Reborn Coffee, Inc. 8-K

What Happened

• Reborn Coffee, Inc. filed an 8-K reporting an Amended and Restated Forbearance Agreement (A&R Forbearance Agreement) dated April 15, 2026 with its Arena Investors. The A&R Agreement revises the repayment plan for 10% Original Issue Discount secured convertible debentures issued to the Arena Investors in Feb–Jul 2025 and follows a prior Forbearance Agreement dated March 31, 2026 that waived certain defaults.
• Under the A&R Forbearance Agreement the company agreed to specific payment and filing obligations, including immediate and monthly cash payments and a target full repayment date of September 30, 2026 (subject to earlier repayment or conversion).

Key Details

• Debentures: 10% Original Issue Discount secured convertible debentures issued Feb 10, 2025; Feb 26, 2025; Mar 28, 2025; and Jul 31, 2025.
• Payment schedule:
  • On or before April 30, 2026: $400,000 to the Arena Investors and $25,000 to their counsel.
  • Beginning May 30, 2026: $400,000 payments on the 30th of each month toward outstanding amounts.
  • All remaining amounts then outstanding to be paid on or before September 30, 2026 (subject to prior repayment or conversion).
  • Within three business days after the company receives proceeds from any sale of its securities: pay the lesser of (x) 70% of the cash proceeds or (y) the outstanding Debenture amount.
• Registration obligation: the company agreed to use commercially reasonable efforts to file a registration statement (covering shares underlying certain common stock purchase warrants issued to the Arena Investors) no later than 20 business days after filing its Form 10-K.

Why It Matters

• The company has committed to near-term, material cash outflows (initial payment plus monthly $400K installments) and a firm target to retire the debentures by September 30, 2026 unless repaid or converted earlier. That affects Reborn Coffee’s liquidity planning and capital allocation.
• The registration obligation for warrants could enable future exercise or resale of shares tied to these warrants, which is relevant for potential share dilution and market supply. Investors should watch for the required payments, any conversions of the debentures, and the filing/status of the registration statement.