NASDAQ: REBN Reborn Coffee, Inc. 8-K

Reborn Coffee raises $21M in two-stage private placement at $2.00 per share

Filed May 5, 2026 · Period ending April 29, 2026 · ~1 min read

Key Changes

high

Company agreed to sell 10.5M shares total for $21M gross proceeds to offshore investors at $2.00/share in two closings; first closing of $2.8M (1.4M shares) pending Nasdaq clearance, second closing of $18.2M (9.1M shares) requires shareholder vote.

Item 1.01 verify on EDGAR →
high

Second closing representing 86% of the deal ($18.2M) is contingent on stockholder approval, creating execution risk if shareholders reject the transaction or fail to provide sufficient votes.

Item 3.02 verify on EDGAR →
high

Company disclosed uncertainty about maintaining Nasdaq listing as a risk factor, suggesting potential compliance issues or that the share issuance size may trigger exchange concerns.

Item 3.02 verify on EDGAR →
medium

Shares sold to non-U.S. investors under Regulation S exemption without SEC registration; these shares cannot be resold in U.S. markets without registration, limiting near-term liquidity impact.

Item 3.02 verify on EDGAR →
medium

Proceeds earmarked for flagship store expansion in major cities, brand development, working capital, multi-channel distribution growth, and supply chain improvements to support scaling operations.

Item 1.01 verify on EDGAR →

Summary

Reborn Coffee announced a $21 million private placement selling 10.5 million shares at $2.00 per share to offshore investors. The deal is structured in two stages: an initial $2.8 million closing awaiting Nasdaq clearance, followed by a much larger $18.2 million second closing that requires shareholder approval.

The shares are being sold under Regulation S to non-U.S. investors without SEC registration, meaning they cannot be immediately resold in U.S. markets. Retail shareholders should pay attention to the execution risk here. The bulk of the capital raise—86% of the total—depends on a shareholder vote that hasn't happened yet.

If shareholders reject the deal or the company fails to secure approval, the financing could fall through. Additionally, the company flagged uncertainty about maintaining its Nasdaq listing, which could indicate compliance pressures or concerns that this dilutive issuance might trigger exchange rule violations. Watch for the proxy filing or information statement detailing the shareholder vote. The $2.00 share price and use of proceeds for store expansion suggest management is betting on growth, but the two-stage structure and listing concerns warrant close monitoring of whether this deal actually closes as planned.

Section-by-Section Diff

Event · Item 1.01 — Entry into a Material Definitive Agreement

~600 words

Reborn Coffee entered into a $21M private placement agreement to sell common stock in two closings at $2.00 per share.

2 Added

Added Private placement agreement high

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On April 29, 2026, Reborn Coffee, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “Agreement”) with the purchasers named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in a private placement, shares of its common stock (the “Shares”) in two closings for aggregate gross proceeds of $21 million, subject to the terms and conditions set forth in the Securities Purchase Agreement (collectively, the “Private Placement”).

The company signed a securities purchase agreement to raise $21 million through a private placement of common stock. The transaction will occur in two separate closings, with investors purchasing shares at a predetermined price per the agreement terms.

Added Use of proceeds medium

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The net proceeds from the Private Placement will be used to support the Company’s principal business initiatives, including flagship store expansion in key metropolitan markets, brand development, working capital, and the continued growth of its multi-channel distribution strategy. The proceeds are also expected to support operational and supply chain capabilities designed to enhance efficiency, execution, and scalability across the Company’s expanding platform.

The $21 million raised will fund flagship store expansion in major cities, brand development, working capital, multi-channel distribution growth, and operational/supply chain improvements. These investments aim to enhance efficiency and scalability as the company expands.

Event · Item 3.02 — Unregistered Sales of Equity Securities

~700 words

Reborn Coffee disclosed an unregistered private placement of equity securities to non-U.S. investors under Regulation S.

4 Added

Added Unregistered equity sale high

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the offering and sale of the Shares will be exempt from registration under Rule 903 of Regulation S promulgated under the Securities Act of 1933 (the “Act”). The sale of the Shares by the Company in the Private Placement will not be registered under the Act or any state securities laws and such shares may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from the registration requirements.

The company sold shares in a private placement to non-U.S. investors without SEC registration, relying on Regulation S exemption. These shares cannot be resold in the United States without registration or an exemption. The filing references a First Closing and Second Closing structure, with the Second Closing contingent on stockholder approvals.

Added Investor representations medium

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In the Agreement, each Investor represented, among other things, that it is a “non-U.S. person” as defined under Regulation S, that it is not acquiring the Shares for the account or benefit of a U.S. Person, and that it is acquiring the Shares for investment purposes only and not with a view to any immediate resale, distribution, or other disposition of the Shares.

Investors certified they are non-U.S. persons buying for investment purposes only, not for immediate resale. This is a standard requirement for Regulation S offerings but limits the liquidity of these shares and confirms the company is raising capital from offshore investors.

Added Stockholder approval requirement high

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whether the conditions for the First Closing and Second Closing of the Private Placement will be satisfied, including the failure to obtain Stockholder Approvals

The private placement has a two-stage closing structure, with the Second Closing dependent on obtaining stockholder approvals. This suggests the deal may involve issuing shares that exceed exchange listing rule thresholds requiring shareholder vote, creating execution risk if approval is not obtained.

Added Nasdaq listing risk high

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the Company’s ability to maintain its listing on The Nasdaq Capital Market

The company disclosed uncertainty about maintaining its Nasdaq listing as a risk factor related to this transaction. This suggests the company may be facing compliance issues or that the private placement structure could impact listing requirements.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

Reborn Coffee filed a Securities Purchase Agreement, indicating a potential financing or equity transaction.

1 Added

Added Securities Purchase Agreement high

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Form of Securities Purchase Agreement

The company has filed a Securities Purchase Agreement as an exhibit. This typically indicates a financing transaction where the company is selling securities (equity, debt, or convertible instruments) to investors. The specific terms, amount, and parties involved are not disclosed in this 8-K body, but would be detailed in the attached exhibit.