Reborn Coffee, Inc. 8-K

What Happened

• On April 29, 2026, Reborn Coffee, Inc. announced it entered into a Securities Purchase Agreement to sell common stock in a private placement for aggregate gross proceeds of up to $21.0 million.
• The offering is structured in two closings: a First Closing of 1,400,000 shares at $2.00 per share (gross proceeds $2.8M) to occur after Nasdaq issues no objection to the Company’s Listing of Additional Securities Notification; and a Second Closing of up to 9,100,000 shares at $2.00 per share (gross proceeds $18.2M) expected after the Company obtains required stockholder approvals and other customary closing conditions.
• The Company said net proceeds will fund store expansion, brand development, working capital, multi-channel distribution growth, and improvements to operations and supply chain. The Securities Purchase Agreement (including customary representations and closing conditions) is filed as Exhibit 10.1.

Key Details

• Agreement date: April 29, 2026.
• Total potential gross proceeds: $21,000,000 (First Closing $2.8M; Second Closing up to $18.2M).
• Price per share: $2.00; First Closing: 1,400,000 shares; Second Closing: up to 9,100,000 shares.
• Closings conditioned on Nasdaq no-objection (First Closing) and stockholder approvals (Second Closing via meeting or written consent) plus customary closing conditions.

Why It Matters

• The deal provides up to $21M in capital to support Reborn Coffee’s growth plans (stores, distribution, operations), which could help execution of the company’s strategy.
• The Second Closing requires stockholder approval, so the full $21M is not yet guaranteed; investors should watch for notices of a stockholder meeting or written consent and completion updates.
• Issuing up to 10.5 million new shares at $2.00 could dilute existing shareholders; the timing and final share count will affect outstanding share totals and ownership percentages.
• The sale is a private placement (unregistered sale of equity securities), so trading and registration implications will depend on future filings or registrations.