UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On October 20, 2025, Reborn Coffee, Inc., a Delaware corporation (the “Company”) entered into a Securities Subscription Agreement (the “October Agreement”) with Charles Jeong (“Jeong”), an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company agreed to issue 825,688 shares (the “October Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), to Jeong. Pursuant to the October Agreement, Jeong committed to pay $1,000,000 on October 20, 2025, $1,000,000 on October 30, 2025, $1,000,000 on November 14, 2025, and $1,500,000 on December 24, 2025, and upon each payment, the Company agreed to issue shares of Common Stock to Jeong at $5.45 per share. The October Agreement contains customary representations, warranties and covenants. The Company intends to use the net proceeds from the sale of the October Shares for working capital and general corporate purposes.
On November 14, 2025, the Company entered into a Securities Subscription Agreement (the “November Agreement”) with Zonglin Guo (“Guo”), an “accredited investor,” as defined in Rule 501(a) of Regulation D under the Securities Act, pursuant to which the Company agreed to issue 366,972 shares (the “November Shares”) of Common Stock to Guo. Pursuant to the November Agreement, Guo committed to pay $500,000 on November 20, 2025, and $1,500,000 on December 15, 2025, and upon each payment, the Company agreed to issue shares of Common Stock to Guo at $5.45 per share. The November Agreement contains customary representations, warranties and covenants. The Company intends to use the net proceeds from the sale of the November Shares for working capital and general corporate purposes.
The foregoing description of the October Agreement and the November Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the documents themselves. Copies of the October Agreement and the November Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
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 October Shares and the November Shares is incorporated by reference herein in its entirety. The October Shares and the November Shares have not been registered under the Securities Act and cannot be offered or sold in the United States absent effective registration or an applicable exemption from registration requirements. The Company issued or will issue the October Shares and the November Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. 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
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1† | Securities Subscription Agreement by and between Charles Jeong and the Company, dated October 20, 2025. | |
| 10.2† | Securities Subscription Agreement by and between Zonglin Guo and the Company, dated November 14, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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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: November 25, 2025
| REBORN COFFEE, INC. | ||
| By: | /s/ Jay Kim | |
| Name: | Jay Kim | |
| Title: | Chief Executive Officer | |
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