Reborn Coffee, Inc. Receives Nasdaq Notification on Board Compliance; Takes Immediate Steps to Regain Listing Standards

Key Points from the Report

• Nasdaq Compliance Issue: On February 19, 2026, Reborn Coffee, Inc. received a notification letter from the Nasdaq Listing Qualifications Staff indicating non-compliance with Nasdaq’s independent director, audit committee, and compensation committee requirements under Listing Rule 5605.
• Cure Period Granted: Nasdaq has granted the company a cure period to regain compliance, which lasts until the earlier of the next annual stockholders’ meeting or February 13, 2027. If the next annual meeting is held before August 12, 2026, compliance must be evidenced no later than that date.
• Immediate Remediation Actions: The company appointed Charles C. Jeong and Mi Jeong Lee as directors, thereby remedying all deficiencies under Nasdaq Listing Rule 5605.
• Disclosure Compliance: By filing this Form 8-K, the company is complying with Nasdaq Listing Rule 5810(b), which requires public disclosure of the receipt of such notices.
• Significant Capital Injection: Previously, on October 20, 2025, the company entered into a Securities Subscription Agreement with Mr. Jeong, issuing 1,192,661 shares for a total purchase price of \$6,500,000 at \$5.45 per share, funded in multiple tranches.

Details and Implications for Investors

The receipt of a non-compliance notification from Nasdaq is a significant event for Reborn Coffee, Inc. and its shareholders. Such notifications can potentially lead to delisting if not resolved, which would severely limit the liquidity and marketability of the shares and could potentially result in a sharp decline in share price. However, the company has responded swiftly by appointing new directors—Charles C. Jeong and Mi Jeong Lee—to fill the gaps in independent director, audit, and compensation committee requirements, signaling its commitment to maintaining its Nasdaq listing.

The cure period granted by Nasdaq provides the company with a defined timeline to demonstrate ongoing compliance. The earliest deadline is either the next annual stockholders’ meeting or February 13, 2027. If the meeting occurs before August 12, 2026, the company must show compliance by that date. Investors should watch for further updates regarding board composition and any additional regulatory communications.

Notably, the company’s relationship with Mr. Jeong is substantial, both in terms of governance and capital. The Securities Subscription Agreement brought in \$6.5 million through the issuance of over 1.19 million shares at a premium price, reflecting confidence from a significant stakeholder. This capital raise could strengthen the company’s balance sheet and support ongoing operations or expansion plans, but also results in dilution for existing shareholders.

The company has issued typical forward-looking statements, highlighting that there is no guarantee Nasdaq will grant further relief in the future, or that the company will be able to meet all necessary requirements. This introduces a degree of risk and uncertainty for the share price moving forward.

Potential Price-Sensitive Issues for Shareholders

• Delisting Risk: The Nasdaq notification is a material event that may affect investor sentiment and the company’s share price. Delisting would have a significant negative impact.
• Board Changes: The appointment of new directors to address compliance issues could be viewed positively as a proactive measure, but may also raise questions about past governance.
• Major Share Issuance and Capital Raise: The \$6.5 million raised from Mr. Jeong and the resulting dilution are important for shareholders to consider.
• Regulatory Compliance: Ongoing compliance with Nasdaq rules and the risk of further non-compliance or regulatory intervention remain key risks for the company.

Conclusion

This report contains several developments that are highly relevant and potentially price-sensitive for Reborn Coffee, Inc. shareholders. The company’s swift action to regain compliance with Nasdaq listing standards is positive, but the underlying governance issues and the risk of delisting remain material risks. The substantial capital injection from a major investor is a vote of confidence, but shareholders should remain vigilant for further updates regarding regulatory compliance and corporate governance.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with a qualified financial advisor before making any investment decisions. The author and publisher assume no liability for any actions taken based on the information provided herein.

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