Reborn Coffee, Inc. Enters Into Amended and Restated Forbearance Agreement With Arena Investors

Key Points:

• Reborn Coffee, Inc. (Nasdaq: REBN) has entered into an Amended and Restated Forbearance Agreement (the “A&R Forbearance Agreement”) with Arena Investors as of April 15, 2026.
• The agreement involves material commitments by Reborn Coffee to settle outstanding obligations and take actions regarding its capital structure and registration of shares issuable to Arena Investors.
• The agreement requires prompt filing of a registration statement covering shares underlying certain warrants and common stock issued in connection with the forbearance and prior warrant exchanges.

Details of the Agreement:

• Reborn Coffee has agreed to pay \$400,000 in cash by April 30, 2026 to the Purchasers (Arena Investors and related parties) by wire transfer.
• The company is required to use commercially reasonable efforts to file a registration statement no later than 20 business days following the filing of its Annual Report on Form 10-K for the year ended December 31, 2025. This registration statement will cover:
  • Shares of common stock issuable upon exercise of certain warrants issued to Arena Investors.
  • 185,771 shares of common stock issued to the Purchasers on December 31, 2025 as consideration for the exchange and termination of previously issued warrants.
• The registration statement is intended to allow the Purchasers to resell these shares at then-prevailing market prices.
• The company must secure effectiveness of the registration statement by the 60th calendar day following filing (or the 90th day if the SEC conducts a full review). If the effectiveness date falls on a non-trading day, it will be extended to the next trading day.
• Reborn Coffee must keep the registration statement effective to permit Arena Investors to freely resell the shares until all covered shares have been resold.
• The company has granted Arena Investors and their counsel reasonable rights to review and comment on the registration statement and related prospectus before filing.
• The agreement incorporates by reference provisions from the company’s existing Registration Rights Agreement, ensuring Arena Investors’ rights are protected in this process.
• Reborn Coffee is obligated to file a Form 8-K disclosing entry into this A&R Forbearance Agreement and its material terms no later than four business days after the effective date.

Potentially Price-Sensitive and Shareholder-Relevant Aspects:

• The agreement signals that Reborn Coffee has outstanding obligations significant enough to require a forbearance arrangement with its lender/investor. The need for a \$400,000 payment and registration of shares may indicate liquidity pressures or near-term capital structure changes.
• The registration of shares related to warrants and prior warrant exchanges increases the potential tradable float and could lead to dilution for existing shareholders once these shares are registered and resold by Arena Investors.
• The company’s ability to comply with these obligations, particularly the cash payment and timely registration statement filing and effectiveness, could impact market confidence and share price.
• Failure to comply with these terms could lead to adverse actions by Arena Investors, potentially accelerating repayment or triggering default provisions.

Exhibits and Further Information:

• The full text of the Amended and Restated Forbearance Agreement is attached as Exhibit 10.1 to the Form 8-K filing. Schedules and certain exhibits are omitted but can be provided to the SEC upon request.
• The Form 8-K contains the required disclosures to shareholders and the market regarding this material definitive agreement.

Conclusion

This development is material and may affect Reborn Coffee’s share price due to the potential dilution, signals of financial stress or restructuring, and the involvement of a significant investor seeking liquidity. Shareholders should closely monitor the company’s compliance with the agreement’s terms and any subsequent filings related to the registration of shares or additional capital actions.

Disclaimer: This article is for informational purposes only, does not constitute investment advice, and is based on information contained in public SEC filings. Investors should consult the official filings and their financial advisors before making investment decisions. The author and publisher are not responsible for investment actions taken based on this article.

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