UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 28, 2025

(714) 784-6369

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Securities Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Debentures

As previously reported, on February 6, 2025, Reborn Coffee, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Securities Purchase Agreement”) with the purchasers named therein (the “Arena Investors”). Under the Securities Purchase Agreement, the Company agreed to issue 10% original issue discount secured convertible debentures (“Debentures”) in a principal amount of up to $10,000,000, divided into up to four separate tranches that are each subject to certain closing conditions (the “Offering”). The conversion price per share of each Debenture, subject to adjustment as provided therein, is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of the Company’s shares of common stock, par value $0.0001 per share (“Common Stock”) during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures). The Debentures accrue interest at a rate of 10% per annum paid in kind, unless there is an event of default in which case the Debentures will accrue interest at a default rate.

Upon the consummation of the closing of each tranche, the Company also agreed to issue common stock purchase warrants (“Warrants”) to each Arena Investor who participates in such closing. The Warrants will: (i) provide for the purchase by the applicable Arena Investor of a number of shares of Common Stock equal to 20% of the total principal amount of the related Debenture purchased by the Arena Investor on the applicable closing date divided by 92.5% of the lowest daily VWAP of Common Stock for the five consecutive trading day period ended on the last trading day immediately preceding such closing date and (ii) be exercisable at an exercise price equal to 92.5% of the average of the lowest daily VWAP of the Common Stock over the consecutive trading days immediately preceding the delivery of the applicable Notice of Exercise (as defined in the Warrants).

On March 28, 2025, the Company entered into a Global Amendment to 10% Original Issue Discount Secured Convertible Debentures (the “Global Amendment”) with the Arena Investors. Pursuant to the Global Amendment, the Debentures previously issued by the Company were amended such that, upon receipt of cash proceeds from the issuance of equity or indebtedness and upon notice from the applicable Arena Investor, the Company will be required to apply 30% of the gross cash proceeds received from the applicable financing transaction to redeem a portion of the outstanding principal amount of the applicable Debenture for cash in an amount equal to the sum of (1) 120% of the portion of the outstanding principal amount of the applicable Debenture being be redeemed plus 100% of accrued but unpaid interest thereon and (2) all liquidated damages and other amounts then due in respect of the applicable Debenture.

In addition, on March 28, 2025, the Company entered into an amendment to securities purchase agreement (the “SPA Amendment”) with the Arena Investors. Pursuant to the SPA Amendment, the form of Debenture attached to the Securities Purchase Agreement was substituted for a new form of Debenture with the amendment described above in the Global Amendment (the “New Form of Debenture”).

The foregoing descriptions of the Warrants, the Securities Purchase Agreement, the New Form of Debenture, the Global Amendment, and the SPA Amendment are qualified in their entirety by reference to the full text of such agreements, copies of which are attached to this Current Report on Form 8-K as Exhibits 4.1, 10.1, 10.2, 10.3, and 10.4, respectively, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Third Closing

The closing of the third tranche was consummated on March 28, 2025 (the “Third Closing”) and the Company issued to the Arena Investors Debentures in an aggregate principal amount of $1,666,667 (the “Third Closing Debentures”). The Third Closing Debentures were sold to the Arena Investors for a purchase price of $1,500,000, representing an original issue discount of ten percent (10%). The Company also issued to the Arena Investors 91,076 Warrants in connection with the Third Closing (the “Third Closing Warrants’).

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the issuance of the Third Closing Debentures, the Third Closing Warrants, and the shares of Common Stock issuable upon conversion of the Third Closing Debentures or exercise of the Third Closing Warrants is incorporated by reference herein in its entirety. The Company has issued the Third Closing Debentures and the Third Closing Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue any shares of Common Stock issuable upon conversion of the Third Closing Debentures or exercise of the Third Closing Warrants pursuant to the same exemption. The Arena Investors are each an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 31, 2025

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