Reborn Coffee, Inc. Files Form 8-K: Issuance of Forbearance Warrants and Forbearance Agreement

Key Points:

• Reborn Coffee, Inc. (“the Company”) has filed a Form 8-K, dated March 31, 2026, reporting the execution of a Forbearance Agreement and the issuance of Forbearance Warrants to Arena Investors.
• The Forbearance Warrants are issued as part of a broader agreement with Arena Investors, who are accredited investors. These warrants allow Arena Investors to purchase shares of Reborn Coffee common stock, \$0.0001 par value per share.
• The Company is listed on Nasdaq Capital Market under the trading symbol “REBN”.
• The shares underlying the Forbearance Warrants will be issued pursuant to exemptions from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933.
• Details concerning the Forbearance Agreement and the terms of the Warrants are attached as Exhibits 4.1 and 10.1 to the 8-K filing.

Details for Investors:

• Unregistered Sales of Equity Securities: The issuance of Forbearance Warrants represents a significant event, as these warrants can be converted to shares, potentially affecting the total shares outstanding and the dilution for current shareholders.
• Exemption Status: The shares are issued to accredited investors under Regulation D, which means they are not publicly offered but may later trade if the investors decide to sell.
• Potential Dilution: The exact number of shares to be issued upon exercise of the warrants is not specified in the summary, but the issuance of new shares may dilute existing shareholders’ equity and impact share value.
• Price Sensitivity: Any issuance of warrants or shares to institutional investors is typically considered price sensitive. Investors should be aware that the exercise of these warrants could result in increased supply of shares in the market.
• Regulatory Compliance: The Company has undertaken to keep the registration statement for these shares effective under Rule 415, ensuring that Arena Investors can resell the shares in the market, which may impact liquidity and price.
• Shareholder Impact: The agreement includes terms for notification of adjustments to the exercise price, dividend distributions, and other actions that may further affect the value and number of shares outstanding. The Company is obligated to pay all related fees and expenses for processing and legal opinions necessary for the removal of restrictive legends.
• Signatures: The agreement has been signed by Matthew Skurbe, CFO of Arena Investors and Arena Special Opportunities (Offshore) Master II, LP, indicating institutional involvement.
• Emerging Growth Company Status: Reborn Coffee, Inc. does not qualify as an emerging growth company, meaning it is subject to full financial reporting requirements.

Other Shareholder Considerations:

• Shareholders should monitor subsequent filings and announcements, as the potential exercise and resale of warrant shares could have a meaningful impact on trading volumes and share price.
• There are provisions in the agreement that restrict the exercise of warrants to prevent the holder from exceeding certain beneficial ownership limitations, which may mitigate some dilution risk but does not eliminate it.
• The Company is required to notify warrant holders of any corporate actions that affect share capital, dividends, or other material events, and such notifications may be disclosed on Form 8-K.
• The Forbearance Agreement and Warrant terms include adjustments for share dividends, splits, combinations, and fundamental transactions like mergers, consolidations, or asset sales, which could further affect the share structure or value.

Potential Price Moving Events:

• The issuance of new shares pursuant to warrant exercise is a material event that could result in dilution and increased trading activity, potentially impacting share price.
• The involvement of institutional investors and the possibility of warrant exercise and resale may attract market attention and affect investor sentiment.
• Any further corporate actions such as mergers, acquisitions, or reclassifications referenced in the agreement may also be price sensitive.

Conclusion:

Reborn Coffee, Inc.’s filing of Form 8-K regarding the execution of a Forbearance Agreement and the issuance of Forbearance Warrants to Arena Investors is a significant event for shareholders. The potential for dilution, increased share supply, and institutional involvement should be closely monitored as these factors can materially affect the company’s stock price and investor returns. Shareholders are advised to review the attached exhibits for full details and stay updated on future filings and corporate actions.

Disclaimer: The information in this article is based on SEC filings and is intended for informational purposes only. It does not constitute investment advice and investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The Company may make further filings or announcements that could materially affect the information presented here.

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