Reborn Coffee Sets Annual Meeting for Director Elections, Auditor Ratification

TL;DR

**REBN's board is solidifying its leadership, with insiders holding a quarter of the stock – looks like a vote of confidence for stability.**

AI Summary

Reborn Coffee, Inc. (REBN) is holding its Annual Meeting on November 20, 2025, to elect seven directors, ratify BCRG Group as its independent auditor for fiscal year 2025, and approve potential meeting adjournments. The company's Board of Directors currently consists of seven members, with key figures like Jay Kim, CEO, and Farooq M. Arjomand, Chairman, nominated for re-election. As of October 3, 2025, there were 5,967,107 shares of Common Stock outstanding. Farooq M. Arjomand is the largest individual beneficial owner with 626,082 shares (10.5%), followed by CEO Jay Kim with 515,834 shares (8.6%). Arena Investors, LP and affiliated entities collectively hold 533,764 shares (8.9%), making them a significant institutional holder. The total beneficial ownership by all directors, nominees, and executive officers as a group is 1,432,242 shares, representing 24.0% of the outstanding Common Stock. The filing does not contain specific revenue or net income figures, nor does it detail key business changes or strategic outlook beyond the board elections and auditor ratification.

Why It Matters

This DEF 14A filing is crucial for investors as it outlines the composition of Reborn Coffee's leadership for the upcoming year, with seven directors up for election, including CEO Jay Kim and Chairman Farooq M. Arjomand. The ratification of BCRG Group as the independent auditor provides transparency and assurance regarding the company's financial reporting, which is vital for investor confidence. The significant beneficial ownership by insiders, totaling 24.0% of outstanding shares, indicates strong alignment of interests between management and shareholders, a positive signal in a competitive coffee market. For employees and customers, a stable and experienced board, including individuals with extensive industry and financial backgrounds like Dennis R. Egidi and Farooq M. Arjomand, suggests consistent strategic direction and operational stability for the company.

Risk Assessment

Risk Level: low — The risk level is low because this DEF 14A primarily concerns routine corporate governance matters: director elections and auditor ratification. There are no indications of contentious proposals, significant changes in control, or unusual financial disclosures that would suggest elevated risk. The proposals are standard for an annual meeting, and the board recommends voting 'FOR' all nominees and proposals, indicating internal consensus.

Analyst Insight

Investors should review the backgrounds of the director nominees, particularly their experience in retail, finance, and international expansion, to assess the board's capability. Given the routine nature of the proposals, shareholders should vote 'FOR' the recommended slate to maintain board stability and ratify the auditor, ensuring continued corporate governance. Pay attention to the significant insider ownership, as it suggests management's vested interest in the company's performance.

Key Numbers

• 5,967,107 — Shares of Common Stock outstanding (As of October 2, 2025, for voting eligibility)
• 7 — Number of directors to be elected (Current and proposed size of the Board of Directors)
• 626,082 — Shares beneficially owned by Farooq M. Arjomand (Represents 10.5% of outstanding shares, making him the largest individual holder)
• 515,834 — Shares beneficially owned by Jay Kim (Represents 8.6% of outstanding shares, held by the CEO)
• 533,764 — Shares beneficially owned by Arena Investors, LP (Represents 8.9% of outstanding shares, a significant institutional holding)
• 1,432,242 — Shares beneficially owned by all directors, nominees, and executive officers as a group (Represents 24.0% of outstanding shares, indicating strong insider alignment)
• October 2, 2025 — Record Date (For determining stockholders entitled to vote at the Annual Meeting)
• November 20, 2025 — Annual Meeting Date (Date when stockholders will vote on proposals)
• 10:00am — Annual Meeting Time (Eastern time for the Annual Meeting)
• 2025 — Fiscal year for auditor ratification (BCRG Group to be ratified for the fiscal year ending December 31, 2025)

Key Players & Entities

• Reborn Coffee, Inc. (company) — Registrant
• Farooq M. Arjomand (person) — Chairman of the Board of Directors, beneficial owner of 626,082 shares (10.5%)
• Jay Kim (person) — Chief Executive Officer and Director, beneficial owner of 515,834 shares (8.6%)
• BCRG Group (company) — Independent registered public accounting firm nominee for 2025
• Arena Investors, LP (company) — Beneficial owner of 533,764 shares (8.9%)
• Stephan Kim (person) — Chief Financial Officer, beneficial owner of 87,190 shares (1.5%)
• Dennis R. Egidi (person) — Vice Chairman and Director, beneficial owner of 155,350 shares (2.6%)
• Yohan Kim (person) — Beneficial owner of 267,500 shares (4.5%)
• Pryor Cashman LLP (company) — Location of the Annual Meeting
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

Reborn Coffee operates within the competitive coffee retail and beverage industry. This sector is characterized by established global brands, a growing demand for specialty coffee, and increasing consumer interest in sustainability and ethical sourcing. Companies in this space often face challenges related to supply chain management, fluctuating commodity prices, and adapting to evolving consumer preferences.

Regulatory Implications

As a publicly traded company, Reborn Coffee is subject to SEC regulations, including timely and accurate filing of disclosures like this DEF 14A. Compliance with corporate governance rules and accounting standards is crucial. The ratification of the independent auditor, BCRG Group, ensures adherence to auditing standards for the fiscal year 2025.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditor
3. Consider Adjournment Proposal
4. Review Shareholder Ownership

Key Dates

• 2025-10-02: Record Date for Annual Meeting — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-10-10: Mailing of Proxy Statement — Informs stockholders about the Annual Meeting agenda and voting procedures.
• 2025-11-20: Annual Meeting of Stockholders — Date for electing directors, ratifying auditors, and other business.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document is the proxy statement for Reborn Coffee's annual meeting.)

Proxy Statement

A document that a company's management sends to shareholders before a meeting, soliciting their votes on specific matters. (This document is used to solicit votes for the election of directors and ratification of auditors.)

Beneficial Owner

A person who has or shares voting power or investment power over a security, even if they are not the registered owner. (Used to identify major shareholders like Farooq M. Arjomand and Jay Kim.)

Outstanding Shares

The total number of shares of a company's stock that are currently held by all its shareholders. (Key for determining voting power and ownership percentages, such as the 5,967,107 shares outstanding.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for business to be legally transacted. (A majority of outstanding shares must be present for the Annual Meeting to proceed.)

Broker Non-Vote

Occurs when a broker holding shares in 'street name' does not vote on a non-routine matter due to lack of voting instructions from the beneficial owner. (Affects voting outcomes for non-routine proposals where brokers may not vote without instructions.)

Plurality

The largest number of votes cast for a candidate, even if it is not a majority of the total votes. (The standard for electing directors; nominees with the most votes win.)

Ratification

The act of approving or confirming a previous action or decision, such as the appointment of an auditor. (Shareholders are asked to ratify BCRG Group as the independent auditor.)

Year-Over-Year Comparison

This filing focuses on the upcoming annual meeting and does not provide comparative financial data from a previous DEF 14A. Key information such as revenue, net income, or changes in business strategy from prior periods is not detailed here, making a direct comparison of financial performance impossible based solely on this document.

Key Financial Figures

• $0.0001 — f shares of our Common Stock, par value $0.0001 per share ("Common Stock"), signing and

Filing Documents

• ea0260506-01.htm (DEF 14A) — 530KB
• tproxy_001.jpg (GRAPHIC) — 1106KB
• tproxy_002.jpg (GRAPHIC) — 836KB
• 0001213900-25-098180.txt ( ) — 5321KB
• rebn-20251007_lab.xml (EX-101.LAB) — 33KB
• rebn-20251007.xsd (EX-101.SCH) — 9KB
• ea0260506-01_htm.xml (XML) — 69KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth certain information regarding the ownership of our Common Stock as of October 3, 2025 (the "Determination Date") by: (i) each current director of our company and each director nominee; (ii) each of our Named Executive Officers ("NEOs"); (iii) all current executive officers and directors of our company as a group; and (iv) all those known by us to be beneficial owners of more than five percent (5%) of our Common Stock. Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares that an individual or entity has the right to acquire beneficial ownership of within 60 days of the Determination Date, through the exercise of any option, warrant or similar right (such instruments being deemed to be "presently exercisable"). In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our Common Stock that could be issued upon the exercise of presently exercisable options and warrants are considered to be outstanding. These shares, however, are not considered outstanding as of the Determination Date when computing the percentage ownership of each other person. To our knowledge, except as indicated in the footnotes to the following table, and subject to state community property laws where applicable, all beneficial owners named in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them. Percentage of ownership is based on 5,967,107 shares of Common Stock outstanding as of the Determination Date. Unless otherwise indicated, the business address of each person in the table below is c/o Reborn Coffee, Inc., 580 N. Berry Street, Brea, CA 92821. No shares i

View Full Filing

View this DEF 14A filing on SEC EDGAR