Reborn Coffee, Inc. 8-K

What Happened
Reborn Coffee, Inc. filed an 8-K on Jan 5, 2026 reporting a warrant exchange and steps it says restored compliance with Nasdaq’s stockholders’ equity requirement. On December 31, 2025 the company entered a Warrant Exchange and Termination Agreement with certain Arena Investors, issuing 185,771 shares of common stock to cancel outstanding warrants that covered 337,765 shares. The company also confirmed it received $6,500,000 in gross proceeds under an October 20, 2025 securities subscription agreement with accredited investor Charles Jeong.

Key Details

• Exchange Agreement (Dec 31, 2025): Arena Investors received 185,771 common shares in exchange for termination of warrants originally issued under a Securities Purchase Agreement; warrants covered 337,765 shares.
• Financing: 1,192,661 shares were issued to Charles Jeong at $5.45 per share for $6,500,000 in gross proceeds (funded in tranches; proceeds received as of Dec 31, 2025).
• Balance-sheet impact: Company estimates the warrant exchange eliminated approximately $1,308,194 of derivative liability and that, after recent transactions, estimated shareholders’ equity was $3,400,737 as of Dec 31, 2025.
• Other items: An equity line agreement (up to $50M) remains unused. The company estimates a net loss of $985,562 for the three months ended Dec 31, 2025 and projects fiscal 2026 net revenue of about $10.3M and net income of roughly $13,000.

Why It Matters
These transactions are material because they reduced potential dilution (by cancelling warrants and issuing shares), reduced derivative liabilities, and provided cash inflows that the company says restored compliance with Nasdaq’s minimum stockholders’ equity rule as of Dec 31, 2025. Reinstating compliance can prevent delisting and give the company more time to execute its business plan. The company is awaiting a formal Nasdaq determination and warns its revenue and income projections and compliance status are forward-looking estimates, not guarantees.