of Registrant as Specified In Its Charter) _____________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 .   Reborn Coffee, Inc. 580 N. Berry Street, Brea, California 92821 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on May 10, 2024 at 10:00AM Eastern TO THE STOCKHOLDERS OF REBORN COFFEE, INC.: Notice is hereby given that the Special Meeting of Stockholders (the “Special Meeting”) of Reborn Coffee, Inc. (“Reborn,” “we,” “us,” “our,” and the “Company”) will be held on May 10, 2024, at 10:00AM eastern, at the offices of Pryor Cashman LLP at 7 Times Square, New York, NY 10036, for the purposes of considering and acting on the following items: 1.       To approve the issuance of our shares of Common Stock to EF Hutton YA Fund, LP (“EF Hutton”), pursuant to the Pre -Paid Advance Agreement dated as of February 12, 2024 (the “PPA”), in excess of the Exchange Cap (as defined PPA); 2.       To approve the issuance of our shares of Common Stock to YA II PN, LTD. (“Yorkville”), pursuant to the Standby Equity Purchase Agreement dated as of February 12, 2024 (the “SEPA”), in excess of the Exchange Cap (as defined SEPA); 3.       Such other related matters and business as may properly come before the Special Meeting or any adjournments or postponements thereof. The enclosed Proxy Statement includes information relating to these proposals. Only holders of record of our Common Stock, as of the close of business on April 12, 2024, are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement of the Special Meeting. The holders of at least a majority of our outstanding shares of voting stock entitled to vote and present in person or by proxy are required for a quorum. You may vote electronically through the Internet or by telephone. The instructions on your proxy card describe how to use these convenient services. Of course, if you prefer, you can vote by mail by completing your proxy card and returning it to us in the enclosed envelope.   By Order of the Board of Directors,     / s / Farooq M. Arjomand     Farooq M. Arjomand     Chairman of the Board Of Directors April 22, 2024 Brea, California OUR BOARD OF DIRECTORS APPRECIATES AND ENCOURAGES YOUR PARTICIPATION IN OUR SPECIAL MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED. ACCORDINGLY, PLEASE AUTHORIZE A PROXY TO VOTE YOUR SHARES BY INTERNET, TELEPHONE OR MAIL. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY WITHDRAW YOUR PROXY, IF YOU WISH, AND VOTE IN PERSON. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THIS PROXY STATEMENT.   Reborn Coffee, Inc. 580 N. Berry Street, Brea, California 92821 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS To Be Held on May 10, 2024 at 10:00AM Eastern SPECIAL MEETING AND PROXY SOLICITATION INFORMATION General This Proxy Statement is furnished in connection with the solicitation of proxies by the board of directors (the “Board of Directors”) of Reborn Coffee, Inc., a Delaware corporation (“Reborn,” “we,” “us,” “our,” and the “Company”), for use at the Special Meeting of Stockholders to be held on May 10, 2024, at 10:00AM eastern, at the office of Pryor Cashma