424B8 1 ea164364-424b8_reborn.htm PROSPECTUS

 

PROSPECTUS  

Filed pursuant to Rule 424(b)(8)

Registration Statement Nos. 333-261937 and 333-266805

 

1,440,000

SHARES OF COMMON STOCK

AT $5.00 PER SHARE

 

We are offering shares of common stock, par value $0.0001 per share, at a public offering price of $5.00 per share. The selling stockholders, identified herein as the Selling Stockholders, are offering up to 1,824,246 shares of our common stock. The 1,824,246 shares of common stock being offered by the Selling Stockholders are referred to herein as the Selling Stockholder Shares.

 

We will not receive any of the proceeds from the sale of common stock by the Selling Stockholders. The Selling Stockholder Shares will not be purchased by the underwriters or otherwise included in the underwritten offering of our common stock in this public offering. The Selling Stockholders may sell or otherwise dispose of their shares in a number of different ways and at varying prices, but will not sell any Selling Stockholder Shares until after the closing of this offering. See “Selling Stockholders—Plan of Distribution.” We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses, if any) relating to the registration of the Selling Stockholder Shares with the Securities and Exchange Commission.

 

Our common stock is listed on the Nasdaq Capital Market under the symbol “REBN.”

 

Each share of our common stock is entitled to one vote per share. See “Description of Capital Stock” and “Organizational Structure.”

 

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings.

 

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 17 to read about factors you should consider before buying our common stock.

 

   Per Share   Total 
Public offering price  $5.00   $7,200,000 
Underwriting discounts and commissions (1)  $0.20   $288,000 
Proceeds, before expenses, to Reborn Coffee, Inc.  $4.80   $6,912,000 

 

 
(1)

The underwriting discount is 8.0%; provided that it is equal to 4.0% for the sale of shares to investors introduced to the underwriters by us. The above assumes all shares are sold to investors introduced to the underwriters by the Company. Proceeds to the Company will be lower if any shares sold in this offering are to investors not introduced to the underwriters by us. The underwriting discount does not include the following additional compensation payable to the underwriters: We have agreed to pay the representative of the underwriters, EF Hutton, division of Benchmark Investments, LLC, which we refer to as EF Hutton or the representative, a non-accountable expense allowance equal to one percent (1.0%) of the total proceeds raised and to reimburse the underwriters for certain expenses incurred relating to this offering. In addition, we have agreed to issue to the representative of the several underwriters warrants to purchase the number of shares of common stock in the aggregate equal to five percent (5%) of the shares of common stock to be issued and sold in this offering (including any shares of common stock sold upon exercise of the over-allotment option). The warrants are exercisable for a price per share equal to 125% of the public offering price. The warrants are exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six (6) months from the date of commencement of sales of the offering. The registration statement of which this prospectus forms a part also registers the shares of common stock issuable upon the exercise of the representative’s warrants. “Underwriting” contains additional information regarding underwriter compensation.

 

We have granted the underwriters the option for a period of 45 days to purchase up to 216,000 additional shares (equal to 15% of the shares of common stock sold in the offering) at the public offering price less the underwriting discounts and commissions, solely to cover over-allotments, if any.

 

The underwriters expect to deliver the share of common stock against payment on or about August 16, 2022.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

EF HUTTON

division of Benchmark Investments, LLC

 

The date of this prospectus is August 11, 2022.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

MARKET AND INDUSTRY DATA iii
PROSPECTUS SUMMARY 1
OUR COMPANY 1
RISK FACTORS 17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 44
ORGANIZATIONAL STRUCTURE 46
USE OF PROCEEDS 47
DIVIDEND POLICY 48
CAPITALIZATION 49
DILUTION 50
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA 51
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 54
BUSINESS 67
MANAGEMENT 73
EXECUTIVE COMPENSATION 78
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 80
PRINCIPAL STOCKHOLDERS 81
SELLING STOCKHOLDERS 82
DESCRIPTION OF SECURITIES 86
SHARES ELIGIBLE FOR FUTURE SALE 90
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK 92
UNDERWRITING 98
LEGAL MATTERS 102
EXPERTS 102
WHERE YOU CAN FIND MORE INFORMATION 102
INDEX TO FINANCIAL STATEMENTS F-1

 

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You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered or made available to you. We have not, the Selling Stockholders have not, and the underwriters have not, authorized anyone to provide you with additional or different information from that contained in this prospectus and any free writing prospectus we have authorized. We, the Selling Stockholders, and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

 

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. “Risk Factors” and “Special Note Regarding Forward-Looking Statements” contain additional information regarding these risks.

 

For investors outside the United States: We have not, the Selling Stockholders have not, and the underwriters have not, done anything that would permit this offering, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States. See “Underwriting.”

 

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DEALER PROSPECTUS DELIVERY OBLIGATION

 

Through and including September 5, 2022 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

 

MARKET AND INDUSTRY DATA

 

This prospectus contains estimates and information concerning our industry, including market position and the size and growth rates of the markets in which we participate, that are based on industry publications and reports and other information from our internal sources. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications and reports.

 

Certain information included in this prospectus concerning our industry and the markets we serve, including our market share, is also based on our good-faith estimates derived from management’s knowledge of the industry and other information currently available to us.

 

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

 

Reborn Coffee, our logo, and our other registered and common law trade names, trademarks and service marks are the property of the Company. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert their rights thereto.

 

BASIS OF PRESENTATION

 

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

 

In this prospectus, “Reborn Coffee, Inc.,” “Reborn Coffee” “Reborn,” “we,” “us,” “our,” “our company” and the “Company” refer to Reborn Coffee, Inc., together with its wholly owned subsidiaries Reborn Global and Reborn Coffee Franchise unless expressly indicated or the context otherwise requires. This prospectus includes certain historical combined and consolidated financial and other data for Reborn Coffee. Reborn Coffee is a holding company whose material assets are its equity interest in Reborn Global (as defined herein), which wholly owns Reborn Coffee Franchise (as defined herein). Reborn Coffee will operate and control all the business and affairs of Reborn Global and Reborn Coffee Franchise, and through Reborn Global and Reborn Coffee Franchise, conduct our business.

 

The terms “dollar” or “$” refer to U.S. dollars, the lawful currency of the United States. The Company’s fiscal year end is December 31. Our financial statements are prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”).

 

Unless indicated otherwise, the information included in this prospectus assumes the following:

 

  no exercise by the underwriters of their option to purchase additional shares (equal to 15% of the shares of common stock sold in the offering) from us solely to cover over-allotments;
     
  the consummation of our conversion of Class B shares to Class A shares and the amendment of our certificate of incorporation to eliminate the Class B share class and rename our Class A share class “common stock”; and

     
  our migration from Florida and reincorporation as a Delaware corporation.

 

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PROSPECTUS SUMMARY

 

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.

 

OUR COMPANY

 

Reborn Coffee is focused on serving high quality, specialty-roasted coffee at retail locations, kiosks and cafes. We are an innovative company that strives for constant improvement in the coffee experience through exploration of new technology and premier service, guided by traditional brewing techniques. We believe Reborn differentiates itself from other coffee roasters through its innovative techniques, including sourcing, washing, roasting, and brewing our coffee beans with a balance of precision and craft.

 

The source of coffee is pinnacle to specialty coffee. The coffee industry has gone through various phases including the first, second, third and fourth wave. In the first and second waves of coffee, the single-origin source and type of the coffee was not necessarily in the forefront during the sourcing process. As such, much of the coffee was a blend with various sources and a mix of Robusta and Arabica coffee beans. The third wave of coffee focused on a single-origin source and one variety of coffee bean (specifically Arabica beans). Single-origin beans can focus on specific countries and can also have hyper-focused on specific regions in the third wave of coffee, such as Coban in Guatemala. Arabica beans are considered premier due to the specific requirements for their growth and the high-quality flavor they produce. Arabica coffee is required to be grown in higher, cooler elevations.

 

Differentiated from other coffee companies, the Reborn Wash Process is the key to creating the clean flavor of our coffee. Our Wash Process is distinguished by the use of magnetized water to wash our green coffee beans when they arrive at the Reborn facility, in order to extract impurities and enhance hydration before the roasting process. Magnetizing water is a process that converts the particles of water, which can naturally appear in various sizes, into evenly sized particles. As a result of this process, we believe that the water increases its hydration and ability to absorb into organic material. Our water is created through a water magnetizing device in which water is flowed through the device and magnetizes the water on-site immediately prior to use.

 

After the wash, we roast our washed-green beans based on the profile of each single-origin. After the coffee beans are roasted, they are then packaged into various products such as whole bean coffee, pour over packs, and cold brew packs. Additionally, whole bean inventory is also supplied to retail locations, kiosk and cafes. A portion of the roasted coffee is also allotted to create our award-winning cold brew concentrate. Our cold brew production is created using a proprietary percolation technique, also using magnetized water at each step to enhance the flavor of the cold brew.

 

We continually innovate in the way we serve coffee. At our cafes, we serve customers our award-winning coffee through cold brew taps in addition to freshly ground coffee beans in espresso-made drinks. Other brew methods, such as an in-house pour over and drip coffee, are also available.

 

In 2015, Jay Kim, our Chief Executive Officer, founded Reborn Coffee. Mr. Kim and his team launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water. We serve customers through our retail store locations in California: Brea, La Crescenta, Glendale, Corona Del Mar, Arcadia, Laguna Woods, Riverside, San Francisco and Manhattan Beach, with Huntington Beach in development. Additionally, we expect to begin franchising in 2022 and expect to continue to develop additional retail locations as we expand outside of California.

 

We estimate that the average development cost of a company-owned retail location is approximately $150,000. Therefore, taking into account the proceeds from this offering and within a year from its completion, we expect to open up to 20 company-owned retail locations (using approximately $3,000,000 of the proceeds of this offering) and 20 franchise locations (all costs and expenses associated with a franchise store location development are borne by the franchisees). We acknowledge that we have not yet signed any franchise agreements and that such number of franchise locations is purely speculative. Reborn Coffee continues to elevate the high-end coffee experience. As evidence of our success, we received 1st place traditional still in “America’s Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles.

  

As of December 31, 2021, all of our 7 retail locations were company-owned. As of the day of this prospectus, we have opened 2 new company-owned retail locations and expect to open a third one, which is currently under development, by 2022 year-end. Our retail locations generated AUV (defined below) of approximately $445,000 and $316,000 in 2021 and 2020, respectively. “Average Unit Volumes” or “AUVs” consist of the average annual sales of all locations that have been open for the entirety of the fiscal year presented. AUVs are calculated by dividing (x) annual sales for the fiscal year presented for all such locations by (y) the total number of locations in that base. This measurement allows management to assess changes in consumer spending patterns at our locations and the overall performance of our location base.

 

In 2021, we generated approximately $2.3 million of revenue, $3.4 million of net loss, a net loss margin of -150.9%, and approximately -$2.4 million of Adjusted EBITDA, a non-GAAP financial measure, resulting in an Adjusted EBITDA margin, a non-GAAP financial measure, of -104.8%. In 2020, we generated approximately $793,000 of revenue, $1.1 million of net loss, a net loss margin of -134.8%, and approximately -$915,000 of Adjusted EBITDA, a non-GAAP financial measure, resulting in an Adjusted EBITDA margin, a non-GAAP financial measure, of -115.3%. In the three months ended March 31, 2022, we generated $753,000 of revenue.

 

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A reconciliation of net income to EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin is provided below:

 

   Years ended
December 31,
   Three months ended
March 31,
 
   2021   2020   2022   2021 
                 
Total net revenue, as reported  $2,280,072   $793,088   $753,150   $388,929 
Loss from operations, as reported  $(2,563,677)  $(1,056,456)  $(575,332)  $(322,088)
Operating margin   -112.4%   -133.2%   -76.4%   -82.8%
                     
Net loss, as reported  $(3,440,401)  $(1,068,766)  $(565,112)  $(327,479)
Interest, net   16,172    21,510    4,780    5,391 
Taxes   800    800    -    - 
Depreciation and amortization   174,696    121,905    49,134    36,129 
EBITDA   (3,248,733)   (924,551)   (511,198)   (285,959)
Other income   (7,631)   -    (15,000)   - 
Loss on extinguishment of debt   982,383    -    -    - 
PPP loan forgiveness   (115,000)   -    -    - 
Economy injury disaster loan (EIDL) grant income   -    (10,000)   -    - 
Adjusted EBITDA  $(2,388,981)  $(914,551)  $(526,198)  $(285,959)
Adjusted EBITDA margin   -104.8%   -115.3%   -69.9%   -73.5%

 

 

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The Experience, Reborn

 

As leading pioneers of the emerging “Fourth Wave” movement, Reborn Coffee is redefining specialty coffee as an experience that demands much more than premium quality. We consider ourselves leaders of the “fourth wave” coffee movement because we are constantly developing our bean processing methods, researching design concepts, and reinventing new ways of drinking coffee. For instance, the current transition from the K-Cup trend to the pour over drip concept allowed us to reinvent the way people consume coffee, by merging convenience and quality. We took the pour over drip concept and made it available and affordable to the public through our Reborn Coffee Pour Over Packs. Our Pour Over Packs allow our consumers to consume our specialty coffee outdoors and on-the-go.

 

Our success in innovating within the “fourth wave” coffee movement is measured by our success in B2B sales with our introduction of Reborn Coffee Pour Over Packs to hotels. With the introduction of our Pour Over Packs to major hotels (including one hotel company with 7 locations), our B2B sales increased as these companies recognized the convenience and functionality our Pour Over Packs serve to their customers.

 

Reborn Coffee’s continuous Research and Development is essential to developing new parameters in the production of new blends. Our 1st place position in “America’s Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles is a testament to the way we believe we lead the “fourth wave” movement by example.

 

Centered around our core values of service, trust, and well-being, Reborn Coffee delivers an appreciation of coffee as both a science and an art. We challenge traditional coffee preparation methods by focusing on the relationship between innovation, health, and flavor profile. Leading research studies, testing brewing equipment, and refining roasting/brewing methods to a specific, Reborn Coffee proactively distinguishes exceptional quality from good quality by starting at the foundation and paying attention to the details. Our mission places an equal emphasis on humanizing the coffee experience, delivering a fresh take on “farm-to-table” by sourcing internationally. In this way, Reborn Coffee creates opportunities to develop transparency by paying homage to origin stories and spark new conversations by building cross-cultural communities united by a passion for the finest coffee.

 

Through a broad product offering, Reborn Coffee provides customers with a wide variety of beverages and coffee options. As a result, we believe our versatility offers an experience that caters to customers’ needs ‒ whether they seek to consume our quality coffee in our inviting store atmospheres which are designed for comfort, on the go through our pour over packs, or at home with our whole bean ground coffee bags. We believe that the retail coffee market in the US is large and growing. According to IBIS, in 2021, the retail market for coffee in the United States is expected to be $46.2 billion. This is expected to grow due to a shift in consumer preferences to premium coffee, including specialized blends, espresso-based beverages, and cold brew options. Reborn aims to capture a growing portion of the market as we expand and increase consumer awareness of our brand.

 

Branding

 

Reborn Coffee focuses on two key features in our branding, including “Introducing the Fourth Wave” and “America’s Best Cold Brew.” These phrases encapsulate the quality of the Reborn Process of sourcing, washing, roasting, and brewing coffee and the quality of the product that we create.

 

The Reborn brand is essential to our marketing strategy, as it allows us to stand out compared to our competitors. Our products aim to make customers feel “reborn” after drinking a cup of coffee.

 

Our Menu and Products

 

We purchase and roast high-quality coffees that we sell, along with handcrafted coffee, tea and other beverages and a variety of high-quality food items. We believe in offering customers the same great taste and quality whether served in store or on the go. We also partner with third-party importers and exporters to purchase and import our green coffee beans. Through these relationships, we source high-quality coffee beans from across the globe, including Mexico, Ethiopia, Colombia, Guatemala, Brazil, and Honduras.

 

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Our Retail Locations

 

Reborn Coffee is built upon superior customer service, convenience and a modern experience as well as safe, clean and well-maintained stores that reflect the personalities of the communities in which they operate, thereby building a high degree of customer loyalty. Our strategy for expanding our retail business is to increase our category share in an aggressive manner, by opening additional stores in new and existing markets, as well as increasing sales in existing stores. Store growth in specific existing markets will vary due to many factors, including expected financial returns, the maturity of the market, economic conditions, consumer behavior and local business practices. Our retail locations, kiosks and cafes place a premium on customer convenience without sacrificing the personal experience. Our new retail locations are typically 800 to 1,500 square feet and are located in shopping plazas in upscale areas. We strategically position our new locations in areas where large-chain coffee locations have moved out, creating an opportunity for us to remodel a purpose-built coffee retail store. In this way, we are able to open quickly in high traffic areas with established local demand for coffee, ensuring a customer base we can convert into Reborn Coffee customers by offering a specialty coffee experience that wasn’t previously available. Our locations feature patios, contemporary design, and inviting atmospheres for socialization, study, and work. Our retail locations generated AUV of approximately $445,000 in 2021 and $316,000 in 2020. As we expand our retail footprint and improve customer awareness, we expect our AUV to grow.

 

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Franchise Operations

 

In December 2020, the Company formed Reborn Coffee Franchise, LLC in the State of California in order to begin franchising Reborn Coffee retail locations. The Company plans to charge franchisees a non-refundable franchise fee and certain marketing and royalty fees based on gross sales, however we presently have no contractual commitments or other agreements to do so. We expect to begin franchise sales in the latter part of 2022. We believe that our team’s prior experience building a large, global foodservice business will allow us to scale our anticipated franchise operations. In addition, we have formed a franchise council consisting of a team of franchise experts to advise us. We plan to expand beyond California to additional states to create a national and global presence.

 

Expanding Sales Channels

 

Today, we sell a variety of our coffee and tea products through the enterprise, or commercial, channel, which we refer to as “B2B”, as well as direct-to-consumer via our website. We expect to increase our channel presence by increasing the availability of Reborn Coffee in businesses and enterprises, and expand upon the partnerships we have in place with hotel operators to increase the use and brand awareness in hospitality. We also expect to grow our online sales through new partnerships with third-party retailers. Our products are available in various form factors, such as whole bean roasted coffee bags, single-serve drip bags, and pour over packs. We are exploring partnerships with grocery operators and foodservice providers to expand the Reborn Coffee brand.

 

Our Growth

 

We believe Reborn Coffee is in the early stages of rapid growth as we strategically expand our footprint in existing markets and enter new markets. In the future, Reborn Coffee plans to expand across the country with new retail locations to share the quality of our specialty coffee. Reborn Coffee aims to also engage in the sales of franchises in fiscal year 2022 to propel a new innovated wave in the coffee industry called “The Fourth Wave.” Reborn Coffee will continue to innovate in the coffee industry by making the industry more personal to our consumers and employees. This goal will be achieved through the continued innovation in our products, sourcing directly from farms, and giving customers choices in how their coffee is served to them. As Reborn Coffee expands, we hope to show the world that expanding in volume and size does not diminish the quality and personal element that is instilled in the coffee industry.

 

We believe our brand experience will enable our strong growth and financial performance, such as:

 

  Revenue grew from $0.8 million in 2020, to $2.3 million in 2021. Despite these increased revenues, the Company had a net loss of approximately $3.4 million and net cash used in operating activities of approximately $1.9 million for 2021 and had an accumulated deficit of $8.5 million at December 31, 2021. The Company continued to invest in expansion and growth but believes that gains in sales were hindered through 2020 and part of 2021 by the effects of governmental mandates and restrictions attributable to the COVID-19 pandemic including, without limitation, repressed customer flow through periods when malls and shopping centers were restricted or closed entirely and natural customer uncertainties regarding the status of COVID-19. The Company’s accumulated deficit, significant operating losses and cash used in operations raise substantial doubt about its ability to continue as a going concern but we believe that we are poised to reap the benefits of our continued investment and growth through new store openings and increased revenue now that the marketplace is experiencing fewer mandates and restrictions.
     
  We continue to accelerate the pace of new “company-owned” (i.e., directly owned by Reborn) stores openings. We estimate that the average development cost of a company-owned retail location is approximately $150,000.  Therefore, taking into account the proceeds from this offering and within a year from its completion, we expect to open up to 20 company-owned retail locations (using approximately $3,000,000 of the proceeds of this offering) and 20 franchise locations (all costs and expenses associated with a franchise store location development are borne by the franchisees).  We acknowledge that we have not yet signed any franchise agreements and that such number of franchise locations is purely speculative.  Even if we do not consummate this offering, we intend to open 10 new company-owned retail locations by the end of the second quarter of 2023 by raising the requisite funds (i.e., approximately $1,500,000) through private or public offerings, or a combination of both.  While the Company is attempting to expand operations and increase revenues, the Company’s current cash position may not be significant enough to support the Company’s daily operations. Although management intends to raise additional funds by way of public or private offerings to fund continued expansion plans, there is no guarantee that it will be successful in doing so.

 

Specialty Beverages with a Focus on Innovation

 

Since our founding, we have focused on delivering:

 

  Quality. Reborn Coffee sources the highest quality whole beans globally. We meet with coffee farmers, test coffee bean samples, and roast the beans in our headquarters in Southern California.
     
  Service. Reborn Coffee provides the highest quality service to our customers. We pride ourselves on training our baristas and improving their knowledge of the art of coffee, which in turn allows us to deliver outstanding products and service to our customers.
     
  Innovation. Reborn Coffee is a leader in the “Fourth Wave” premium coffee movement. We introduced our premium pour over pack coffee in 2017 and continue to innovate, recently introducing our unique cold brew system into our retail stores.

  

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Experienced Leadership Team

 

Our relentless commitment to excellence is driven by our passionate management team under the leadership of Founder and Chief Executive Officer Jay Kim. Jay launched Reborn Coffee with the vision to provide the best coffee using the purest ingredients. Jay is focused on the expansion of Reborn and he has surrounded himself with leaders with direct experience in beverage and retail. Stephan Kim, our Chief Financial Officer, has almost 20 years of experience in professional accounting and tax consulting services. Other members of our executive leadership team bring high growth, franchise and sector expertise.

 

Our Commitment to Team

 

Reborn Coffee believes in mentoring the developing the next generation of premium coffee baristas. Through our in-depth training, we aim to train dedicated employees who understand the science and art behind every cup of coffee. We also expect to form a training school specializing in creating passionate baristas and coffee connoisseurs, by educating its students about coffee processes and preparation methods. The efforts for the training school are underway and we expect to launch the program in 2022.

 

  

Our Highly Engaged Customers

 

Reborn Coffee customers are loyal to our brand due to our intense focus on premium coffee and customer service.

 

Community engagement is another essential element of Reborn Coffee’s in-person marketing strategy. Reborn hosts on-site engagements, such as event sponsorships, and engages with local Chambers of Commerce. Previously, we have worked with Lululemon to host yoga sessions outside of our retail locations, creatively engaging the community while simultaneously promoting Reborn as an active lifestyle. We have also hosted pop-up locations on the Facebook campus, further expanding our outreach and introducing our brand name to different communities. We further engage with the community by organizing our own latte art competitions, in which baristas can compete for prizes and customers in the audience can witness the competitive passion Reborn Coffee encompasses.

 

 

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Digital Channels

 

Reborn Coffee focuses on many digital channels in its marketing strategy. Social media is an important leg that creates engagement and education of Reborn Coffee’s brand. Customers primarily engage the brand on Instagram, where we host giveaways, share new store openings, and promote seasonal menus. Through our unique, modern aesthetic and intense focus on high-quality coffee, we are able to share the quality and essence of Reborn Coffee on display inside of our retail locations with existing and future customers on social media platforms.

 

For both the in-store café channel and the e-commerce channel, SMS & email marketing are used for reengagement and communication of new products and offerings.

 

Digital advertising channels are also used, primarily to engage the online market audience. Google and Facebook are the primary paid ad channels that we currently utilize. Yelp advertising is also used to engage local customers and tourists who visit specific areas where Reborn Coffee retail locations are located.

 

In-Person Marketing Engagement

 

Engaging customers in-store with a marketing plan is essential for customer retention and new customer generation. Reborn Coffee’s customer loyalty program provides free drinks for every 10 drinks purchased. Additionally, store customers may participate in promotional deals, especially during the holidays and new item releases, to try new innovative items created in-house. We also offer coffee samples of our pour over packs as well as new beans to our retail location customers. The distribution of coffee samples has expanded customers’ knowledge of our products and, led to increased contributing to whole bean sales.

 

Reborn Coffee locations are located in heavily trafficked areas as well as popular malls. As such, the potential for marketing and branding is very high in these locations. Signage and promotional deals with giveaways are essential to attracting new customers.

 

OUR GROWTH STRATEGIES

 

Corporate and Franchise Expansion

 

Reborn Coffee plans to expand across the United States with company-owned retail locations and franchise locations (of which, as of the date of this prospectus, we have none) to share the quality of specialty coffee. Reborn Coffee aims to accelerate our growth through our franchise program. Reborn Coffee will continue to innovate in the coffee industry by making the industry more personal to the consumers, prospective franchisees, and employees. This goal will be achieved through the continued innovation in our products, sourcing directly from farms, and giving customers choices in how their coffee is served to them. As Reborn expands, we hope to show the world that expanding in volume and size does not diminish the quality and personal element that is instilled in the coffee industry.

 

We have started to scale our logistics and supply chain to provide support for what we believe will lead to our rapid growth. We have increased roasting capacity and our paper goods supplies, including an emphasis on eco-friendly products.

 

B2B Strategy

 

Reborn Coffee products are unique given their potential to engage with business partners for large wholesale orders. Currently, Reborn Coffee builds strong relationships with hotel management companies within California and out-of-state. We currently work with several hotels, providing pour over packs and cold brew packs to cater to their customer needs. Reborn Coffee plans to continue growing its B2B marketing and sales strategy through active outreach and advertising to potential partners. We believe that access to large scale distribution channels such as hotels increases consumer awareness of our brand while providing us access to large enterprise customers. Gift giving comprises a large percentage of winter B2B sales at Reborn Coffee. During the holidays, Reborn Coffee’s B2B marketing strategy focuses on targeting companies, and specific teams within companies, that are seeking to provide end of the year gifts to their clients and customers. Reborn Coffee provides customized gift sets to each customer’s needs. Word-of-mouth marketing has grown our B2B holiday gift giving accounts greatly, forging opportunities to have worked with companies like Google to provide gift sets for their clients. Reborn Coffee plans to expand not only by growing its retail location footprint, but also through the development of more hotel partnerships, expansion into grocery stores and markets, expansion of our e-commerce and wholesale business.

 

Reborn Coffee believes the grocery market is another major channel through which we expect to access. Through both bulk sales of roasted beans and in-store kiosks, as well sales of pre-packaged products, Reborn Coffee plans to access customers who purchase both in volume and for those customers looking for a handcrafted beverage during their in-store shopping experience. We are exploring discussions with a variety of retailers and in an effort to access grocery market channels, we have been selective in choosing which markets to align with Reborn Coffee’s branding and vision. We have met with a broker and executive from a national grocery chain with stores in California, whereby we discussed a potential opportunity to open a Reborn Coffee booth inside the grocery store and to supply Reborn Coffee products to be sold on the shelves. Although we currently do not have any agreements with any such stores, we believe that we are making progress towards accessing these additional sales channels as early as 2022.

 

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Summary Risk Factors

 

Investing in our common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as further described below. The occurrence of any such risks could adversely affect our business, financial condition, results of operations and prospects. The principal factors and uncertainties that make investing in our common stock speculative or risky include, among others:

 

  Evolving consumer preferences and tastes may adversely affect our business.
     
  Our financial condition and quarterly results of operations are subject to, and may be adversely affected by, a number of factors, many of which are also largely outside our control and as such our results may fluctuate significantly and may not fully reflect the underlying performance of our business.
     
  We have a history of operating losses and negative cash flow and we anticipate that we will need to raise additional funds to finance operations.
     
  We may not be able to compete successfully with other coffee locations, QSRs and convenience locations, including the growing number of coffee delivery options. Intense competition in the foodservice and restaurant industry could make it more difficult to expand our business and could also have a negative impact on our operating results if customers favor our competitors or we are forced to change our pricing and other marketing strategies.
     
  Our failure to manage our growth effectively could harm our business and operating results.
     
  Our inability to identify, recruit and retain qualified individuals for our locations could slow our growth and adversely impact our ability to operate.
     
  Our locations are geographically concentrated in California, and we could be negatively affected by conditions specific to that region.
     
  Material interruption of our supply chain of coffee or other ingredients, coffee machines and other restaurant equipment or packaging could affect our ability to produce or deliver our products and could negatively impact our business and profitability.
     
  Increases in the cost of high-quality coffee beans or other commodities or decreases in the availability of high-quality coffee beans or other commodities could have an adverse impact on our business and financial results.
     
  We are increasingly dependent on information technology and our ability to process data in order to operate and sell our goods and services, and if we (or our vendors) are unable to protect against software and hardware vulnerabilities, service interruptions, data corruption, cyber-based attacks, ransomware or security breaches, or if we fail to comply with our commitments and assurances regarding the privacy and security of such data, our operations could be disrupted, our ability to provide our goods and services could be interrupted, our reputation may be harmed and we may be exposed to liability and loss of customers and business.
     
  Pandemics or disease outbreaks such as COVID-19, especially governmental mandates and restrictions attributable thereto have had, and may continue to have, an effect on our business and results of operations.
     
  Our success depends substantially on the value of our brands and failure to preserve their value could have a negative impact on our financial results.

  

  Food safety and quality concerns may negatively impact our brand, business and profitability, our internal operational controls and standards may not always be met and our employees may not always act professionally, responsibly and in our and our customers’ best interests. Any possible instances or reports, whether true or not, of food and/or beverage-borne illness could reduce our sales.
     
  Changes in the availability of and the cost of labor could harm our business.
     
  Our culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the high employee engagement fostered by our culture, which could harm our business.
     
  Our growth strategy depends in part on opening new retail locations in existing and new markets. We may be unsuccessful in opening new retail locations or establishing new markets, which could adversely affect our growth.
     
 

Our operating results and growth strategies will be closely tied to the success of any franchise partners we may have business relationships within the future (as of the date of this prospectus, we have none) and we have limited control with respect to their operations. Additionally, any such franchise partners’ interests may conflict or diverge with our interests in the future, which could have a negative impact on our business.

  

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Organizational Structure

 

In anticipation of this offering, Reborn converted all Class B common stock to Class A common stock and, following such conversion, amended and restated its articles of incorporation to eliminate our Class B class of common stock (thereby eliminating our multi-class structure) and renamed our Class A common stock to “common stock.” On July 27, 2022, we migrated our Company from Florida to Delaware, and filed a certificate of incorporation with the Secretary of State of the State of Delaware having the same capitalization structure as our Florida predecessor entity.

 

Corporate Information

 

Our principal executive offices are located at 580 N. Berry Street, Brea, CA 92821. Our telephone number is (714) 784-6369. Our website address is www.reborncoffee.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

 

Implications of Being an Emerging Growth Company

 

We are an “emerging growth company” as defined in the JOBS Act. For as long as we are an emerging growth company, unlike other public companies that do not meet those qualifications, we are not required to:

 

  provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;
     
  provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition and results of operations in a registration statement on Form S-1;
     
  comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
     
  provide certain disclosure regarding executive compensation required of larger public companies or hold shareholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act; or
     
  obtain shareholder approval of any golden parachute payments not previously approved.

  

We will cease to be an “emerging growth company” upon the earliest of: 

 

  the last day of the fiscal year in which we have $1.07 billion or more in annual gross revenues;
     
  the date on which we become a “large accelerated filer” (which means the year-end at which the total market value of our common equity securities held by non-affiliates is $700 million or more as of the last business day of our most recently completed second fiscal quarter);
     
  the date on which we have issued more than $1 billion of non-convertible debt securities over a three-year period; and
     
  the last day of the fiscal year following the fifth anniversary of our initial public offering (December 31, 2022).

 

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards.

 

See “Risk Factors-Risks Related to Our Organizational Structure, this Offering and Ownership of Our Securities.” We are an “emerging growth company,” and we intend to comply only with reduced disclosure requirements applicable to emerging growth companies. As a result, our securities could be less attractive to investors.

 

13

 

 

THE OFFERING

 

Issuer   Reborn Coffee, Inc.
     
Common Stock offered by us  

1,440,000 shares of common stock (or 1,656,000 shares of common stock, if the underwriters exercise in full their option to purchase additional shares of common stock),

Common Stock offered by the Selling Stockholders  

 

Up to a maximum of 1,824,246 shares. See “Selling Stockholders” for a description of how we calculate the number of shares offered by the Selling Stockholders.
     
Common stock outstanding before the offering   11,679,945 shares. 
     
Common stock outstanding after the offering   13,119,945 shares.
     
Over-allotment option   We have granted to the underwriters a 45-day option to purchase from us up to an additional 15% of the shares of common stock sold in the offering, solely to cover over-allotments, if any, at the public offering price, less the underwriting discounts.
     
Representative’s warrants   We have agreed to issue to the representative of the several underwriters warrants to purchase the number of shares of common stock in the aggregate equal to 5% of the shares of common stock to be issued and sold in this offering (including any shares of common stock sold upon exercise of the over-allotment option). The warrants are exercisable for a price per share equal to 125% of the public offering price. The warrants are exercisable at any time and from time to time, in whole or in part, during the four-and-a-half-year period commencing six (6) months from the date of commencement of sales of the offering.
     
Use of proceeds     The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock and facilitate our future access to the capital markets. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we receive from this offering. However, we currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures, opening new company-owned retail locations, as well as developing our franchise program. We may also use a portion of the net proceeds we receive from this offering to acquire complementary businesses, products, services, or technologies. However, we do not have agreements or commitments to enter into any acquisitions at this time. We will have broad discretion over how to use the net proceeds we receive from this offering. We will not receive any proceeds from the sale of the Selling Stockholder Shares by the Selling Stockholders, if any.
     
    See “Use of Proceeds.”

  

Voting rights   Each share of our common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. See “Description of Securities.”
     

Lock-up

  We have agreed with the underwriters for a period of 12 months after the closing of this offering and our directors, officers and certain stockholders have agreed for a period of 6 months after the closing of this offering, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our common stock or securities convertible into or exercisable or exchangeable for our common stock. See “Underwriting” for more information.
     

Dividend policy

  We have never paid cash dividends on our common stock. Payment of dividends will be within the sole discretion of our board of directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition. See “Dividend Policy.”
     

Risk factors 

  Investing in our common stock involves a high degree of risk. See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our common stock.
     
Material U.S. federal income tax consequences to non-U.S. holders of our common stock   For a discussion of material U.S. federal income tax consequences that may be relevant to non-U.S. stockholders, see “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of our Common Stock.”
     

Nasdaq Capital Market symbol

 

“REBN”

 

In this prospectus, unless otherwise indicated, the number of shares of common stock outstanding and the other information based thereon reflects shares of common stock as of August 11, 2022.

 

Except as otherwise indicated, the number of common stock to be outstanding after this offering referred to above and all other information in this prospectus assumes no exercise by the underwriters of their over-allotment option to purchase up to additional shares of common stock from us at a public offering price of $5.00 per share and excludes shares of common stock issuable upon the exercise of the representative’s warrants.

 

If we issue and sell a number of shares of common stock in excess of the number of shares set forth on the cover page of this prospectus, we expect to use the additional net proceeds to increase our capitalization and financial flexibility, create a public market for our common stock and facilitate our future access to the capital markets.

  

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

 

The following tables present the summary historical consolidated financial data for Reborn Coffee, Inc. and its subsidiaries for the periods and at the dates indicated. The summary historical consolidated statements of income data and summary historical consolidated statements of cash flows data presented below for the years ended December 31, 2021 and 2020 and the three months ended March 31, 2022 and 2021, and the summary historical consolidated balance sheet data presented below as of December 31, 2021 and 2020 and as of March 31, 2022 and 2021 have been derived from the historical consolidated financial statements of Reborn Coffee included elsewhere in this prospectus.

 

Historical results are not necessarily indicative of the results expected for any future period. You should read the summary historical consolidated financial data below, together with our audited consolidated financial statements and related notes thereto, and the audited consolidated financial statements of Reborn Coffee, Inc. and related notes thereto, each included elsewhere in this prospectus, as well as “Organizational Structure,” “Selected Historical Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other information appearing elsewhere in this prospectus.

 

   Year Ended
December 31,
   Three Months Ended
March 31,
 
   2021   2020   2022   2021 
Net revenues:                
Stores  $2,204,201   $759,644   $735,996   $375,961 
Wholesale and online   75,871    33,444    17,154    12,968 
Total net revenues   2,280,072    793,088    753,150    388,929 
Operating costs and expenses:                    
Product, food and drink costs—stores   821,713    321,244    284,954    134,696 
Labor expenses   1,550,041    636,832    534,496    238,168 
Occupancy expenses—stores   552,069    256,016    176,184    91,905 
Utilities costs   69,674    29,612    19,870    15,953 
Cost of sales—wholesale and online   33,231    14,650    7,513    5,680 
Rent—corporate   97,824    97,824    24,949    24,456 
General and administrative   1,544,501    371,461    231,382    164,030 
Depreciation   174,696    121,905    49,134    36,129 
Total operating costs and expenses   4,843,749    1,849,544    1,328,482    711,017 
Loss from operations   (2,563,677)   (1,056,456)   (575,332)   (322,088)
Other income (expense):                    
Other income   7,631    -    15,000    - 
Economy injury disaster loan (EIDL) grant income   -    10,000    -    - 
Paycheck protection program (PPP) loan forgiven income   115,000    -    -    - 
Interest expense   (16,172)   (21,510)   (4,780)   (5,391)
Loss of extinguishment of debt   (982,383)   -    -    - 
Total other expense   (875,924)   (11,510)   10,220    (5,391)
Loss before income taxes   (3,439,601)   (1,067,966)   (565,112)   (327,479)
Provision for income taxes   800    800    -    - 
Net loss  $(3,440,401)  $(1,068,766)  $(565,112)  $(327,479)

Provision for income taxes

   -    

(206,147

)   -    - 
Net loss  $

(3,440,401

)  $

(1,274,913

)  $

(565,112

)  $

(327,479

)
                     
Earnings (loss) per share:                    
Basic and diluted  $(0.32)  $(0.19)  $(0.05)  $(0.03)
                     
Weighted average number of common shares outstanding:                    
Basic and diluted   

10,889,791

    

6,889,510

    11,634,523    

10,547,204

 

 

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   As of
December 31,
   As of
March 31,
 
   2021   2020   2022 
             
Cash and cash equivalents  $905,051   $128,568   $183,191 
Total assets  $4,763,529   $1,975,961   $4,595,375 
Total liabilities  $3,565,234   $2,728,357   $3,962,192 
Total stockholders' equity (deficit)  $1,198,295   $(752,396)  $633,183 

 

   Years ended
December 31,
   Three months ended
March 31,
 
   2021   2020   2022   2021 
Key Financial and Operational Metrics:                
Locations at the end of period   7    3    3    2 
Average unit volumes(1)  $445,333   $316,493    N/A    N/A 
Comparable location sales growth(2)   40.7%   27.1%   64.5%   107.2%
EBITDA(3)   (3,248,733)   (924,551)   (511,198)   (285,959)
Adjusted EBITDA(3)   (2,388,981)   (914,551)   (526,198)   (285,959)
as a percentage of sales   -104.8%   -115.3%   -69.9%   -82.8%
Operating income   (2,563,677)   (1,056,456)   (575,332)   (322,088)
Operating profit margin   -112.4%   -133.2%   -76.4%   -82.8%
Shop-level Contribution(3)   86,818    (125,602)   15,215    29,558 
Shop-level Contribution margin(3)   3.8%   -15.8%   2.0%   7.6%

 

(1) Average Unit Volumes (AUVs) consist of the average annual sales of all locations that have been open for the entirety of the fiscal year presented. AUVs are calculated by dividing (x) annual sales for the fiscal year presented for all such locations by (y) the total number of locations in that base. Since AUVs are calculated based on annual sales for the fiscal year presented, they are not shown on an interim basis for the three-months ended March 31, 2021 and 2022. See “Additional Financial Measures and Other Data” for the definition of AUVs.
   
(2) Comparable location sales growth represents the change in year-over-year sales for locations open for at least 3 months prior to the start of the accounting period presented, including those temporarily closed for renovations during the year.
   
(3) EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. We are presenting EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin because we believe that they provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. Additionally, we present Shop-level Contribution because it excludes the impact of general and administrative expenses which are not incurred at the shop-level. We also use Shop-level Contribution to measure operating performance and returns from opening new locations.

  

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RISK FACTORS

 

Investing in our common stock, which we refer to in this prospectus as our “securities,” involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our common stock. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also impair our business, financial condition, results of operations, and growth prospects.

 

Risks Related to Our Business

 

Evolving consumer preferences and tastes may adversely affect our business.

 

Reborn Coffee’s continued success depends on our ability to attract and retain customers. Our financial results could be adversely affected by a shift in consumer spending away from Reborn Coffee’s beverages, lack of customer acceptance of new products (including due to price increases necessary to cover the costs of new beverages or higher input costs), brand perception (such as the existence or expansion of our competitors), or customers reducing their demand for our current offerings as new beverages are introduced. In addition, most of our beverages contain caffeine, the health effects of which are the subject of public and regulatory scrutiny, including the suggestion of linkages to a variety of adverse health effects. There is increasing consumer awareness of health risks that are attributed to ingredients we use, particularly in the United States, including increased blood pressure and heart rate, anxiety and insomnia, as well as increased consumer litigation based on alleged adverse health impacts of consumption of various food and beverage products. A decrease in customer traffic as a result of these health concerns or negative publicity could significantly reduce the demand for Reborn Coffee’s specialty coffee and could harm our business.

 

Our financial condition and quarterly results of operations are subject to, and may be adversely affected by, a number of factors, many of which are also largely outside our control and as such our results may fluctuate significantly and may not fully reflect the underlying performance of our business.

 

Our quarterly results of operations and key metrics may vary significantly in the future as they have in the past, and period-to-period comparisons of our results of operations and key metrics may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly results of operations and key metrics may fluctuate as a result of a variety of factors, many of which are outside of our control, and as a result, may not fully reflect the underlying performance of our business. Fluctuations in quarterly results may negatively impact the value of our securities. Factors that may cause fluctuations in our quarterly results of operations and key metrics include, without limitation, those listed elsewhere in this Risk Factors section and those listed below. Any one or more of the factors listed below or described elsewhere in this section could harm our business:

 

  increases in real estate or labor costs in certain markets;
     
  consumer preferences, including those described above;
     
  severe weather or other natural or man-made disasters affecting a large market or several closely located markets that may temporarily but significantly affect our business in such markets;
     
  especially in our large markets, labor discord or disruption, geopolitical events, social unrest, war, terrorism, political instability, acts of public violence, boycotts, hostilities and social unrest and other health pandemics that lead to avoidance of public places or cause people to stay at home; and
     
  adverse outcomes of litigation.

 

We have a history of operating losses and negative cash flow and we anticipate that we will need to raise additional funds to finance operations.

 

We have a history of operating losses and negative cash flow. We have incurred recurring net losses, including net losses from operations before income taxes of $565,000 for the three-month period ended March 31, 2022 and $3.4 million and $1.1 million in 2021 and 2020, respectively. We used $486,000 of cash for operating activities during the three-month period ended March 31, 2022 and used $1.9 million and $0.9 million of cash for operating activities during 2021 and 2020, respectively.

 

To support our existing and planned business model, we will need to raise additional capital to fund our future operations. Our cash needs will depend on numerous factors, including our revenues, completion of our product development activities, customer and market acceptance of our product, and our ability to reduce and control costs. We expect to devote substantial capital resources to, among other things, fund operations and continue development plans. If we are unable to secure such additional financing, it will have a material adverse effect on our business and we may have to limit operations. If additional funds are raised through the issuance of equity securities or convertible debt securities, it will be dilutive to our stockholders and could result in a decrease in our stock price.

 

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We have funded our operations primarily with proceeds from private offerings of our common stock and secured and unsecured debt instruments. Our history of operating losses and cash uses, our projections of the level of cash that will be required for our operations to reach profitability, the terms of the private placement transactions that we completed in the past, and any restricted availability of credit, may impair our ability to raise capital on terms that we consider reasonable and at the levels that we will require over the coming months. We cannot provide any assurances that we will be able to secure additional funding from public or private offerings on terms acceptable to us, if at all. If we are unable to obtain the requisite amount of financing needed to fund our planned operations, it would have a material adverse effect on our business and ability to continue as a going concern.

 

Our marketing programs may not be successful, and our new menu items and advertising campaigns may not generate increased sales or profits.

 

We incur costs and expend other resources in our marketing efforts on new menu items and advertising campaigns to raise brand awareness and attract and retain customers. These initiatives may not be successful, resulting in expenses incurred without the benefit of higher revenue. Additionally, some of our competitors have greater financial resources than we do, which enable them to spend significantly more on marketing and advertising and other initiatives than we can. Should our competitors increase spending on marketing and advertising and other initiatives or our marketing funds decrease for any reason, or should our advertising, promotions and new menu items be less effective than our competitors, there could be an adverse effect on our results of operations and financial condition.

 

We may not be able to compete successfully with other specialty coffee locations, including the growing number of coffee delivery options. Intense competition could make it more difficult to expand our business and could also have a negative impact on our operating results if customers favor our competitors or we are forced to change our pricing and other marketing strategies.

 

We expect competition in our market to continue to be intense as we compete on a variety of fronts, including convenience, taste, price, quality, service and location. If our company-owned and any franchised locations that may open in the future (and as of the date of this prospectus, we have none) cannot compete successfully with other beverage and coffee locations, other specialty coffee locations, and the growing number of coffee delivery options in new and existing markets, we could lose customers and our revenue could decline. Our company-owned retail locations (and any franchise locations that may open in the future) compete with national, regional and local coffee chains for customers, locations and qualified management and other staff. Compared to us, some of our competitors have substantially greater financial and other resources, have been in business longer, have greater brand recognition or are better established in the markets where our locations are located or are planned to be located. In some markets that we may grow into, there are already well-funded competitors in the coffee or beverage business that may challenge our ability to grow into those regions. Any of these competitive factors may harm our business.

 

Additionally, if our competitors begin to evolve their business strategies and adopt aspects of the Reborn Coffee business model, our customers may be drawn to those competitors for their beverage needs and our business could be harmed.

 

We have incurred operating losses and may not be profitable in the future. Our plans to maintain and increase liquidity may not be successful. The report of the Company’s independent registered public accounting firm includes a going concern uncertainty explanatory paragraph.

 

The Company's auditors have issued a going concern opinion that the Company may not be able to continue without generating sufficient cash to fund its operations. The accompanying audited consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. The Company had an accumulated deficit of $8,476,904 at December 31, 2021, and had a net loss of $3,440,401 for the year ended December 31, 2021 and net cash used in operating activities of $1,949,820 for the year ended December 31, 2021. The Company’s accumulated deficit, significant operating losses and cash used in operations raise substantial doubt about its ability to continue as a going concern. The Company’s auditor has also included a going concern paragraph in its audit report for the fiscal year ended December 31, 2021 which states that the auditor determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows, and that the Company’s accumulated deficit, significant operating losses and cash used in operations raise substantial doubt about its ability to continue as a going concern.

 

As of the date of this prospectus, the Company has not experienced any difficulty in raising funds through loans, and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due. Successful renewal of our loans, however, is subject to numerous risks and uncertainties. In addition, the increasingly competitive industry conditions under which we operate may negatively impacted our results of operations and cash flows. Additional equity financing is anticipated to take the form of one or more private placements to accredited investors under exemptions from the registration requirements of the Securities Act of 1933 or a subsequent public offering. However, there are no current agreements or understandings with regard to the form, time or amount of such financing and there is no assurance that any of this financing can be obtained or that the Company can continue as a going concern. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital and no assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These factors raise substantial doubt about our ability to continue as a going concern.

 

Our growth strategy depends in part on opening new locations in existing and new markets. We may be unsuccessful in opening new locations or establishing new markets, which could adversely affect our growth.

 

As of December 31, 2021, Reborn had 7 company-owned locations. One of the key means to achieving our growth strategy will be through opening new locations and operating those locations on a profitable basis. We opened 3 new company-owned retail locations in 2020 and 4 new company-owned retail locations in 2021. Our ability to open new locations is dependent upon a number of factors, many of which are beyond our control, including our ability to:

 

  identify available and suitable sites;

 

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  compete for such sites;
     
  reach acceptable agreements regarding the lease of locations;
     
  obtain or have available the financing required to acquire and operate a location, including construction and opening costs, which includes access to build-to-suit leases and ground lease construction or renovation arrangements;
     
  respond to unforeseen engineering or environmental problems with leased premises;

 

  avoid the impact of inclement weather, natural disasters and other calamities;

 

  hire, train and retain the skilled management and other employees necessary to meet staffing needs;
     
  obtain, in a timely manner and for an acceptable cost, required licenses, permits and regulatory approvals and respond effectively to any changes in local, state or federal law and regulations that adversely affect our costs or ability to open new locations; and
     
  control construction and equipment cost increases for new locations and secure the services of qualified contractors and subcontractors in an increasingly competitive environment.

 

There is no guarantee that a sufficient number of suitable sites for new locations will be available in desirable areas or on terms that are acceptable to us in order to achieve our growth plan. If we are unable to open new locations, or if location openings are significantly delayed, our revenue or earnings growth could be adversely affected and our business may be harmed.

 

As part of our longer term growth strategy, we expect to enter into geographic markets in which we have little or no prior operating experience. The challenges of entering new markets include: adapting to local regulations or restrictions that may limit our ability to open new locations, restrict the use of certain branding or increase the cost of development; difficulties in hiring experienced personnel; unfamiliarity with local real estate markets and demographics; consumer unfamiliarity with our brand; and different competitive and economic conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than in our existing markets. Consumer recognition of our brand has been important in the success of our locations in our existing markets, and we will need to build this recognition in new markets. Locations we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy and operating costs than existing locations, thereby affecting our overall profitability. Any failure on our part to recognize or respond to these challenges may adversely affect the success of any new locations.

 

Due to brand recognition and logistical synergies, as part of our growth strategy, we also intend to open new locations in areas where we have existing locations. The operating results and comparable location sales could be adversely affected due to close proximity with our other locations and market saturation.

 

New locations, once opened, may not be profitable or may close, and the increases in average per location revenue and comparable sales that we have experienced in the past may not be indicative of future results.

 

Our results have been, and in the future may continue to be, significantly impacted by the timing of new location openings, which is subject to a number of factors, many of which are outside of our control, including landlord delays, associated pre-opening costs and operating inefficiencies, as well as changes in our geographic concentration due to the opening of new locations. We have typically incurred the most significant portion of pre-opening expenses associated with a given location within the three months preceding the opening of the location. Our experience has been that labor and operating costs associated with a newly opened location for the first several months of operation are materially greater than what can be expected after that time, both in aggregate dollars and as a percentage of sales. Our new locations commonly take three to five months to reach planned operating levels due to inefficiencies typically associated with new locations, including the training of new personnel, new market learning curves, inability to hire sufficient qualified staff, and other factors. We may incur additional costs in new markets, particularly for transportation and distribution, which may impact sales and the profitability of those locations. Accordingly, the volume and timing of new location openings may have a material adverse impact on our profitability.

 

Although we target specified operating and financial metrics, new locations may never meet these targets or may take longer than anticipated to do so. Any new location we open may never become profitable or achieve operating results similar to those of our existing locations, which could adversely affect our business, financial condition or results of operations.

 

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Some of Reborn Coffee’s retail locations open with an initial start-up period of higher than normal sales volumes and related costs, which subsequently decrease to stabilized levels. In new markets, the length of time before average sales for new locations stabilize is less predictable and can be longer as a result of our limited knowledge of these markets and consumers’ limited awareness of our brand. Our ability to operate new locations profitably and increase average location revenue and comparable location sales will depend on many factors, some of which are beyond our control, including:

 

  consumer awareness and understanding of the Reborn brand;
     
  general economic conditions, which can affect location traffic, local labor costs and prices we pay for the beverage and other supplies we use;
     
  consumption patterns and beverage preferences that differ from region to region;
     
  changes in consumer preferences and discretionary spending;
     
  difficulties obtaining or maintaining adequate relationships with distributors or suppliers in new markets;
     
  increases in prices for commodities, including coffee, and milk;
     
  inefficiency in our labor costs as the staff gains experience;
     
  competition, either from our competitors in the beverage industry or our own locations;
     
  temporary and permanent site characteristics of new locations;
     
  changes in government regulation; and
     
  other unanticipated increases in costs, any of which could give rise to delays or cost overruns.

 

If our new locations do not perform as planned or close, our business and future prospects could be harmed. In addition, an inability to achieve our expected average location revenue could harm our business.

 

Additionally, opening new locations in existing markets may negatively impact sales. The consumer target area of our locations varies by location, depending on a number of factors, including population density, other local retail and business attractions, area demographics and geography. As a result, the opening of a new location in or near markets in which we already have locations could adversely impact sales at these existing locations while growing overall sales in a region. Existing locations could also make it more difficult to build our consumer base for a new location in the same market. Sales transfer between our locations may become significant in the future as we continue to expand our operations and could affect our sales growth, which could, in turn, harm our business.

 

As we expand, we may not be able to maintain our current average location and our business may be harmed. Although we have specific target operating and financial metrics, new locations may not meet these targets or may take longer than anticipated to do so. Any new Reborn Coffee location we open may not be profitable or achieve operating results similar to those of our existing locations, which could adversely affect our business, financial condition or results of operations.

  

Our failure to manage our growth effectively could harm our business and operating results.

 

We have experienced increased demand for our products. The growth and expansion of our business and products may place a significant strain on our management, operational and financial resources. As we expand our business, it is important that we continue to maintain a high level of customer service and satisfaction which may place a significant strain on our management, sales and marketing, administrative, financial, and other resources. We may not be able to respond in a timely basis to all the changing demands that our planned expansion will impose on management and on our existing infrastructure, or be able to hire or retain the necessary management and baristas, which could harm our business. Further, if we are not able to continue to provide high quality customer service as a result of these demands, our reputation, as well as our business, including a decline in financial performance, could be harmed. If we experience a decline in financial performance, we may decrease the number of or discontinue new Reborn Coffee location openings, or we may decide to close locations that we are unable to operate in a profitable manner.

 

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We are required to manage multiple relationships with various strategic partners, customers, and other third parties. In the event of further growth of our operations or in the number of our third-party relationships, our existing management systems, financial and management controls and information systems may not be adequate to support our planned expansion and we may face challenges of integrating, developing, training, and motivating a rapidly growing employee base in our various locations and maintaining our company culture across multiple company-owned retail locations. Our ability to manage our growth effectively will require us to continue to enhance our systems, procedures and controls and to locate, hire, train and retain management and staff, particularly in new markets which may require significant capital expenditures.

 

Damage to our brand or reputation and negative publicity could negatively impact our business, financial condition and results of operations.

 

Our reputation and the quality of our Reborn Coffee brand are critical to our business and success in existing markets and will be critical to our success as we enter new markets. We believe that we have built our reputation on the high quality of our coffee and service, our commitment to our customers and our strong employee culture, and we must protect and grow the value of our brand in order for us to continue to be successful. Any incident that erodes consumer loyalty for our brand could significantly reduce its value and damage our business.

 

We may, from time to time, be faced with negative publicity, regardless of its accuracy, relating to beverage quality; the safety, sanitation and welfare of our locations; customer complaints or litigation alleging illness or injury; health inspection scores; integrity of our or our suppliers’ food processing, employment practices and other policies, practices and procedures; or employee relationships and welfare or other matters. Negative publicity may adversely affect us, regardless of whether the allegations are substantiated or whether we are held to be responsible. In addition, the negative impact of adverse publicity relating to one location may extend far beyond the location involved, to affect some or all of our other locations. A similar risk exists with respect to beverage businesses unrelated to us if customers mistakenly associate such unrelated businesses with our operations. Employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination may also create not only legal and financial liability but negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations. A significant increase in the number of these claims or an increase in the number of successful claims could harm our business.

 

Additionally, there has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms is virtually immediate as is its impact. Many social media platforms immediately publish the content their subscribers and participants can post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning us may be posted on such platforms at any time. Information posted may be adverse to our interests or may be inaccurate, each of which may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction.

 

Ultimately, the risks associated with any such negative publicity or incorrect information cannot be completely eliminated or mitigated and may harm our business.

  

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Our inability to identify, recruit and retain qualified individuals for our locations could slow our growth and adversely impact our ability to operate.

 

Our success also depends substantially on the contributions and abilities of our staff on whom we rely to give customers a superior experience and elevate our brand. Our success depends in part upon our ability to attract, motivate and retain a sufficient number of qualified operators, all of whom come from within our system, and staff to meet the needs of our existing locations and to staff new locations. We aim to hire warm, friendly, motivated, caring, self-aware and intellectually curious individuals, who are excited and committed to championship performance, remarkable and enriching hospitality, embodying our culture and actively growing themselves and our brand. A sufficient number of qualified individuals to fill these positions and qualifications may be in short supply in some communities. Competition in these communities for qualified staff is high and will likely require us to pay higher wages and provide greater benefits, especially if there is continued improvement in regional or national economic conditions. We place a heavy emphasis on the qualification and training of our personnel and spend a significant amount of time and money on training our employees. Any inability to recruit and retain qualified individuals may result in higher turnover and increased labor costs, and could compromise the quality of our service, all of which could adversely affect our business. Any such inability could also delay the planned openings of new locations and could adversely impact our existing locations. Any such inability to retain or recruit qualified employees, increased costs of attracting qualified employees or delays in location openings could harm our business.

 

Our expansion into new domestic markets may present increased risks, which could affect our profitability.

 

We plan to open additional company-owned Reborn Coffee retail locations in domestic markets where we have little or no operating experience. The target consumer base of our locations varies by location, depending on a number of factors, including population density, other local coffee and convenience beverage distributors, area demographics and geography. Locations we open in new markets may take longer to reach expected sales and profit levels on a consistent basis. New markets may have competitive or regulatory conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our values. Until we attain a critical mass in a market, the locations we do open will have reduced operating leverage. As a result, these new locations may be less successful or may achieve target operating profit margins at a slower rate than existing locations did, if ever. If we do not successfully execute our plans to enter new markets, our business could be harmed.

 

We are subject to the risks associated with leasing space subject to long-term non-cancelable lease and, in the event we chose to purchase real property in the future, owning real estate.

 

Our leases generally have initial multiple-year terms with renewal options. Location leases provide for a specified annual rent, typically at a fixed rate with annual increases and other escalators. Generally, our leases are “net” leases, which require us to pay all the cost of insurance, taxes, maintenance and utilities. We generally cannot terminate these leases without incurring substantial costs. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If an existing or future location is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. In addition, as each of our leases expires, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to close locations in desirable locations.

 

Also, should we choose to purchase real property for various locations in the future, we would be subject to all the risks generally associated with owning real estate, including changes in the investment climate for real estate, demographic trends and supply or demand for the use of the locations, which may result from competition from similar restaurants in the area as well as strict, joint and several liability for environmental contamination at or from the property, regardless of fault.

 

Our locations are geographically concentrated in California, and we could be negatively affected by conditions specific to that state.

 

As of December 31, 2021, all of our company-owned retail locations were located in California. Adverse changes in demographic, unemployment, economic, regulatory or weather conditions in California have, and may continue, to harm our business. As a result of our concentration in this market, we have been, and in the future may be, disproportionately affected by these adverse conditions compared to other chain beverage locations with a national footprint.

 

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Our operations may be subject to the effects of a rising rate of inflation which may adversely impact our financial condition and results of operations.

 

Inflation in the United States began to rise significantly in the second half of the calendar year 2021. This is primarily believed to be the result of the economic impacts from the COVID-19 pandemic, including the global supply chain disruptions, strong economic recovery and associated widespread demand for goods, government stimulus packages and the impacts of the many government programs which has resulted in increases to the money supply as well to fund some of these programs and the associated spending to fund them which has created large government deficits in almost every jurisdiction. Global supply chain disruptions have resulted in shortages in materials and services. Such shortages have resulted in inflationary cost increases for labor, materials, and services, and could continue to cause costs to increase as well as scarcity of certain products. In addition, inflation is often accompanied by higher interest rates. The impact of COVID-19 may increase uncertainty in the global financial markets, as well as the possibility of high inflation and extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results of operations and financial condition even after these conditions improve.

 

We are experiencing inflationary pressures in certain areas of our business, including with respect to the cost of raw green coffee beans, the cost of shipping and supplies, and increases in labor costs, however, we cannot predict any future trends in the rate of inflation or associated increases in our operating costs and how that may impact our business. Historically and as of the date hereof, inflation has not had a material effect on our results of operations since we have been able to offset such increased costs by increasing the price of our whole roasted beans by 15% in January 2022, through increased sales and growth in opening 2 new company-owned retail locations, better lease terms on such new company-owned retail locations, more efficient purchasing practices (e.g., volume purchase discounts), productivity improvements and greater economies of scale. Severe increases in inflation, however, could affect the global and U.S. economies and could have a materially adverse impact on our business, financial condition or results of operations. Furthermore, future volatile, negative, or uncertain economic conditions and recessionary periods or periods of significant inflation may adversely impact consumer spending at our restaurants, which would materially adversely affect our business, financial condition and results of operations. Such effects can be especially pronounced during periods of economic contraction or slow economic growth. To the extent that we are unable to offset such cost inflation through increased menu prices or increased efficiencies in our operations and cost savings, there could be a negative impact on the our business, sales and margin performance, net income, cash flows and the trading price of our common shares.

 

Material interruptions of our supply chain of coffee or other ingredients, coffee machines and other restaurant equipment or packaging could affect our ability to produce or deliver our products and could negatively impact our business and profitability.

 

As of the date of this prospectus, supply chain interruptions have not been material. However, any material interruption in our supply chain, such as material interruption of the supply of coffee, dairy, coffee machines and other restaurant equipment or packaging for our proprietary products due to the casualty loss of any of our roasting plant, interruptions in service by our third-party logistic service providers or common carriers that ship goods within our distribution channels, trade restrictions, such as increased tariffs or quotas, embargoes or customs restrictions, pandemics, social or labor unrest, natural disasters or political disputes and military conflicts that cause a material disruption in our supply chain could have a negative material impact on our business and our profitability.

 

Additionally, most of our beverage and other products are sourced from a wide variety of domestic and international business partners and we rely on these suppliers to provide high quality products and to comply with applicable laws. For certain products, we may rely very few suppliers. The loss of these vendors or failures by our suppliers to meet our standards, provide products in a timely and efficient manner, or comply with applicable laws is beyond our control and could have a material adverse effect on the Company.

 

Increases in the cost of high-quality coffee beans or other commodities or decreases in the availability of high-quality coffee beans or other commodities could have an adverse impact on our business and financial results.

 

The availability and prices of coffee beans and other commodities are subject to significant volatility. We purchase, roast and sell high-quality whole coffee beans and related coffee products.

 

The supply and price of coffee we purchase can also be affected by multiple factors in the producing countries, such as weather (including the potential effects of climate change), natural disasters, crop disease, general increase in farm inputs and costs of production, inventory levels, political and economic conditions and the actions of certain organizations and associations that have historically attempted to influence prices of green coffee through agreements establishing export quotas or by restricting coffee supplies. Speculative trading in coffee commodities can also influence coffee prices. Because of the significance of coffee beans to our operations, combined with our ability to only partially mitigate future price risk through purchasing practices and hedging activities, increases in the cost of high-quality coffee beans could have a material adverse impact on our profitability. In addition, if we are not able to purchase sufficient quantities of green coffee beans due to any of the above factors or to a worldwide or regional shortage, we may not be able to fulfill the demand for our coffee, which could have a material adverse impact on our profitability.

 

We also purchase significant amounts of dairy products, particularly milk, and non-dairy “milks” to support the needs of our locations. Additionally, and although less significant to our operations than coffee, other commodities, including but not limited to tea, syrups, and packaging material, such as plastics and corrugate, are important to our operations. Increases in the cost of such commodities may increase the cost of our packing materials, or lack of availability, whether due to supply shortages, delays or interruptions in processing, or otherwise, especially in international markets, could harm our business.

 

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If we fail to offer high-quality customer experience, our business and reputation will suffer.

 

Numerous factors may impact a customer’s experience which may in turn impact the likelihood of such customer returning. Those factors include service, convenience, taste, price, quality, location of our locations and brand image. In addition to providing high quality coffee, we empower our employees to provide an enhanced customer experience. Our staff put customer needs first and we give them the flexibility required to build genuine, meaningful connections that keep our customers returning for more. As we grow, it may be difficult for us to identify, recruit, train and manage enough people with enough skill and talent to provide this enhanced customer experience.

 

If we fail to maintain adequate operational and financial resources, particularly if we continue to grow rapidly, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction.

 

Our continuous growth and expansion may place significant demands on our management and our operational and financial resources and in connection therewith, our organizational structure is becoming more complex as we scale our operational, financial, and management controls, as well as our reporting systems and procedures. As we continue to grow, we may face challenges of integrating, developing, training, and motivating a rapidly growing employee base in our various locations and maintaining our company culture across multiple offices and locations. Certain members of our management may have not previously worked together for an extended period of time, and some do not have prior experience managing a public company, which may affect how they manage our growth. If we fail to manage our anticipated growth and change in a manner that preserves the key aspects of our corporate culture, the quality of our beverages and services may suffer, which could negatively affect our brand and reputation and harm our ability to attract users, employees, and organizations.

 

To manage growth in our operations and personnel, we will need to continue to grow and improve our operational, financial, and management controls and our reporting systems and procedures. We will require significant capital expenditures and the allocation of valuable management resources to grow and change in these areas. Our expansion has placed, and our expected future growth will continue to place, a significant strain on our management, customer experience, research and development, sales and marketing, administrative, financial, and other resources.

 

In addition, as we expand our business, it is important that we continue to maintain a high level of customer service and satisfaction. As our customer base continues to grow, we will need to expand our customer service and other personnel, which will require more complex management and systems. If we are not able to continue to provide high levels of customer service, our reputation, as well as our business could be harmed.

 

We are increasingly dependent on information technology and our ability to process data in order to operate and sell our goods and services, and if we (or our vendors) are unable to protect against software and hardware vulnerabilities, service interruptions, data corruption, cyber-based attacks, ransomware or security breaches, or if we fail to comply with our commitments and assurances regarding the privacy and security of such data, our operations could be disrupted, our ability to provide our goods and services could be interrupted, our reputation may be harmed and we may be exposed to liability and loss of customers and business.

 

We rely on information technology networks and systems and data processing (some of which are managed by third-party service providers such as Square, ADP, and Xero) to market, sell and deliver our products and services, to fulfill orders, to collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of and share (“Process” or “Processing”) personal information, confidential or proprietary information, financial information and other information, to manage a variety of business processes and activities, for financial reporting purposes, to operate our business, to process orders, for legal and marketing purposes and to comply with regulatory, legal and tax requirements (“Business Functions”). These information technology networks and systems, and the Processing they perform, may be vulnerable to data security and privacy threats (cyber and otherwise). Moreover, the risk of unauthorized circumvention of our security measures or those of our third parties on whom we rely has been heightened by advances in computer and software capabilities and the increasing sophistication of hackers who employ complex techniques, including, without limitation, “phishing” or social engineering incidents, ransomware, extortion, account takeover attacks, denial or degradation of service attacks and malware. Further, breaches experienced by other companies may also be leveraged against us. For example, credential stuffing attacks are becoming increasingly common and sophisticated actors can mask their attacks, making them increasingly difficult to identify and prevent. We have technology security initiatives, such as cyber liability insurance, and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequately designed or implemented to ensure that our operations are not disrupted or that data security breaches do not occur. If our information technology networks and systems or data processing suffers damage, security breaches, vulnerabilities, disruption or shutdown, and we do not effectively resolve the issues in a timely manner, they could cause a material adverse impact to, our Business Functions and our business, reputation and financial condition.

  

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Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks, which may remain undetected until after they occur. Despite our efforts to protect our information technology networks and systems, Processing and information, we may not be able to anticipate or to implement effective preventive and remedial measures against all data security and privacy threats. Our security measures may not be adequate to prevent or detect service interruption, system failure data loss or theft, or other material adverse consequences. No security solution, strategy or measures can address all possible security threats. Our applications, systems, networks, software and physical facilities could have material vulnerabilities, be breached or personal or confidential information could be otherwise compromised due to employee error or malfeasance, if, for example, third parties attempt to fraudulently induce our personnel or our customers to disclose information or user names and/or passwords, or otherwise compromise the security of our networks, systems and/or physical facilities. We cannot be certain that we will be able to address any such vulnerabilities, in whole or part, and there may be delays in developing and deploying patches and other remedial measures to adequately address vulnerabilities, and taking such remedial steps could adversely impact or disrupt our operations. We expect similar issues to arise in the future as our products and services are more widely adopted, and as we continue to expand the features and functionality of existing products and services and introduce new products and services.

 

An actual or perceived breach of our security systems or those of our third-party service providers may require notification under applicable data privacy regulations or for customer relations or publicity purposes, which could result in reputational harm, costly litigation (including class action litigation), material contract breaches, liability, settlement costs, loss of sales, regulatory scrutiny, actions or investigations, a loss of confidence in our business, systems and Processing, a diversion of management’s time and attention, and significant fines, penalties, assessments, fees and expenses.

 

The costs to respond to a security breach and/or to mitigate any security vulnerabilities that may be identified could be significant, our efforts to address these problems may not be successful. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures. We could be required to fundamentally change our business activities and practices in response to a security breach or related regulatory actions or litigation, which could have an adverse effect on our business. Additionally, most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others of security breaches involving certain types of data. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and/or alleviate problems caused by the actual or perceived security breach.

 

We may not have adequate insurance coverage for handling security incidents or breaches, including fines, judgments, settlements, penalties, costs, attorney fees and other impacts that arise out of incidents or breaches. If the impacts of a security incident or breach, or the successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements), it could harm our business. In addition, we cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or that our insurers will not deny coverage as to all or part of any future claim or loss. Moreover, our privacy risks are likely to increase as we continue to expand, grow our customer base, and process, store, and transmit increasingly large amounts of personal and/or sensitive data.

 

Pandemics or disease outbreaks such as the COVID-19, especially governmental mandates and restrictions attributable thereto, have had, and may continue to have, an effect on our business and results of operations.

 

Pandemics or disease outbreaks such as the COVID-19, especially governmental mandates and restrictions attributable thereto, have impacted and may continue to impact customer traffic at our Reborn locations and may make it more difficult to staff our locations and, in more severe cases, may cause a temporary inability to obtain supplies and increase commodity costs. COVID-19 was officially declared a global pandemic by the World Health Organization in March 2020, and the virus, including the continued spread of highly transmissible variants of the virus, and governmental mandates and restrictions attributable thereto have impacted all global economies, and in the United States has resulted in varying levels of restrictions and shutdowns implemented by national, state, and local authorities.

  

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Such viruses may be transmitted through human contact and airborne delivery, and the risk of contracting viruses could continue to cause employees or customers to avoid gathering in public places, which has had, and could further have, adverse effects on our customer traffic or the ability to adequately staff locations. We have been adversely affected when government authorities have imposed and continue to impose restrictions on public gatherings, human interactions, operations of restaurants or mandatory closures, seek voluntary closures, restrict hours of operations or impose curfews, restrict the import or export of products or if suppliers issue mass recalls of products. Additional regulation or requirements with respect to the compensation of our employees could also have an adverse effect on our business. Even if such measures are not implemented and a virus or other disease does not spread significantly within a specific area, the perceived risk of infection or health risk in such area may adversely affect our business, liquidity, financial condition and results of operations. Additionally, different jurisdictions have seen varying levels of outbreaks or resurgences in outbreaks, and corresponding differences in government responses, which may make it difficult for us to plan or forecast an appropriate response.

 

Our operations have been and we expect will be disrupted when employees were suspected of having COVID-19 or other illnesses since this required us to quarantine some or all such employees and close and disinfect our impacted locations. If a significant percentage of our workforce are unable to work, including because of illness or travel or government restrictions, like quarantine requirements, in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business, liquidity, financial condition or results of operations.

 

We experienced repressed customer flow through periods when malls and shopping centers were restricted or closed entirely due to governmental lockdown mandates and restrictions. Our current retail locations are within popular shopping areas with anticipated regular customer traffic. Such closures or limitations and restrictions were at times mandated the government, and at other times due to natural customer uncertainties regarding the status of COVID-19. Such restrictions and uncertainties not only impacted anticipated revenues from current locations, but added additional risk to us related to the opening of new locations. COVID-19 has challenged our performance at our kiosk locations. Shopping mall restrictions and mandates during the pandemic made it difficult for our kiosks to operate at maximum performance, as indoor restrictions of shopping malls affected the way we had to operate business. For instance, we had to offer only to-go/pickup operations to operate while meeting regulations.

 

The COVID-19 pandemic and governmental lockdown mandates and other restrictive measures have also had an adverse impact on global economic conditions, which have had an adverse effect on our business and financial condition. Our sales and operating results may be affected by uncertain or changing economic and market conditions arising in connection with and in response to the COVID-19 pandemic, including prolonged periods of high unemployment, inflation, deflation, prolonged weak consumer demand, a decrease in consumer discretionary spending, political instability or other changes. The significance of the operational and financial impact to us will depend on how long and widespread the disruptions caused by the COVID-19 pandemic, and the corresponding response to contain the virus and treat those affected by it, prove to be.

 

We do not yet know the full extent of potential delays or impacts on our business, operations or the global economy as a whole. While there have recently been vaccines developed and administered, and the spread of COVID- 19 may eventually be contained or mitigated, we cannot predict the timing of the vaccine roll-out globally or the efficacy or safety of such vaccines, and we do not yet know how customers will operate in a post COVID-19 environment. In addition, new strains and variants of the virus have caused a resurgence and an increase in reported infection rates, which may impact the general economic recovery. There is no guarantee that a future outbreak of this or any other widespread epidemics will not occur, or that the global economy will recover, either of which could seriously harm our business fully recover. The ultimate impact of the COVID-19 pandemic or a similar health epidemic on our business, operations or the global economy as a whole remains highly uncertain.

 

While we have developed and continue to develop plans to help mitigate the potential negative impact of the COVID-19 pandemic, these efforts may not be effective, and any protracted economic downturn will likely limit the effectiveness of our efforts. Accordingly, it is not possible for us to predict the duration and extent to which this will affect our business at this time.

 

Risks Related to Our Brand

 

Our success depends substantially on the value of our brand and failure to preserve its value could have a negative impact on our financial results.

 

Our success depends in large part upon our ability to maintain and enhance our corporate reputation and the value and perception of our brand. Brand value is based in part on consumer perceptions on a variety of subjective qualities. To be successful in the future, particularly outside of the Southern California region of the United States where the Reborn brand may be less well-known, we believe we must preserve, grow and leverage the value of our brand across interactions.

  

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Business incidents, whether isolated or recurring and whether originating from us or our business partners, that erode consumer trust can significantly reduce brand value, potentially trigger boycotts of our locations or result in civil or criminal liability and can have a negative impact on our financial results. Such incidents include actual or perceived breaches of privacy, contaminated products, staff infected with communicable diseases, such as COVID-19, or other potential incidents discussed in this Risk Factors section. The impact of such incidents may be exacerbated if they receive considerable publicity, including rapidly through social or digital media (including for malicious reasons) or result in litigation. Consumer demand for our products and our brand equity could diminish significantly if we, our employees, or business partners fail to preserve the quality of our products, act or are perceived to act in an unethical, illegal, racially-biased, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service and treatment of customers at Reborn locations, or the use of customer data for general or direct marketing or other purposes. Additionally, if we fail to comply with laws and regulations, publicly take controversial positions or actions or fail to deliver a consistently positive consumer experience in each of our markets, including by failing to invest in the right balance of wages and benefits to attract and retain employees that represent the brand well or foster an inclusive and diverse environment, our brand value may be diminished.

 

Moreover, our success depends in large part upon our ability to maintain our corporate reputation. For example, the reputation of our Reborn brand could be damaged by claims or perceptions about the quality or safety of our ingredients or beverages or the quality or reputation of our suppliers or distributors or by claims or perceptions that we, or our business partners have acted or are acting in an unethical, illegal, racially-biased or socially irresponsible manner or are not fostering an inclusive and diverse environment, regardless of whether such claims or perceptions are substantiated. Our corporate reputation could also suffer from negative publicity or consumer sentiment regarding Reborn action or inaction or brand imagery, a real or perceived failure of corporate governance, or misconduct by any officer or any employee or representative of us. Any such incidents (even if resulting from actions of a competitor) could cause a decline directly or indirectly in consumer confidence in, or the perception of, our Reborn brand and/or our products and reduce consumer demand for our products, which would likely result in lower revenue and profits.

 

There has been an increased public focus, including from the United States federal and state governments, on environmental sustainability matters, including with respect to climate change, greenhouse gases, water resources, packaging and waste, animal health and welfare, deforestation and land use. We endeavor to conduct our business in a manner which reflects our priority of sustainable stewardship, including with respect to environmental sustainability matters, and we are working to manage the risks and costs to us, and our supply chain associated with these types of environmental sustainability matters. In addition, as the result of such heightened public focus on environmental sustainability matters, we may face increased pressure to provide expanded disclosure, make or expand commitments, set targets, or establish additional goals and take actions to meet such goals, in connection with such environmental sustainability matters. These matters and our efforts to address them could expose us to market, operational, reputational and execution costs or risks.

 

We may not be able to adequately protect our intellectual property, including trademarks, trade names, and service marks, which, in turn, could harm the value of our brand and adversely affect our business.

 

Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products and other intellectual property, including our name and logos and the unique character and atmosphere of our Reborn locations. We rely on U.S. trademark, copyright, and trade secret laws, as well as license agreements, nondisclosure agreements, and confidentiality and other contractual provisions to protect our intellectual property. Nevertheless, our competitors may develop similar menu items and concepts, and adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and other intellectual property.

 

The success of our business depends on our continued ability to use our existing trademarks, trade names, and service marks to increase brand awareness and further develop our brand as we expand into new markets. We have registered and applied to register trademarks and service marks in the United States and abroad. We may not be able to adequately protect our trademarks and service marks, and our competitors and others may successfully challenge the validity and/or enforceability of our trademarks and service marks and other intellectual property. There can also be no assurance that pending or future U.S. trademark applications will be approved in a timely manner or at all, or that such registrations will effectively protect our brand names and trademarks.

  

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Additionally, the steps we have taken to protect our intellectual property in the United States may not be adequate. If our efforts to maintain and protect our intellectual property are inadequate, or if any third party misappropriates, dilutes or infringes on our intellectual property, the value of our brand may be harmed, which could have a material adverse effect on our business and might prevent our brands from achieving or maintaining market acceptance. Even with our own prospective franchise partners, whose activities are monitored and regulated through our eventual franchise agreements, we face risk that they may refer to or make statements about our Reborn brand that do not make proper use of our trademarks or required designations, that improperly alter trademarks or branding, or that are critical of our brand or place our brand in a context that may tarnish our reputation. This may result in dilution of, or harm to, our intellectual property or the value of our brand.

 

We may also from time to time be required to institute litigation to enforce our trademarks, service marks and other intellectual property. Such litigation could result in substantial costs and diversion of resources and could negatively affect our sales, profitability and prospects regardless of whether we can successfully enforce our rights.

 

Third parties may oppose our trademark and service mark applications, or otherwise challenge our use of the trademarks and service marks. In the event that these or other intellectual property rights are successfully challenged, we could be forced to rebrand our products, which would result in loss of brand recognition and would require us to devote resources to advertising and marketing new brands. Third parties may also assert that we infringe, misappropriate or otherwise violate their intellectual property and may sue us for intellectual property infringement. Even if we are successful in these proceedings, we may incur substantial costs, and the time and attention of our management and other personnel may be diverted in pursuing these proceedings. If a court finds that we infringe a third party’s intellectual property, we may be required to pay damages and/or be subject to an injunction. With respect to any third party intellectual property that we use or wish to use in our business (whether or not asserted against us in litigation), we may not be able to enter into licensing or other arrangements with the owner of such intellectual property at a reasonable cost or on reasonable terms.

 

Food safety and quality concerns may negatively impact our brand, business and profitability, our internal operational controls and standards may not always be met and our employees may not always act professionally, responsibly and in our and our customers’ best interests. Any possible instances or reports, whether true or not, of food and/or beverage-borne illness could reduce our sales.

 

Incidents or reports, whether true or not, of food-borne or water-borne illness or other food safety issues, food contamination or tampering, employee hygiene and cleanliness failures or improper employee conduct at our locations could lead to product liability or other claims. Such incidents or reports could negatively affect our brand and reputation as well as our business, revenue and profits. Similar incidents or reports occurring at coffee and convenience locations unrelated to us could likewise create negative publicity, which could negatively impact consumer behavior towards us.

 

We cannot guarantee to customers that our internal controls and training will be fully effective in preventing all food-borne illnesses. New illnesses resistant to our current precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations on a retroactive basis. One or more instances of food-borne illness in one of our company-owned retail locations could negatively affect sales at all our locations if highly publicized. This risk exists even if it were later determined that the illness was wrongly attributed to one of our locations. Additionally, even if food-borne illnesses were not identified at our locations, our sales could be adversely affected if instances of food-borne illnesses at other coffee and beverage chains were highly publicized.

 

If we are unable to protect our customers’ credit and debit card data or confidential information in connection with process the same or confidential employee information, we could be exposed to data loss, litigation, liability and reputational damage.

 

Our business requires the collection, transmission and retention of large volumes of customer and employee data, including credit and debit card numbers and other personally identifiable information, in various information technology systems that we maintain and in those maintained by third parties with whom we contract to provide services. The integrity and protection of that customer and employee data is critical to us. Further, our customers and employees have a high expectation that we and our service providers will adequately protect their personal information.

  

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We currently accept payments using credit cards and debit cards and, as such, are subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard (“PCI-DSS”), which is a security standard applicable to companies like ours that collect, store or transmit certain data regarding credit and debit cards, holders and transactions. We are also subject to rules governing electronic funds transfers. Such rules could change or be reinterpreted to make it difficult or impossible for us to comply. If we (or a third party processing payment card transactions on our behalf) suffer a security breach affecting payment card information, we may have to pay onerous and significant fines, penalties and assessments arising out of the major card brands’ rules and regulations, contractual indemnifications or liability contained in merchant agreements and similar contracts, and we may lose our ability to accept payment cards for payment for our goods and services, which could materially impact our operations and financial performance.

 

The information, security and privacy requirements imposed by governmental regulation are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations or may require significant additional investments or time in order to do so. Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, viruses, operator error or inadvertent releases of data all threaten our and our service providers’ information systems and records. A breach in the security of our information technology systems or those of our service providers could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. Additionally, a significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, which could disrupt our operations, damage our reputation and expose us to claims from customers and employees, any of which could harm our business.

 

Risks Related to People and Culture

 

Changes in the availability of and the cost of labor could harm our business.

 

Our business could be harmed by increases in labor costs, including those increases triggered by regulatory actions regarding wages, scheduling and benefits, increased health care and workers’ compensation insurance costs, which, in a retail business such as ours, are our most significant costs. In particular, our baristas are paid wage rates at or based on the applicable federal or state minimum wage, and increases in the applicable minimum wage will increase labor costs. From time to time, legislative proposals are made to increase the minimum wage at the federal or state level. As federal, state or other applicable minimum wage rates increase, we may be required to increase not only the wage rates of minimum wage baristas or other employees, but also the wages paid to other hourly employees. We may not choose to increase prices in order to pass future increased labor costs on to customers, in which case our margins would be negatively affected. If we do not increase prices to cover increased labor costs, the higher prices could result in lower revenue, which may also reduce margins.

 

Furthermore, the successful operation of our business depends upon our ability to attract, motivate and retain a sufficient number of qualified employees. From time to time, there may be a shortage of qualified employees in certain of the communities in which we operate or expand to. Shortages may make it increasingly difficult and expensive to attract, train and retain the services of a satisfactory number of qualified employees, which could delay the planned openings of new company-owned retail locations and adversely impact the operations and profitability of existing locations. Furthermore, competition for qualified employees, particularly in markets where such shortages exist, could require us to pay higher wages, which could result in higher labor costs. Accordingly, if we are unable to recruit and retain sufficiently qualified individuals, our business could be harmed.

 

Additionally, the growth of our business can make it increasingly difficult to locate and hire sufficient numbers of key employees, to maintain an effective system of internal controls for a dispersed chain and to train employees to deliver consistently high-quality hand-crafted beverages and customer experiences, which could materially harm our business and results of operations. Furthermore, due to the COVID-19 pandemic, we could experience a shortage of labor for location positions as concern over exposure to COVID-19 and other factors could decrease the pool of available qualified talent for key functions. In addition, our wages and benefits programs, combined with the challenging conditions due to the COVID-19 pandemic, may be insufficient to attract and retain the best talent.

  

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We depend on our executive officers and other key employees, and the loss of one or more of these employees or an inability to attract and retain other highly skilled employees could harm our business.

 

Our success depends largely upon the continued services of our executive officers and other key employees. We rely on our leadership team in the areas of marketing, sales, customer experience, and selling, general and administrative. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The loss of one or more of our executive officers or key employees could harm our business. Changes in our executive management team may also cause disruptions in, and harm to, our business.

 

Reborn continues to be led by our Founder, Jay Kim, who plays an important role in driving our culture, determining the strategy, and executing against that strategy across the company. If Mr. Kim’s services became unavailable to Reborn for any reason, it may be difficult or challenging for us to find an adequate replacement, which could cause us to be less successful in maintaining our culture and developing and effectively executing on our company strategies.

 

Our culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the high employee engagement fostered by our culture, which could harm our business.

 

At Reborn Coffee, we believe our people-first culture is a critical component of our success and customer loyalty. We have invested substantial time and resources in developing pathways for our employees to create their own compelling future, which we believe has fostered the positive, people-first culture that defines our organization and is enjoyed by our customers. We have built out our leadership team with an expectation of protecting this culture, an emphasis on shared values and a commitment to diversity and inclusion. As we continue to develop the infrastructure to support our growth, we will need to maintain our culture among a larger number of employees dispersed in various geographic regions. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel, and loss of customer loyalty.

 

Unionization activities may disrupt our operations and affect our profitability.

 

Although none of our employees are currently covered under collective bargaining agreements, our employees may elect to be represented by labor unions in the future. If a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition or results of operations. In addition, a labor dispute involving some or all of our employees may harm our reputation, disrupt our operations and reduce our revenue, and resolution of disputes may increase our costs.

 

Risks Related to Regulation and Litigation

 

Changes in statutory, regulatory, accounting, and other legal requirements, including changes in accounting principles generally accepted in the United States, could potentially impact our operating and financial results.

 

We are subject to numerous statutory, regulatory and legal requirements. Our operating results could be negatively impacted by developments in these areas due to the costs of compliance in addition to possible government penalties and litigation in the event of deemed noncompliance. Changes in the regulatory environment in the area of food safety, privacy and information security, wage and hour laws, among others, could potentially impact our operations and financial results.

 

GAAP is subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

  

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Moreover, while we believe that we maintain insurance customary for businesses of our size and type, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could harm our business.

 

Fluctuations in our tax obligations and effective tax rate and realization of our deferred tax assets may result in volatility of our operating results and adversely affect our financial condition.

 

We are subject to taxes by the U.S. federal, state, and local tax authorities, and our tax liabilities will be affected by the allocation of expenses to differing jurisdictions. We record tax expense based on our estimates of future payments, which may include reserves for uncertain tax positions in multiple tax jurisdictions, and valuation allowances related to certain net deferred tax assets. At any one time, many tax years may be subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities may affect the ultimate settlement of these issues. We expect that throughout the year there could be ongoing variability in our quarterly tax rates as events occur and exposures are evaluated. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 

  changes in the valuation of our deferred tax assets and liabilities;
     
  expected timing and amount of the release of any tax valuation allowance;
     
  changes in tax laws, regulations or interpretations thereof; or
     
  future earnings being lower than anticipated in jurisdictions where we have lower statutory tax rates and higher than anticipated earnings in jurisdictions where we have higher statutory tax rates.

 

In addition, our effective tax rate in a given financial statement period may be materially impacted by a variety of factors including but not limited to changes in the mix and level of earnings, varying tax rates in the different jurisdictions in which we operate, fluctuations in the valuation allowance or by changes to existing accounting rules or regulations. Further, tax legislation may be enacted in the future which could negatively impact our current or future tax structure and effective tax rates. We may be subject to audits of our income, sales and other transaction taxes by U.S. federal, state, and local taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.

 

We are subject to many federal, state and local laws with which compliance is both costly and complex.

 

The beverage industry is subject to extensive federal, state and local laws and regulations, including the recently enacted comprehensive health care reform legislation discussed above, those relating to building and zoning requirements and those relating to the preparation and sale of food and beverages or consumption. Such laws and regulations are subject to change from time to time. The failure to comply with these laws and regulations could adversely affect our operating results. Typically, licenses, permits and approvals under such laws and regulations must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses, permits and approvals could adversely affect our existing locations and delay or result in our decision to cancel the opening of new locations, which would adversely affect our business.

 

The development and operation of a location depends, to a significant extent, on the selection of suitable sites, which are subject to unique permitting, zoning, land use, environmental, traffic and other regulations and requirements. We are also subject to licensing and regulation by state and local authorities relating to health, sanitation, safety and fire standards.

 

We are subject to the Fair Labor Standards Act and various other federal, state and local laws that regulate the wages and hours of employees. These laws commonly apply a strict liability standard so that even inadvertent noncompliance can lead to claims, government enforcement actions and litigation. These laws vary from state to state and are subject to frequent amendments and judicial interpretations that can require rapid adjustments to operations. Insurance coverage for violations of these laws is costly and sometimes is not available. Changes to these laws can adversely affect our business by increasing labor and compliance costs. The failure to comply with these laws could adversely affect our business as a result of costly litigation or government enforcement actions.

  

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We are also subject to a variety of other employee relations laws including FMLA and state leave laws, employment discrimination laws, predictive scheduling laws, occupational health and safety laws and regulations and the NLRA, to name a few. Together, these many laws and regulations present a thicket of compliance obligations and liability risks. As we grow, we will need to continue to increase our compliance efforts in these areas, which may affect our results from operations. Changes to these laws and regulations may increase these costs beyond our expectations or predictions, which would adversely affect our business operations and financial results. Violations of these laws could lead to costly litigation or governmental investigation or proceedings.

 

We are subject to the Americans with Disabilities Act (the “ADA”), which, among other things, requires our locations to meet federally mandated requirements for the disabled. The ADA prohibits discrimination in employment and public accommodations on the basis of disability. Under the ADA, we could be required to expend funds to modify our locations to provide service to, or make reasonable accommodations for the employment of, disabled persons. In addition, our employment practices are subject to the requirements of the Immigration and Naturalization Service relating to citizenship and residency.

 

In addition, our anticipated future franchise activities (of which, as of the date of this prospectus, we have none) will be subject to laws enacted by a number of states and rules and regulations promulgated by the Federal Trade Commission (the “FTC”). Failure to comply with new or existing franchise laws, rules and regulations in any jurisdiction or to obtain required government approvals could negatively affect our licensing sales and our relationships with our licensees.

 

The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance and other costs of doing business and, therefore, have an adverse effect on our results of operations. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. In addition, certain laws, including the ADA, could require us to expend significant funds to make modifications to our locations if we failed to comply with applicable standards. Compliance with all these laws and regulations can be costly and can increase our exposure to litigation or governmental investigations or proceedings.

 

We (and our vendors) are subject to stringent and changing laws, regulations, industry standards, related to data processing, protection, privacy and security. The actual or perceived failure by us, our customers or vendors to comply with such laws, regulations, industry standards, may harm our business, financial condition, results of operations and prospects.

 

We process personal information, confidential information and other information necessary to provide our products and service and ensure that they are delivered effectively, to operate our business, for legal and marketing purposes, and for other business-related purposes.

 

Data privacy and regulation of privacy, information security and Processing has become a significant issue in the United States. The legal and regulatory framework for privacy and security issues is rapidly evolving and is expected to increase our compliance costs and exposure to liability. There are numerous federal, state, local laws, orders, codes, regulations and regulatory guidance regarding privacy, information security and Processing (“Data Protection Laws”), the number and scope of which is changing, subject to differing applications and interpretations, and which may be inconsistent among jurisdictions, or in conflict with other rules, laws or Data Protection Obligations (defined below). We expect that there will continue to be new Data Protection Laws and Data Protection Obligations, and we cannot yet determine the impact such future Data Protection Laws may have on our business. Any significant change to Data Protection Laws and Data Protection Obligations, including without limitation, regarding the manner in which the express or implied consent of customers for Processing is obtained, could increase our costs and require us to modify our operations, possibly in a material manner, which we may be unable to complete and may limit our ability to store and process customer data and operate our business.

  

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Data Protection Laws are, and are likely to remain, uncertain for the foreseeable future, and our actual or perceived failure to address or comply with these laws could: increase our compliance and operational costs; limit our ability to market our products or services and attract new and retain current customers; limit or eliminate our ability to Process; expose us to regulatory scrutiny, actions, investigations, fines and penalties; result in reputational harm; lead to a loss of customers; reduce the use of our products or services; result in litigation and liability, including class action litigation; cause to incur significant costs, expenses and fees (including attorney fees); cause a material adverse impact to business operations or financial results, and; otherwise result in other material harm to our business (“Adverse Data Protection Impact”).

 

We are or may also be subject to the terms of our external and internal privacy and security policies, codes, representations, certifications, industry standards, publications and frameworks (“Privacy Policies”) and contractual obligations to third parties related to privacy, information security and Processing, including contractual obligations to indemnify and hold harmless third parties from the costs or consequences of non-compliance with Data Protection Laws or other obligations (“Data Protection Obligations”).

 

We strive to comply with applicable Data Protection Laws, Privacy Policies and Data Protection Obligations to the extent possible, but we may at times fail to do so, or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our employees, partners or vendors do not comply with applicable Data Protection Laws, Privacy Policies and Data Protection Obligations. We may be subject to, and suffer an Adverse Data Protection Impact if we fail (or are perceived to have failed) to comply with applicable Data Protection Laws, Privacy Policies and Data Protection Obligations, if our Privacy Policies are, in whole or part, found to be inaccurate, incomplete, deceptive, unfair or misrepresentative of our actual practices. In addition, any such failure or perceived failure could result in public statements against us by consumer advocacy groups, the media or others, which may cause us material reputational harm. Our actual or perceived failure to comply with Data Protection Laws, Privacy Policies and Data Protection Obligations could also subject us to litigation, claims, proceedings, actions or investigations by governmental entities, authorities or regulators, which could result in an Adverse Data Protection Impact, including required changes to our business practices, the diversion of resources and the attention of management from our business, regulatory oversights and audits, discontinuance of necessary Processing or other remedies that adversely affect our business.

 

In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the California Consumer Privacy Act (the “CCPA”), and other state and federal laws relating to privacy and data security. The CCPA, which among other things, establishes a privacy framework for covered businesses, including an expansive definition of personal data and data privacy rights. The CCPA provides individual privacy rights for California residents and places increased privacy and security obligations on covered businesses processing personal data. The CCPA requires covered businesses to provide new disclosures to California residents and provide such individuals with ways to opt-out of certain sales of personal data. The CCPA also provides a private right of action and statutory damages for violations, including for data breaches. To the extent applicable to our business and operations, the CCPA may impact our business activities by increasing our compliance costs and potential liability with respect to personal information that we or third parties with whom we contract to provide services maintain about California residents. It is anticipated that the CCPA will be expanded on January 1, 2023, when the California Privacy Rights Act of 2020 (the “CPRA”) becomes operative. The CPRA will, among other things, give California residents the ability to limit use of certain sensitive personal data, further restrict the use of cross-contextual advertising, establish restrictions on the retention of personal data, expand the types of data breaches subject to the CCPA’s private right of action, provide for increased penalties for CPRA violations concerning California residents under the age of 16, and establish a new California Privacy Protection Agency to implement and enforce the law. These Data Protection Laws (such as the CCPA and CPRA) exemplify the vulnerability of our business to the evolving regulatory environment related to personal data.

 

Moreover, across the United States, laws and regulations governing data privacy and security continue to develop and evolve. For example, Virginia enacted the Consumer Data Protection Act (“CDPA”) that may impose obligations similar to or more stringent than those we may face under other Data Protection Laws. Compliance with the CPRA, the CCPA, the CDPA and any newly enacted privacy and data security laws or regulations may be challenging and cost- and time-intensive, and may require us to modify our data processing practices and policies and to incur substantial costs and potential liability in an effort to comply with such legislation. The Data Protection Laws, Privacy Policies and Data Protection Obligations to which we are subject may significantly affect our business activities and many of these obligations may contain ambiguous provisions creating uncertainty. Compliance with the requirements imposed by such Data Protection Laws and Data Protection Obligations may require us to revise our business practices, allocate more resources to privacy and security, and implement new technologies. Such efforts may result in significant costs to our business. Noncompliance could result in Adverse Data Protection Impact, including proceedings against us by governmental and regulatory entities, collaborators, individuals or others.

  

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We rely on a variety of marketing techniques and practices, including email and social media marketing, online targeted advertising, and cookie-based Processing, to sell our products and services and to attract new customers, and we, and our vendors, are subject to various current and future Data Protection Laws and Data Protection Obligations that govern marketing and advertising practices. Governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or the use of data gathered with such tools. Additionally, some providers of consumer devices, web browsers and application locations have implemented, or announced plans to implement, means to make it easier for Internet users to prevent the placement of cookies or to block other tracking technologies, require additional consents or limit the ability to track user activity, which could if widely adopted result in the use of third-party cookies and other methods of online tracking becoming significantly less effective. Laws and regulations regarding the use of these cookies and other current online tracking and advertising practices or a loss in our ability to make effective use of services that employ such technologies could increase our costs of operations and limit our ability to acquire new customers on cost-effective terms, which, in turn, could have an adverse effect on our business, financial condition, results of operations and prospects.

 

We are subject to extensive government regulations that could result in claims leading to increased costs and restrict our ability to conduct franchise operations.

 

We are subject to extensive government regulation at the federal, state and local government levels, including by the FTC. These include, but are not limited to, regulations relating to the preparation and sale of beverages, zoning and building codes, franchising, land use and employee, health, sanitation and safety matters. We are required to obtain and maintain a wide variety of governmental licenses, permits and approvals. Local authorities may suspend or deny renewal of our governmental licenses if they determine that our operations do not meet the standards for initial grant or renewal. Difficulty or failure in obtaining them in the future could result in delaying or canceling the opening of new locations and thus could harm our business. Any such failure could also subject us to liability from future franchise partners (of which, as of the date of this prospectus, we have none).

 

Additionally, Congress has a legislation proposal in process that could shift more liability for franchise partner employment practices onto franchisors. The federal PROAct would codify the Browning-Ferris decision that redefined joint employment to include a broader category of conduct by the franchisor, thereby increasing the possibility of Reborn being held liable for the employment practices of franchisees (of which, as of the date of this prospectus, we have none).

 

Beverage and restaurant companies have been the target of class action lawsuits and other proceedings that are costly, divert management attention and, if successful, could result in our payment of substantial damages or settlement costs.

 

Our business is subject to the risk of litigation by employees, customers, competitors, landlords or neighboring businesses, suppliers, stockholders or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of litigation, particularly class action and regulatory actions, is difficult to assess or quantify. In recent years, beverage and restaurant companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits have been instituted from time to time alleging violations of various federal and state wage and hour laws regarding, among other things, employee meal deductions, overtime eligibility of assistant managers and failure to pay for all hours worked. While we have not been a party to any of these types of lawsuits in the past, there can be no assurance that we will not be named in any such lawsuit in the future or that we would not be required to pay substantial expenses and/or damages.

  

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Occasionally, our customers file complaints or lawsuits against us alleging that we are responsible for some illness or injury they suffered at or after a visit to one of our locations, including actions seeking damages resulting from food-borne illness or accidents in our locations. We also could be subject to a variety of other claims from third parties arising in the ordinary course of our business, including contract claims.

 

Regardless of whether any claims against us are valid or whether we are liable, claims may be expensive to defend and may divert time and money away from our operations. In addition, they may generate negative publicity, which could reduce customer traffic and sales. Although we maintain what we believe to be adequate levels of insurance, insurance may not be available at all or in sufficient amounts to cover any liabilities with respect to these or other matters. A judgment or other liability in excess of our insurance coverage for any claims or any adverse publicity resulting from claims could harm our business.

 

New information or attitudes regarding diet and health or adverse opinions about the health effects of consuming our menu offerings, could affect consumer preferences and negatively impact our business, financial condition and results of operations.

 

Government regulation and consumer eating habits may impact our business as a result of changes in attitudes regarding diet and health or new information regarding the health effects of consuming our menu offerings. These changes have resulted in, and may continue to result in, the enactment of laws and regulations that impact the ingredients and nutritional content of our menu offerings, or laws and regulations requiring us to disclose the nutritional content of our food offerings.

 

We cannot make any assurances regarding our ability to effectively respond to changes in consumer health perceptions or our ability to successfully implement the nutrient content disclosure requirements and to adapt our menu offerings to trends in drinking and consumption habits.

 

Risks Related to Our Organizational Structure, this Offering and Ownership of Our Securities

 

Reborn Coffee, Inc. is a holding company.

 

Reborn Coffee, Inc. is a holding company, and has no independent means of generating revenue or cash flow, and its ability to pay taxes, operating expenses and dividends in the future, if any, will be dependent upon the financial results and cash flows of Reborn Global and Reborn Franchise. There is no limitation or restriction on the distribution of funds to Reborn Coffee, Inc. from its subsidiaries, which are closely operated by the same management as the holding company. In the event that the Company expands its franchise operations, franchise fees and the continued need for the franchisees to purchase product from Reborn Global are expected to ensure consistent cash flow from such franchisees, however we can make no assurance that this will be the case.

 

There is no existing market for our common stock and we do not know if one will develop. Even if a market does develop, the stock prices in the market may not exceed the offering price.

 

Prior to this offering, there has not been a public market for our securities or any of our equity interests. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market on the Nasdaq Capital Market, or how liquid that market may become. An active public market for our common stock may not develop or be sustained after the offering. If an active trading market does not develop or is not sustained, you may have difficulty selling any shares that you buy.

 

The public offering price for the shares of common stock will be determined by negotiations among us and the representative of the underwriters based upon several factors, including prevailing market conditions, our historical performance, estimates of our business potential and earnings prospects, and the market valuations of similar companies, and may not be indicative of prices that will prevail in the open market following this offering. The price at which our securities are traded after this offering may decline below the public offering price, meaning that you may experience a decrease in the value of your common stock regardless of our operating performance or prospects.

  

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You will experience immediate and substantial dilution in the net tangible book value of the shares of common stock you purchase in this offering.

 

The public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our common stock immediately after this offering. If you purchase shares of our common stock in this offering, you will suffer immediate dilution of $4.70 per share, representing the difference between the public offering price of $5.00 per share and our pro forma net tangible book value per share after giving effect to the sale of common stock in this offering at the public offering price of $5.00 per share. See “Dilution.”

 

Additional stock issuances could result in significant dilution to our stockholders and cause the trading price of our common stock to decline.

 

We may issue our capital stock or securities convertible into our capital stock from time to time in connection with a financing, acquisition, investments or otherwise. Additional issuances of our stock will result in dilution to existing holders of our stock. Any such issuances could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

 

The trading price of our securities may be volatile, and you could lose all or part of your investment.

 

Prior to this offering, there was no public market for shares of our securities. The public offering price of our securities will be determined through negotiation between us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our common stock following this offering. In addition, the trading price of our securities following this offering is likely to be volatile and could be subject to fluctuations in response to various factors, some of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our common stock as you might be unable to sell your shares at or above the price you paid in this offering. Factors that could cause fluctuations in the trading price of our common stock include the risk factors set forth in this section as well as the following:

 

  price and volume fluctuations in the overall stock market from time to time;

 

  volatility in the trading prices and trading volumes of small-cap stocks;
     
  changes in operating performance and stock market valuations of other small-cap companies generally, or those in our industry in particular;

 

  sales of shares of our common stock by us or our stockholders;

  

  failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
     
  changes in our financial, operating or other metrics, regardless of whether we consider those metrics as reflective of the current state or long-term prospects of our business, and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed or significantly exceed securities analyst expectations, particularly in light of the significant portion of our revenue derived from a limited number of customers;

 

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  announcements by us or our competitors of new products or services;
     
  the public’s reaction to our press releases, other public announcements, and filings with the SEC;
     
  rumors and market speculation involving us or other companies in our industry;
     
  actual or anticipated changes in our results of operations or fluctuations in our results of operations;
     
  actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;
     
  litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;
     
  actual or perceived privacy or data security incidents;
     
  developments or disputes concerning our intellectual property or other proprietary rights;
     
  announced or completed acquisitions of businesses, applications, products, services or technologies by us or our competitors;
     
  new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
     
  sales of our common stock by us or our stockholders, including the Selling Stockholders, in the future;
     
  changes in accounting standards, policies, guidelines, interpretations or principles;
     
  any significant change in our management; and
     
  general political and economic conditions and slow or negative growth of our markets.

 

In addition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

 

Future sales of shares of our common stock could depress the price of our securities.

 

Sales of a substantial number of shares of our common stock in the public market following the completion of this offering, or the perception that these redemptions, exchanges or sales might occur, could depress the market price of our securities and could impair our ability to raise capital through the sale of additional equity securities. Many of our existing equity holders have substantial unrecognized gains on the value of the equity they hold based upon the price of this offering, and therefore they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares.

  

Upon completion of this offering, an aggregate of 1,440,000 shares of common stock will be issued hereunder (assuming no exercise of the over-allotment option). We, our executive officers and directors, and certain stockholders have agreed, subject to certain exceptions, not to dispose of or hedge any shares of our common stock for the lock-up period following the date of this prospectus, except with certain underwriters’ prior written consent. See “Underwriting.”

 

Upon the expiration of the lock-up agreements described above, all such shares will be eligible for resale in the public market, subject, in the case of shares held by our affiliates, to volume, manner of sale, and other limitations under Rule 144.

 

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Our trading price and trading volume could decline if securities or industry analysts do not publish research about our business, or if they publish unfavorable research.

 

Equity research analysts do not currently provide coverage of our common stock, and we cannot assure that any equity research analysts will adequately provide research coverage of our common stock. A lack of adequate research coverage may harm the liquidity and trading price of our common stock. To the extent equity research analysts do provide research coverage of our common stock, we will not have any control over the content and opinions included in their reports. The trading price of our common stock could decline if one or more equity research analysts downgrade our stock or publish other unfavorable commentary or research. If one or more equity research analysts cease coverage of our company, or fail to regularly publish reports on us, the demand for our common stock could decrease, which in turn could cause our trading price or trading volume to decline.

 

We will incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies in the United States, which may harm our business.

 

As a public company listed in the United States, we will incur significant additional legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and the Nasdaq Capital Market, may increase legal and financial compliance costs and make some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased selling, general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts, we fail to comply with new laws, regulations, and standards, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

 

These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or our board committees or as executive officers. Our management and other personnel will devote a substantial amount of time to these compliance initiatives. As a result, management’s attention may be diverted from other business concerns, which could harm our business and operating results. We will need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.

 

Our management team and other personnel devote a substantial amount of time to new compliance initiatives and we may not successfully or efficiently manage our transition to a public company. To comply with the requirements of being a public company, including the Sarbanes-Oxley Act, we will need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which would require us to incur additional expenses and harm our results of operations.

 

Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events would also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of senior management.

 

We are an “emerging growth company,” and we intend to comply only with reduced disclosure requirements applicable to emerging growth companies. As a result, our securities could be less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act, and for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering (i.e., December 31, 2022), (b) in which we have total annual gross revenue of over $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock held by non-affiliates exceeds $700 million as of the prior September 30 and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We cannot predict if investors will find our securities less attractive if we choose to rely on these exemptions. If some investors find our securities less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock, and our trading price may be more volatile.

 

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General Risks

 

Our quarterly results may fluctuate significantly and may not meet our expectations or those of investors or securities analysts.

 

Our quarterly results of operations, including the levels of our revenue, deferred revenue, working capital, and cash flows, may vary significantly in the future, such that period-to-period comparisons of our results of operations may not be meaningful. Our quarterly financial results may fluctuate due to a variety of factors, many of which are outside of our control and may be difficult to predict, including, but not limited to:

 

  the level of demand for our products;
     
  our ability to grow or maintain our dollar-based net retention rate, expand usage within organizations, and sell subscriptions;
     
  the timing and success of new features, integrations, capabilities, and enhancements by us to our products, or by our competitors to their products, or any other changes in the competitive landscape of our market;
     
  our ability to achieve widespread acceptance and use of our products;
     
  errors in our forecasting of the demand for our products, which would lead to lower revenue, increased costs, or both;
     
  security breaches, technical difficulties, or interruptions to our systems;
     
  pricing pressure as a result of competition or otherwise;
     
  the continued ability to hire high quality and experienced talent in a fiercely competitive environment;
     
  the timing of the grant or vesting of equity awards to employees, directors, or consultants;
     
  declines in the values of foreign currencies relative to the U.S. dollar;
     
  changes in, and continuing uncertainty in relation to, the legislative or regulatory environment;
     
  legal and regulatory compliance costs in new and existing markets;
     
  costs and timing of expenses related to the potential acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;
     
  environmental matters, such as wildfires, and health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases or viruses;
     
  adverse litigation judgments, other dispute-related settlement payments, or other litigation-related costs; and
     
  general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability and their effects on beverage purchases.

  

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Any one or more of the factors above may result in significant fluctuations in our results of operations, which may negatively impact the trading price of our common stock. You should not rely on our past results as an indicator of our future performance.

 

Our outstanding indebtedness could materially adversely affect our financial condition and our ability to operate our business, pursue our growth strategy, and react to changes in the economy or industry.

 

As of December 31, 2021, we had $500,000 in principal amount outstanding under U.S. Small Business Administration Loan No. 7331917406 under its Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic, which we refer to as our EIDL Loan, $167,138 in principal outstanding under the Paycheck Protection Program Loan administered by the U.S. Small Business Administration, and $121,703 in principal outstanding under our loans with Square Capital, LLC and $15,989 in principal outstanding under our U.S. Bank equipment loan agreement. Additionally, we have certain related party outstanding indebtedness, described in more detail in the section entitled “Related Party Transactions”. In addition, subject to certain restrictions under our EIDL Loan, we may incur additional debt.

 

Our substantial debt could have important consequences to you, including the following:

 

  it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt, resulting in possible defaults on and acceleration of such indebtedness;
     
  our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired;
     
  a substantial portion of cash flow from operations may be dedicated to the payment of principal and interest on our debt, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other general corporate purposes;
     
  we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry are more limited;
     
  our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our level of debt; and
     
  our ability to borrow additional funds or to refinance debt may be limited.

 

 A failure to establish and maintain an effective system of disclosure controls and internal control over financial reporting, could adversely affect our ability to produce timely and accurate financial statements or comply with applicable regulations.

 

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of the Nasdaq Capital Market. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time consuming, and costly, and place significant strain on our personnel, systems, and resources.

 

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act, is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal controls over financial reporting. For example, as we have prepared to become a public company, we have worked to improve the controls around our key accounting processes and our quarterly close process. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and investments to strengthen our accounting systems.

  

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Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems, and controls to accommodate such changes. We have limited experience with implementing the systems and controls that will be necessary to operate as a public company, as well as adopting changes in accounting principles or interpretations mandated by the relevant regulatory bodies. Additionally, if these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

 

Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our consolidated financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the Nasdaq Capital Market. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we are required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

 

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could harm our business, results of operations, and financial condition and could cause a decline in the trading price of our common stock. Changes in tax laws or regulations could be enacted or existing tax laws or regulations could be applied to us or our customers in a manner that could increase the costs of our products and harm our business.

 

We will have broad discretion in the use of net proceeds from this offering and may invest or spend the proceeds in ways with which you do not agree and in ways that may not yield a return.

 

We cannot specify with any certainty the particular uses of the net proceeds that we will receive from this offering. Our management will have broad discretion over the use of net proceeds from this offering, including for any of the purposes described in “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Investors may not agree with our decisions, and our use of the proceeds may not yield any return on your investment. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our failure to apply the net proceeds of this offering effectively could impair our ability to pursue our growth strategy or could require us to raise additional capital.

  

We may engage in merger and acquisition activities, which would require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our business, results of operations, and financial condition.

 

As part of our business strategy to expand our product offerings and grow our business in response to changing technologies, customer demand, and competitive pressures, we have in the past and may in the future make investments or acquisitions in other companies, products or technologies. The identification of suitable acquisition candidates can be difficult, time-consuming, and costly, and we may not be able to complete acquisitions on favorable terms, if at all. These acquisitions may not ultimately strengthen our competitive position or achieve the goals of such acquisition, and any acquisitions we complete could be viewed negatively by customers or investors. We may encounter difficult or unforeseen expenditures in integrating an acquisition, particularly if we cannot retain the key personnel of the acquired company. In addition, if we fail to successfully integrate such acquisitions, or the assets, technologies or personnel associated with such acquisitions, into our company, the business and results of operations of the combined company would be adversely affected.

 

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Acquisitions may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, subject us to increased regulatory requirements, cause adverse tax consequences or unfavorable accounting treatment, expose us to claims and disputes by stockholders and third parties, and adversely impact our business, financial condition, and results of operations. We may not successfully evaluate or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges. We may have to pay cash for any such acquisition which would limit other potential uses for our cash. If we incur debt to fund any such acquisition, such debt may subject us to material restrictions in our ability to conduct our business, result in increased fixed obligations, and subject us to covenants or other restrictions that would decrease our operational flexibility and impede our ability to manage our operations. If we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders’ ownership would be diluted.

 

We may need additional capital, and we cannot be sure that additional financing will be available.

 

In the future, we may raise additional capital through additional equity or debt financings to support our business growth, to respond to business opportunities, challenges or unforeseen circumstances, or for other reasons. On an ongoing basis, we are evaluating sources of financing and may raise additional capital in the future. Our ability to obtain additional capital will depend on our development efforts, business plans, investor demand, operating performance, the condition of the capital markets, and other factors. We cannot assure you that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of existing stockholders, and existing stockholders may experience dilution. Further, if we are unable to obtain additional capital when required, or are unable to obtain additional capital on satisfactory terms, our ability to continue to support our business growth or to respond to business opportunities, challenges, or unforeseen circumstances would be adversely affected.

 

Our bylaws contain an exclusive forum provision, which could limit a stockholder’s ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

 

Our bylaws contain an exclusive forum provision providing that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors, officers, employees, agents or stockholders, (3) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or (4) any action asserting a claim that is governed by the internal affairs doctrine. However, the exclusive forum provision states that it shall not apply to actions arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934. In addition, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction, and our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

 

Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our bylaws. The exclusive forum provision, if enforced, may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits and which may increase an investor’s costs to bring a claim. Alternatively, if a court were to find the exclusive forum provision to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. For example, the Court of Chancery of the State of Delaware recently determined that a provision stating that U.S. federal district courts are the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act is not enforceable.

 

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Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholders to change our management or hinder efforts to acquire a controlling interest in us, and the market price of our common stock may be lower as a result.

 

There are provisions in our certificate of incorporation and bylaws that may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a change in control was considered favorable by our stockholders.

 

Our charter documents also contain other provisions that could have an anti-takeover effect, such as:

 

  permitting the board of directors to establish the number of directors and fill any vacancies and newly created directorships;
     
  providing that directors may only be removed pursuant to the provisions of Section 141(k) of the Delaware General Corporation Law;
     
  prohibiting cumulative voting for directors;
     
  requiring super-majority voting to amend some provisions in our bylaws;
     
  authorizing the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; and
     
  eliminating the ability of stockholders to call special meetings of stockholders.

 

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibit a person who owns 15% or more of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Any provision in our certificate of incorporation or our bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

 

We do not intend to pay dividends for the foreseeable future.

 

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors. Accordingly, stockholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

 

Catastrophic events may disrupt our business.

 

Labor discord or disruption, geopolitical events, social unrest, war, terrorism, political instability, acts of public violence, boycotts, hostilities and social unrest and other health pandemics that lead to avoidance of public places or cause people to stay at home could harm our business. Additionally, natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce, and the global economy, and thus could harm our business. In particular, the COVID-19 pandemic, including the reactions of governments, markets, and the general public, may result in a number of adverse consequences for our business, operations, and results of operations, many of which are beyond our control. In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, breaches of data security, and loss of critical data, all of which would harm our business, results of operations, and financial condition. In addition, the insurance we maintain would likely not be adequate to cover our losses resulting from disasters or other business interruptions.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “toward,” “will,” or “would,” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

 

  the COVID-19 pandemic, and governmental mandates and restrictions attributable thereto, and its impact on our business, operations, and the markets and communities in which we and our customers operate;
     
  our inability to successfully identify and secure appropriate sites and timely develop and expand our operations;
     
  sales of our common stock by us or our stockholders, including the Selling Stockholders, which may result in increased volatility in our stock price;
     
  our inability to protect our brand and reputation;
     
  our dependence on a small number of suppliers;
     
  our inability to protect against security breaches of confidential customer information;
     
  our expectations regarding our future operating and financial performance;
     
  the size of our addressable markets, market share, and market trends;
     
  our ability to compete in our industry;
     
  changes in consumer tastes and nutritional and dietary trends;
     
  our ability to effectively manage the continued growth of our workforce and operations;
     
  our inability to open profitable locations;
     
  our failure to generate projected same location sales growth;
     
  the sufficiency of our cash, cash equivalents, and investments to meet our liquidity needs;
     
  our dependence on long-term non-cancelable leases;
     
  our relationship with our employees and the status of our workers;
     
  our inability to maintain good relationships with our business partners;
     
  the effects of seasonal trends on our results of operations;
     
  our vulnerability to global financial market conditions, including the continuing effects from the recent recession;
     
  our ability to attract, retain, and motivate skilled personnel, including key members of our senior management;
     
  our vulnerability to adverse weather conditions in local or regional areas where our locations are located;
     
  the increased expenses associated with being a public company;
     
  our intended use of the net proceeds from this offering; and
     
  the other factors set forth under “Risk Factors” in this prospectus.

  

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We caution you that the foregoing list may not contain all the forward-looking statements made in this prospectus.

 

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this prospectus. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

 

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information, actual results, revised expectations or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

  

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ORGANIZATIONAL STRUCTURE

 

Incorporation of Reborn Coffee, Inc.

 

Reborn Coffee, Inc. was incorporated on July 31, 2015 in the State of Florida under the name La Veles Inc. La Veles Inc. mostly remained inactive and on February 8, 2017, we filed an amendment to our articles of incorporation to change the name of the Company to Capax Inc. On May 9, 2018, we filed a second amendment to our articles of incorporation to further change the name to Reborn Coffee, Inc. to reflect the reverse merger with Reborn Global when our Company acquired 100% of the equity in Reborn Global, in exchange for the issuance to the stockholders of Reborn Global of 95% ownership of our Company. On July 27, 2022, we migrated our Company from Florida to Delaware and have the same capitalization structure. Reborn today has the following wholly owned subsidiaries:

 

  Reborn Global Holdings, Inc., a California corporation incorporated on November 24, 2014. Reborn Global Holdings, Inc. is engaged in the operation of wholesale distribution and retail coffee locations in California to sell a variety of coffee, tea, Reborn brand name water and other beverages along with bakery and dessert products.
     
  Reborn Coffee Franchise, LLC (the “Reborn Coffee Franchise”), a California limited liability company formed in December, 2020 for purposes of serving as a franchisor to provide premier roaster specialty coffee to franchisees and other customers. Reborn Coffee Franchise is a wholly owned subsidiary of Reborn Coffee Inc. Reborn Coffee Franchise plans to establish and operate Reborn Coffee locations using one or more Reborn Coffee marks. Each future franchisee (of which, as of the date of this prospectus, we have none) would obtain a license and franchise to develop and operate a store under the strict compliance with terms of a franchise agreement. The specific rights the prospective franchisee would be granted is to develop, own, and/or operate franchisee’s Reborn Coffee locations. The non-refundable initial franchise fee is expected to be $20,000. In addition, the prospective franchisee would be required to pay the Company a royalty fee equal to 5% of the weekly gross sales of their respective store.

 

Pre-Offering Capitalization Restructuring and Migration

 

In anticipation of this offering, Reborn converted all Class B common stock to Class A common stock and, following such conversion, amended and restated our articles of incorporation to eliminate our Class B class of common stock (thereby eliminating our multi-class structure) and renamed our Class A common stock to “common stock.” All holders of our common stock vote as a single class on all matters presented to Reborn Coffee’s stockholders for their vote or approval. See the section entitled “Description of Securities” for more information. On July 27, 2022, we migrated our Company from Florida to Delaware and have the same capitalization structure.

  

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USE OF PROCEEDS

 

We estimate that the net proceeds we will receive from this offering will be approximately $6,162,000 based on a public offering price of $5.00 per share of common stock (assuming no exercise of the over-allotment option), after deducting the underwriting discounts and commissions of $288,000 and estimated offering expenses of $750,000 payable by us and excluding proceeds received from any exercise of the representative’s warrants.

 

We will not receive any of the proceeds from the sale of our common stock by the Selling Stockholders.

 

If the underwriters’ option to purchase additional shares of common stock in this offering from us is exercised in full, our net proceeds will be approximately $7,198,800 after deducting the underwriting discounts and commissions of $331,200 and estimated offering expenses of $750,000 payable by us and excluding proceeds received from any exercise of the representative’s warrants.

 

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock and facilitate our future access to the capital markets. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we receive from this offering. However, we currently intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures, opening new company-owned retail locations, as well as developing our franchise program. We estimate that the average development cost of a company-owned store location is $150,000, and therefore we anticipate that we will use approximately $3,000,000 of the proceeds of this offering to open 20 new company-owned retail locations. Even if we do not consummate this offering, we intend to open 10 new company-owned retail locations by the end of the second quarter of 2023 by raising the requisite funds (i.e., approximately $1,500,000) through private or public offerings, or a combination of both, although there is no guarantee that it will be successful in doing so. We may also use a portion of the net proceeds we receive from this offering to acquire complementary businesses, products, services, or technologies. However, we do not have agreements or commitments to enter into any acquisitions at this time. We will have broad discretion over how to use the net proceeds we receive from this offering.

 

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock and facilitate our future access to the public capital markets.

 

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DIVIDEND POLICY

 

We have never paid cash dividends on our common stock. Payment of dividends will be within the sole discretion of our board of directors and will depend, among other factors, upon our earnings, capital requirements and our operating and financial condition. Additionally, our board of directors may take into account general and economic conditions, our available cash and current and anticipated cash needs, contractual, legal, tax, and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. Further, under Delaware law, we may declare and pay dividends on our common stock either out of our surplus, as defined in the relevant Delaware statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. However, the Company is generally prohibited under Delaware law from making a distribution to stockholders to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities exceed the fair value of its assets.

 

Reborn Coffee is a holding company and has no material assets other than its ownership of its wholly owned subsidiaries. Any financing arrangements that we enter into in the future may include restrictive covenants that limit our ability to pay dividends.

 

Since our formation in January 2018, Reborn Coffee, Inc. has, upon board approval, issued Class A common stock and Class B common stock for dividends at par value $0.0001 per share to several individuals.

  

48

 

 

CAPITALIZATION

 

The following table sets forth our consolidated cash and cash equivalents and capitalization as of March 31, 2022:

 

  on an actual basis; and
     
 

 

 

 

 

on an adjusted basis giving effect to the sale and issuance of 1,440,000 shares of our common stock by us in this offering, at the public offering price of $5.00 per share and assuming that no representative’s warrants are exercised, no over-allotment option has been exercised, and after deducting estimated underwriting discounts and commissions of $288,000 and estimated offering expenses of $750,000 payable by us, and the application of the proceeds therefrom as described in “Use of Proceeds”.

    As of March 31, 2022  
    Actual    Pro forma- As Adjusted  
Cash   $ 183,191     $ 6,345,191  
                 
Debt (current and non-current):                
Bank notes payables     40,293       40,293  
Equipment loan payable     11,192       11,192  
Loan payable, PPP     167,138       167,138  
Loan payable, EIDL     500,000       500,000  
                 
Stockholders’ Equity                
Common Stock - $0.0001 par value; 40,000,000 authorized shares; 11,634,523 shares issued and outstanding; 13,074,523 pro forma as adjusted shares at March 31, 2022     1,163       1,307  
Preferred Stock - $0.0001 par value; 1,000,000 authorized shares; no shares issued and outstanding; 1,000,000 pro forma adjusted shares at March 31, 2022     -       -  
Additional paid-in capital     9,674,035       15,835,891  
Accumulated deficit     (9,042,016 )     (9,042,016 )
Stockholder’s equity     633,182       6,795,182  
                 
Total Capitalization   $ 1,351,805     $ 7,513,805  

 

You should read this table together with the other information contained in this prospectus, including “Organizational Structure,” “Use of Proceeds,” “Selected Historical and Pro Forma Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical financial statements and related notes thereto included elsewhere in this prospectus.

  

49

 

 

DILUTION

 

After giving effect to the issuance and sale of the shares of common stock offered in this offering and the application of the estimated net proceeds of the offering received by us (after deducting estimated underwriting discounts and commissions of $288,000 and estimated offering expenses of $750,000 payable by us), as described in “Use of Proceeds,” based upon a public offering price of $5.00 per share of common stock, and assuming that no representative’s warrants are exercised, our net tangible book value as of March 31, 2022 would have been approximately $3,889,376, or $0.30 per share of common stock. This represents an immediate increase in net tangible book value to our existing stockholders of $0.50 per share and an immediate dilution to new investors in this offering of $4.70 per share. The following table illustrates this dilution on a per share of common stock basis assuming the underwriters do not exercise their option to purchase additional shares of common stock:

 

Public offering price per share of common stock   $ 5.00  
Net tangible book value per share as of March 31, 2022   $ (0.20 )
Increase in net tangible book value per share attributable to new investors   $ 0.50  
         
Adjusted net tangible book value per share after this offering   $ 0.30  
         
Dilution per share to new investors   $ (4.70 )

 

The following table presents, as of March 31, 2022, the differences between the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by existing stockholders and by new investors purchasing common stock at the initial public offering price of $5.00 per share before deducting estimated underwriting discounts and commissions of $288,000 and estimated offering expenses of $750,000 payable by us and assuming no exercise of the over-allotment option.

 

    Shares purchased     Total Consideration     Average
Price per
 
    Number     Percent     Amount     Percent     share  
                               
Existing stockholders     11,634,523       88.99 %   $ 8,975,199       55.49 %   $ 0.77  
New investors     1,440,000       11.01 %   $ 7,2000,000       44.51 %   $ 5.0  
Total     13,074,523       100 %   $ 16,175,199       100.0 %   $ 1.24  

 

The dilution information above is for illustrative purposes only. Our net tangible book value following the consummation of this offering is subject to adjustment based on the actual public offering price of our shares of common stock and other terms of this offering determined at pricing.

  

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HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

 

The following tables present the selected historical consolidated financial data for the Company and its subsidiaries and the selected pro forma combined and consolidated financial data for Reborn Coffee, Inc. for the periods and at the dates indicated.

 

Reborn Coffee is a holding company, and its sole material asset is a controlling equity interest in Reborn Global and its wholly owned subsidiary Reborn Coffee Franchise. Reborn Coffee will operate and control all the business and affairs of Reborn Global and, through Reborn Global and its subsidiaries, conduct our business. The selected historical consolidated statements of income data and selected historical consolidated statements of cash flows data presented below for the years ended December 31, 2021 and 2020 and the selected historical consolidated balance sheet data presented below as of December 31, 2021 and 2020 have been derived from the historical consolidated financial statements of Reborn Coffee, Inc. included elsewhere in this prospectus. The selected historical consolidated financial information of Reborn Coffee as of March 31, 2022 and for the three-month periods ended March 31, 2022 and 2021 was derived from the unaudited historical consolidated financial statements of Reborn Coffee included elsewhere in this prospectus. The unaudited historical consolidated financial statements of Reborn Coffee have been prepared on the same basis as the audited historical consolidated financial statements and, in our opinion, have included all adjustments, which include normal recurring adjustments, necessary to present fairly in all material respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the full year.

 

The selected historical consolidated financial and other data of Reborn Coffee has not been presented because Reborn Coffee, Inc. is a newly incorporated entity, has had no business transactions or activities to date, and had no assets or liabilities during the periods presented in this section.

 

Historical results are not necessarily indicative of the results expected for any future period. You should read the selected historical consolidated financial data below, together with our audited consolidated financial statements and related notes thereto, the audited consolidated financial statements of Reborn and related notes thereto and our unaudited consolidated financial statements and related notes thereto, each included elsewhere in this prospectus, as well as “Organizational Structure,” “Selected Historical and Pro Forma Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the other information appearing elsewhere in this prospectus.

 

Historical Consolidated Statements of Operations Data:

 

   Year Ended
December 31,
   Three-Months Ended
March 31,
 
   2021   2020   2022   2021 
Net revenues:                
Stores  $2,204,201   $759,644   $735,996   $375,961 
Wholesale and online   75,871    33,444    17,154    12,968 
Total net revenues   2,280,072    793,088    753,150    388,929 
Operating costs and expenses:                    
Product, food and drink costs—stores   821,713    321,244    284,954    134,696 
Labor expenses   1,550,041    636,832    534,496    238,168 
Occupancy expenses—stores   552,069    256,016    176,184    91,905 
Utilities costs   69,674    29,612    19,870    15,953 
Cost of sales—wholesale and online   33,231    14,650    7,513    5,680 
Rent—corporate   97,824    97,824    24,949    24,456 
General and administrative   1,544,501    371,461    231,382    164,030 
Depreciation   174,696    121,905    49,134    36,129 
Total operating costs and expenses   4,843,749    1,849,544    1,328,482    711,017 
Loss from operations   (2,563,677)   (1,056,456)   (575,332)   (322,088)
Other income (expense):                    
Other income   7,631    -    15,000    - 
Economy injury disaster loan (EIDL) grant income   -    10,000    -    - 
Paycheck protection program (PPP) loan forgiven income   115,000    -    -    - 
Interest expense   (16,172)   (21,510)   (4,780)   (5,391)
Loss on extinguishment of debt   (982,383)   -    -    - 
Total other expense   (875,924)   (11,510)   10,220    (5,391)
Loss before income taxes   (3,439,601)   (1,067,966)   (565,112)   (327,479)
Provision for income taxes   800    800    -    - 
Net loss  $(3,440,401)  $(1,068,766)  $(565,112)  $(327,479)
Deemed dividend on make-whole provision   -    (206,147)   -    - 
Net loss attributable to common shareholders  $(3,440,401)  $(1,274,913)  $(565,112)  $(327,479)
                     
Earnings (loss) per share:                    
Basic and diluted  $(0.32)  $(0.19)  $(0.05)  $(0.03)
                     
Weighted average number of common shares outstanding:                    
Basic and diluted   10,889,791    6,889,510    11,634,523    10,547,204 

 

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Consolidated Balance Sheet Data:

 

   As of
December 31,
   As of
March 31,
 
   2021   2020   2022 
             
Cash and cash equivalents  $905,051   $128,568   $183,191 
Total assets  $4,763,529   $1,975,961   $4,595,375 
Total liabilities  $3,565,234   $2,728,357   $3,962,192 
Total stockholders' equity (deficit)  $1,198,295   $(752,396)  $633,183 

 

Other Financial and Operating Data:

 

    Years ended
December 31,
    Three months ended
March 31,
 
    2021     2020     2022     2021  
Key Financial and Operational Metrics:                                
Locations at the end of period     7       3       8       2  
Average unit volumes(1)   $ 445,333     $ 316,493       N/A       N/A  
Comparable location sales growth(2)     40.7 %     27.1 %     N/A       N/A  
Operating income     (2,563,677 )     (1,056,456 )     (575,332 )     (322,088 )
Operating profit margin     -112.4 %     -133.2 %     -76.4 %     -82.8 %
Shop-level Contribution(3)     86,818       (125,602 )     15,215       29,558  
Shop-level Contribution margin(3)     3.8 %     -15.8 %     2.0 %     7.6 %
EBITDA(3)     (3,248,733 )     (924,551 )     (511,198 )     (285,959 )
Adjusted EBITDA(3)     (2,388,981 )     (914,551 )     (526,198 )     (285,959 )
as a percentage of sales     -104.8 %     -115.3 %     -69.9 %     -82.8 %

 

(1) Average Unit Volumes (AUVs) consist of the average annual sales of all locations that have been open for the entirety of the fiscal year presented. AUVs are calculated by dividing (x) annual sales for the fiscal year presented for all such locations by (y) the total number of locations in that base. Since AUVs are calculated based on annual sales for the fiscal year presented, they are not shown on an interim basis for the three-months ended March 31, 2021 and 2022. See “Additional Financial Measures and Other Data” for the definition of AUVs.
   
(2) Comparable location sales growth represents the change in year-over-year sales for locations open for at least 3 months prior to the start of the accounting period presented, including those temporarily closed for renovations during the year. We utilize the Average Unit Volume, or AUV, metric to measure this for annual periods. Since AUVs are not calculated and disclosed for the interim periods presented, comparable location sales growth is not shown on an interim basis for the three-months ended March 31, 2021 and 2022.
   
(3) EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin are intended as supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. We are presenting EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin because we believe that they provide useful information to management and investors regarding certain financial and business trends relating to our financial condition and operating results. Additionally, we present Shop-level Contribution because it excludes the impact of general and administrative expenses which are not incurred at the shop-level. We also use Shop-level Contribution to measure operating performance and returns from opening new locations.

 

Adjusted EBITDA Reconciliation:

 

EBITDA is calculated as net income before interest expense, provision (benefit) for income taxes and depreciation and amortization. Adjusted EBITDA further adjusts EBITDA to reflect the additions and eliminations described in the table below. Shop-level Contribution represents operating income plus depreciation and amortization, stock-based compensation expense, pre-opening rent expense, pre-opening costs, non-cash rent expense, asset disposals, closure costs and location impairments, general and administrative expenses, less corporate-level stock-based compensation expense. Shop-level Contribution margin is defined as Shop-level Contribution divided by sales.

 

We believe that the use of EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with those of comparable companies, which may present similar non-GAAP financial measures to investors. However, you should be aware that Shop-level Contribution and Shop-level Contribution margin are financial measures which are not indicative of overall results for the Company, and Shop-level Contribution and Shop-level Contribution margin do not accrue directly to the benefit of stockholders because of corporate-level expenses excluded from such measures. In addition, you should be aware when evaluating EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin that in the future we may incur expenses similar to those excluded when calculating these measures. Our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Our computation of EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin may not be comparable to other similarly titled measures computed by other companies, because all companies may not calculate EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin in the same fashion.

 

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Because of these limitations, EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin on a supplemental basis. Our management recognizes that EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin have limitations as analytical financial measures, including the following:

 

  EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin do not reflect our capital expenditures or future requirements for capital expenditures;
     
  EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin do not reflect interest expense or the cash requirements necessary to service interest or principal payments associated with our indebtedness;
     
  EBITDA, Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin do not reflect depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, and do not reflect cash requirements for such replacements;
     
  Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin do not reflect the costs of stock-based compensation expense, and asset disposals, closure costs and location impairments;
     
  Adjusted EBITDA, Shop-level Contribution and Shop-level Contribution margin do not reflect changes in, or cash requirements for, our working capital needs; and
     
  other companies in our industry may calculate these measures differently, limiting their usefulness as comparative measures.

 

A reconciliation of net income to EBITDA and Adjusted EBITDA is provided below:

 

   Years ended
December 31,
   Three months ended
March 31,
 
   2021   2020   2022   2021 
                 
Total net revenue, as reported  $2,280,072   $793,088   $753,150   $388,929 
Loss from operations, as reported  $(2,563,677)  $(1,056,456)  $(575,332)  $(322,088)
Operating margin   -112.4%   -133.2%   -76.4%   -82.8%
                     
Net loss, as reported  $(3,440,401)  $(1,068,766)  $(565,112)  $(327,479)
Interest, net   16,172    21,510    4,780    5,391 
Taxes   800    800    -    - 
Depreciation and amortization   174,696    121,905    49,134    36,129 
EBITDA   (3,248,733)   (924,551)   (511,198)   (285,959)
Other income   (7,631)        (15,000)     
Loss on extinguishment of debt   982,383    -    -    - 
PPP loan forgiveness   (115,000)   -    -    - 
Economy injury disaster loan (EIDL) grant income   -    (10,000)   -    - 
Adjusted EBITDA  $(2,388,981)  $(914,551)  $(526,198)  $(285,959)
Adjusted EBITDA margin   -104.8%  $-115.3%   -69.9%   -73.5%

 

The following table presents a reconciliation of operating income to Shop-level Contribution:

 

   Years ended
December 31,
   Three months ended
March 31,
 
   2021   2020   2022   2021 
                 
Operating loss, as reported  $(2,563,677)  $(1,056,456)  $(575,332)  $(322,088)
Payroll and benefits - Corporate   826,738    339,664    285,082    127,031 
Rent - Corporate   97,824    97,824    24,949    24,456 
General and administrative expenses   1,551,237    371,461    231,382    164,030 
Fully-burdened gross profit  $(87,878)  $(247,507)  $(33,919)  $(6,571)
Depreciation and amortization   174,696    121,905    49,134    36,129 
Shop-level Contribution  $86,818   $(125,602)  $15,215   $29,558 
Operating profit margin   -112.4%   -133.2%   -76.4%   -82.8%
Shop-level Contribution margin   3.8%   -15.8%   2.0%   7.6%

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

 

You should review the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

Business

 

Reborn Coffee is focused on serving high quality, specialty-roasted coffee at retail locations, kiosks and cafes. We are an innovative company that strives for constant improvement in the coffee experience through exploration of new technology and premier service, guided by traditional brewing techniques. We believe Reborn differentiates itself from other coffee roasters through its innovative techniques, including sourcing, washing, roasting, and brewing our coffee beans with a balance of precision and craft.

 

Founded in 2015 by Jay Kim, our Chief Executive Officer, Mr. Kim and his team launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water. We currently serve customers through our retail store locations in California: Brea, La Crescenta, Glendale, Corona Del Mar, Arcadia, Laguna Woods, Riverside, San Francisco and Manhattan Beach, with Huntington Beach in development. Additionally, we expect to begin franchising in 2022 and expect to continue to develop additional retail locations as we expand outside of California. We estimate that the average development cost of a company-owned retail location is approximately $150,000. Therefore, taking into account the proceeds from this offering and within a year from its completion, we expect to open up to 20 company-owned retail locations (using approximately $3,000,000 of the proceeds of this offering) and 20 franchise locations (all costs and expenses associated with a franchise store location development are borne by the franchisees). We acknowledge that we have not yet signed any franchise agreements and that such number of franchise locations is purely speculative. Even if we do not consummate this offering, we intend to open 10 new company-owned retail locations by the end of the second quarter of 2023 by raising the requisite funds (i.e., approximately $1,500,000) through private or public offerings, or a combination of both, although there is no guarantee that it will be successful in doing so. Reborn Coffee continues to elevate the high-end coffee experience and we received 1st place traditional still in “America’s Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles.

 

The Experience, Reborn

 

As leading pioneers of the emerging “Fourth Wave” movement, Reborn Coffee is redefining specialty coffee as an experience that demands much more than premium quality. We consider ourselves leaders of the “fourth wave” coffee movement because we are constantly developing our bean processing methods, researching design concepts, and reinventing new ways of drinking coffee. For instance, the current transition from the K-Cup trend to the pour over drip concept allowed us to reinvent the way people consume coffee, by merging convenience and quality. We took the pour over drip concept and made it available and affordable to the public through our Reborn Coffee Pour Over packs. Our Pour Over Packs allow our consumers to consume our specialty coffee outdoors and on-the-go.

 

Our success in innovating within the “fourth wave” coffee movement is measured by our success in B2B sales with our introduction of Reborn Coffee Pour Over Packs to hotels. With the introduction of our Pour Over Packs to major hotels (including one hotel company with 7 locations), our B2B sales increased as these companies recognized the convenience and functionality our Pour Over Packs serve to their customers.

 

Reborn Coffee’s continuous Research and Development is essential to developing new parameters in the production of new blends. Our 1st place position in “America’s Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles is a testament to the way we believe we lead the “fourth wave” movement by example.

 

Centered around its core values of service, trust, and well-being, Reborn Coffee delivers an appreciation of coffee as both a science and an art. Developing innovative processes such as washing green coffee beans with magnetized water, we challenge traditional preparation methods by focusing on the relationship between water chemistry, health, and flavor profile. Leading research studies, testing brewing equipment, and refining roasting/brewing methods to a specific, Reborn Coffee proactively distinguishes exceptional quality from good quality by starting at the foundation and paying attention to the details. Our mission places an equal emphasis on humanizing the coffee experience, delivering a fresh take on “farm-to-table” by sourcing internationally. In this way, Reborn Coffee creates opportunities to develop transparency by paying homage to origin stories and spark new conversations by building cross-cultural communities united by a passion for the finest coffee.

 

Through a broad product offering, Reborn Coffee provides customers with a wide variety of beverages and coffee options. As a result, we believe we can capture share of any experience where customers seek to consume great beverages whether in our inviting store atmospheres which are designed for comfort, or on the go through our pour over packs, or at home with our whole bean ground coffee bags. We believe that the retail coffee market in the US is large and growing. According to IBIS, in 2021, the retail market for coffee in the United States is expected to be $46.2 billion. This is expected to grow due to a shift in consumer preferences to premium coffee, including specialized blends, espresso-based beverages, and cold brew options. Reborn aims to capture a growing portion of the market as we expand and increase consumer awareness of our brand.

 

Plan of Operation

 

We have a production and distribution center at our headquarters that we use to process and roast coffee for wholesale and retail distribution.

 

Currently, we have the following 9 retail coffee locations, and one in development (i.e., Huntington Beach, California):

 

  La Floresta Shopping Village in Brea, California;
     
  La Crescenta, California;

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  Glendale Galleria in Glendale, California;
     
  Galleria at Tyler in Riverside, California;
     
  Home Depot Center in Laguna Woods, California;
     
  Stonestown Galleria in San Francisco, California (opened in first quarter of 2022);
     
  Corona Del Mar, California;
     
  Santa Anita Westfield Mall in Arcadia, California; and
     
  Manhattan Village at Manhattan Beach, California.

 

Liquidity and Capital Resources

 

We have a history of operating losses and negative cash flow. We have incurred recurring net losses, including net losses from operations before income taxes of $565,000 and $327,000 for the three-month periods ended March 31, 2022 and 2021, respectively, and $3.4 million and $1.1 million in 2021 and 2020, respectively. We used $486,000 and $335,000 for the three-month periods ended March 31, 2022 and 2021, respectively, and $1.9 million and $0.9 million of cash for operating activities during 2021 and 2020, respectively.

 

To support our existing and planned business model, we will need to raise additional capital to fund our future operations. Currently, we have no written or oral communication from stockholders, directors or any officers to provide us any forms of cash advances, loans or sources of liquidity to meet our working capital needs or long-term or short-term financial needs.

 

Our cash needs will depend on numerous factors, including our revenues, completion of our product development activities, customer and market acceptance of our product, and our ability to reduce and control costs. We expect to devote substantial capital resources to, among other things, fund operations and continue development plans. For example, we estimate that the average development cost of a company-owned retail location is approximately $150,000. Therefore, taking into account the proceeds from this offering and within a year from its completion, we expect to open up to 20 company-owned retail locations (using approximately $3,000,000 of the proceeds of this offering) and 20 franchise locations (all costs and expenses associated with a franchise store location development are borne by the franchisees). We acknowledge that we have not yet signed any franchise agreements and that such number of franchise locations is purely speculative. Even if we do not consummate this offering, we intend to open 10 new company-owned retail locations by the end of the second quarter of 2023 by raising the requisite funds (i.e., approximately $1,500,000) through private or public offerings, or a combination of both, although there is no guarantee that it will be successful in doing so. If we are unable to secure such additional financing, it will have a material adverse effect on our business and we may have to limit operations. If additional funds are raised through the issuance of equity securities or convertible debt securities, it will be dilutive to our stockholders and could result in a decrease in our stock price.

 

From June 4, 2021 to December 20, 2021, the Company generated $2,826,450 of proceeds from its Regulation A offering pursuant to a circular on Form 1-A (File No. 024-11518). The Company terminated making offers and sales pursuant to the Regulation A offering on December 20, 2021.

 

We have funded our operations primarily with proceeds from private offerings of our common stock and secured and unsecured debt instruments. As of March 31, 2022, we had $183,191 in cash and cash equivalents, which we expect will be sufficient to carry on our operations for the next twelve months. If additional capital does not become available from the proceeds of this offering or from other sources, we will be able to continue operations since we anticipate our monthly revenue of approximately $180,000 and monthly expenses of approximately $120,000 in the next few months. Thus with available cash on hand and positive cash flows from our current operations we believe we may be able to continue operations for twelve months. This expectation anticipates a necessary reduction in the increased level of administrative expenses we have experienced in the past, which have been a significant reason for historical losses and negative operating cash flow. These expenses have been incurred related to expansion plans and enhancing a corporate infrastructure in preparation for public offering. Should capital not be available, it may become necessary to modify these efforts to restrict expenditures. There can be no assurance that such additional capital will be available.

 

Our history of operating losses and cash uses, our projections of the level of cash that will be required for our operations to reach profitability, the terms of the private placement transactions that we completed in the past, and any restricted availability of credit, may impair our ability to raise capital on terms that we consider reasonable and at the levels that we will require over the coming months. We cannot provide any assurances that we will be able to secure additional funding from public or private offerings on terms acceptable to us, if at all. If we are unable to obtain the requisite amount of financing needed to fund our planned operations, it would have a material adverse effect on our business and ability to continue as a going concern.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with GAAP.

 

Critical Accounting Policies

 

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this prospectus.

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Recent Accounting Pronouncements

 

We have determined that all other issued, but not yet effective accounting pronouncements are inapplicable or insignificant to us and once adopted are not expected to have a material impact on our financial position.

 

Impact of COVID-19

 

The COVID-19 pandemic and resulting disruptions including, without limitation, governmental lockdown mandates and restrictions, made 2020 a challenging year for businesses, particularly in the foodservice and restaurant industries. Reborn Coffee took immediate action to protect the health and safety of our employees and customers including the implementation of all operating protocols dictated by state and local guidelines and instituting strict health and safety practices. Fortunately, we did not experience any significant disruptions in our supply chain operations.

 

Despite efforts to ensure a safe consumer experience, we did experience repressed customer flow through periods when malls and shopping centers were restricted or closed entirely due to governmental lockdown mandates and restrictions. Our current retail locations are within popular shopping areas with anticipated regular customer traffic. Such closures or limitations and restrictions were at times mandated the government, and at other times due to natural customer uncertainties regarding the status of COVID-19. Such restrictions and uncertainties not only impacted anticipated revenues from current locations, but added additional risk to us related to the opening of new locations. Thus, the uncertainty regarding the scope and longevity of such restrictions modified our plans as to how quickly we could enact our expansion plans.

 

More specifically, COVID-19 has challenged our performance at our kiosk locations, though our cafe locations have improved in performance. Shopping mall restrictions and mandates during the pandemic made it difficult for our kiosks to operate at maximum performance, as indoor restrictions of shopping malls affected the way we had to operate business. For instance, we had to offer only to-go/pickup operations to operate while meeting regulations. We have learned how to move forward aggressively despite such regulations and mandates, doing what we can to serve the coffee we are so proud to serve, whether this means offering to-go orders only or working with delivery services.

 

In May 2020, the Company availed itself of a loan under the Paycheck Protection Program (PPP) administered by the U.S. Small Business Administration (SBA) in the amount of $115,000, and $500,000 under the SBA’s Economic Injury Disaster Loan assistance program, all of which is currently outstanding as of December 31, 2021, provided however that repayment was deferred to commence in May 2022. In February 2021, the Company secured a second PPP loan under this program in the amount of approximately $167,000. The Company was granted forgiveness for the initial PPP Loan prior to December 31, 2021 and expects to be granted forgiveness on the remainder subsequently.

 

In January 2022 we announced a price increase of our whole roasted beans by 15% on our website which we attribute to increases due to inflation in the cost of raw green coffee beans, the cost of shipping and supplies, and nationwide increases in labor costs-- factors that may or may not be attributable to the pandemic and/or the governmental policies and mandates that were implemented during and in the wake of COVID-19. As of the date hereof and in January 2022 at the time of our price increase, inflation has not had a material effect on our results of operations since we have been able to offset such increased costs by increasing the price of our whole roasted beans by 15% in January 2022, through increased sales and growth in opening 2 new company-owned retail locations, better lease terms on such new company-owned retail locations, more efficient purchasing practices (e.g., volume purchase discounts), productivity improvements and greater economies of scale. Severe increases in inflation, however, could affect the global and U.S. economies and could have a materially adverse impact on our business, financial condition or results of operations.

 

We do not expect COVID-19 to affect our future operating results significantly, as we are confident that coffee is an essential product that people rely on and will always drink. We intend to meet all governmental business operation regulations and improve sales by whatever means necessary, utilizing resources such as food delivery services and to-go/pickup orders. However, the impact of COVID-19 continues to evolve, and we cannot easily predict the future potential impacts of the pandemic on our business or operations or on the United States or global economy in general. This may include any recurrence of the disease, actions taken in response to the evolving pandemic, any ongoing effects on consumer demand and spending patterns or other impacts of the pandemic. Whether these or other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations, cash flows or financial condition is yet to be determined. For additional details regarding the impact of COVID-19 on our business, see “Risk Factors-Risks Related to Our Business-Pandemics or disease outbreaks such as the COVID-19 have had, and may continue to have, an effect on our business and results of operations.”

 

Key Performance Indicators and Non-GAAP Financial Measures

 

To evaluate our business effectively and make the best decisions for Reborn Coffee’s future, we focus on a variety of key performance indicators and financial measures. These measures include EBITDA and Adjusted EBITDA.

 

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important measures used by our management for financial and operational decision making. We are presenting these non-GAAP financial measures to assist investors in seeing our financial performance using a management view and because we believe that these measures provide an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

  

See our reconciliation of non-GAAP measures, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, and Shop-Level contribution margin under the Section herein entitled “Historical Consolidated Financial and Other Data”.

 

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Average Unit Volumes (AUVs)

 

“Average Unit Volumes” or “AUVs” consist of the average annual sales of all locations that have been open for the entirety of the fiscal year presented. AUVs are calculated by dividing (x) annual sales for the fiscal year presented for all such locations by (y) the total number of locations in that base. This measurement allows management to assess changes in consumer spending patterns at our locations and the overall performance of our location base.

 

The following table shows the AUVs for the fiscal years for the fiscal years ended December 31, 2021 and 2020, respectively:

 

   Years ended
December 31,
 
   2021   2020 
Average Unit Volumes  $445,333   $316,493 

  

Comparable Location Sales Growth

 

Measuring our comparable location sales growth allows us to evaluate the performance of our existing shop location base. We utilize the Average Unit Volume, or AUV, metric to measure this. Various factors impact comparable restaurant sales, including:

 

  consumer recognition of our brand and our ability to respond to changing consumer preferences;
     
  overall economic trends, particularly those related to consumer spending;
     
  our ability to operate restaurants effectively and efficiently to meet consumer expectations;
     
  pricing;
     
  guest traffic;
     
  per-guest spend and average check;
     
  marketing and promotional efforts;
     
  local competition; and
     
  opening of new restaurants in the vicinity of existing locations.

 

The following table shows the comparable location sales growth for the fiscal years ended December 31, 2021 and December 31, 2020, respectively

 

   Years ended
December 31,
 
   2021   2020 
         
Comparable location AUV growth (%)   40.7%   27.1%
Comparable location base   2    2 

 

Components of Our Results of Operations

 

Revenue

 

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The Company’s net revenue primarily consists of revenues from its retail locations and wholesale and online store. Accordingly, the Company recognizes revenue as follows:

 

  Retail Store Revenue
     
    Retail store revenues are recognized when payment is tendered at the point of sale. Retail store revenues are reported net of sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities. Sales taxes that are payable are recorded as accrued as other current liabilities. Retail store revenue makes up approximately 97% of the Company’s total revenue.
     
  Wholesale and Online Revenue
     
    Wholesale and online revenues are recognized when the products are delivered, and title passes to customers or to the wholesale distributors. When customers pick up products at the Company’s warehouse, or distributed to the wholesale distributors, the title passes, and revenue is recognized. Wholesale revenues make up approximately 3% of the Company’s total revenue.

  

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  Royalties and Other Fees
     
    Franchise revenues consist of royalty fee and other franchise fees. Royalty fee is based on a percentage of franchisee’s weekly gross sales revenue at 5%. The Company recognizes the fee as the underlying sales occur. The Company recorded revenue from royalty of $0 for the year ended December 31, 2021. Other fees are earned as incurred and the Company did not have any other fee revenue for the year ended December 31, 2021.

 

Cost of Sales

 

Cost of sales includes costs associated with generating revenue within our company-owned retail locations, and franchising operations (of which, as of the date of this prospectus, we had none).

 

Shipping and Handling Costs

 

The Company incurred freight out cost and is included in the Company’s cost of sale.

 

General and Administrative Expense

 

General and administrative expense includes store-related expense as well as the Company’s corporate headquarters’ expenses.

 

Advertising Expense

 

Advertising expense are expensed as incurred. Advertising expenses amounted to $82,351 and $73,282 for the years ended December 31, 2021 and 2020, respectively, and is recorded under general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

 

Pre-opening Costs

 

Pre-opening costs for new stores, which are not material, consist primarily of payroll and recruiting expense, training, marketing, rent, travel, and supplies, and are expensed as incurred depreciated over the shorter of the useful life of the improvement or the lease term, including renewal periods that are reasonably assured.

 

Results of Operations

 

Three months ended March 31, 2021 Compared to Three months ended March 31, 2022

 

The following table presents selected comparative results of operations from our unaudited financial statements for the three months ended March 31, 2022 compared to three months ended March 31, 2021. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding.

 

   Three Months Ended
March 31,
   Increase / (Decrease) 
   2022   2021   Dollars   Percentage 
Net revenues:                
Stores  $735,996   $375,961   $360,035    95.8%
Wholesale and online   17,154    12,968    4,186    32.3%
Total net revenues   753,150    388,929    364,221    93.6%
Operating costs and expenses:                    
Product, food and drink costs—stores   284,954    134,696    150,258    111.6%
Labor expenses   534,496    238,168    296,328    124.4%
Occupancy expenses—stores   176,184    91,905    84,279    91.7%
Utilities costs   19,870    15,953    3,917    24.6%
Cost of sales—wholesale and online   7,513    5,860    1,833    32.3%
Rent—corporate   24,949    24,456    493    2.0%
General and administrative   231,382    164,030    67,352    41.1%
Depreciation   49,134    36,129    13,005    36.0%
Total operating costs and expenses   1,328,482    711,017    617,465    86.8%
Loss from operations   (575,332)   (322,088)   (253,244)   78.6%
Other income (expense):                    
Other income   15,000    -    15,000    N/A 
Interest expense   (4,780)   (5,391)   611    -11.3%
Total other expense   10,220    (5,391)   15,611    -289.6%
Loss before income taxes   (565,112)   (327,479)   (237,633)   72.6%
Provision for income taxes   -    -    -    0.0%
Net loss  $(565,112)  $(327,479)  $(237,633)   72.6%

 

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   Three Months Ended
March 31,
 
   2022   2021 
Net revenues:        
Stores   97.7%   96.7%
Wholesale and online   2.3%   3.3%
Total net revenues   100.0%   100.0%
Operating costs and expenses:          
Product, food and drink costs—stores   37.8%   34.6%
Labor expenses   71.0%   61.2%
Occupancy expenses—stores   23.4%   23.6%
Utilities costs   2.6%   4.1%
Cost of sales—wholesale and online   1.0%   1.5%
Rent—corporate   3.3%   6.3%
General and administrative   30.7%   42.2%
Depreciation   6.5%   9.3%
Total operating costs and expenses   176.4%   182.8%
Loss from operations   -76.4%   -82.8%
Other income (expense):          
Other income   2.0%   0.0%
Interest expense   -0.6%   -1.4%
Total other expense   1.4%   -1.4%
Loss before income taxes   -75.0%   -84.2%
Provision for income taxes   0.0%   0.0%
Net loss   -75.0%   -84.2%

 

Revenues. Revenues were approximately $753,000 for the three-month period ended March 31, 2022 compared to $389,000 for the comparable period in 2021, representing an increase of $364,000, or 93.6%. The increase in sales for the period was primarily driven by the opening of the Corona Del Mar, Laguna Woods, Riverside and Santa Anita locations during 2021, and to the continued focus on marketing efforts to grow brand recognition. New locations accounted for approximately $208,000 of the increase. The four locations that were open through both of these periods each experienced significant sales increases for the period, accounting for approximately another $70,000 of the increase. Combined average monthly sales for these locations increased 16.9% for the three-month period ended March 31, 2022 from the comparable period in 2021.

 

Product, food and drink costs. Product, food and drink costs were approximately $285,000 for the three-month period ended March 31, 2022 compared to $135,000 for the comparable period in 2021, representing an increase of approximately $150,000, or 111.6%. The increase in costs for the year was partially driven by the opening of new locations and the overall increase in sales for the year. Product costs related to new locations were approximately $83,000, while increases in sales attributable to existing locations amounted to approximately $60,000 of additional increases in product costs. As a percentage of revenues, product, food and drink costs increased to 37.8% in the three-month period ended March 31, 2022 compared to 34.6% in the comparable period in 2021. The increase in costs as a percentage of sales was primarily driven by general inflationary pressures and the seasonal fluctuations in cost of ingredients. We monitor these fluctuations in product costs to analyze whether they are considered to be representative of general economic conditions, such as inflation, or to be related to commodity specific changes. For example, green bean suppliers raised pricing by 15 to 20% throughout 2021, higher than the overall rate of inflation, however it has been more stable recently and even decreasing slightly in the second quarter of 2022.

 

Labor. Labor and related costs were approximately $534,000 for the three-month period ended March 31, 2022 compared to $238,000 for the comparable period in 2021, representing an increase of approximately $296,000, or 124.4%. The increase in costs was largely driven by additional labor costs incurred with respect to four new locations opened, comprising approximately $151,000 of the increase in labor and related costs. Remaining increases were driven by increasing costs of attracting new hires in existing locations. As a percentage of sales, labor and related costs increased to 71.0% in the three-month period ended March 31, 2022 compared to 61.2% in the comparable period in 2021. The increase in costs as a percentage of sales was primarily driven by the increasing costs of attracting new hires and the timing of hiring staffs for new locations compared to when operations commenced.

 

Occupancy expenses-stores. Occupancy expenses were approximately $176,000 for the three-month period ended March 31, 2022 compared to $92,000 for the comparable period in 2021, representing an increase of approximately $84,000, or 91.7%. The increase was the result of opening four new locations. As a percentage of sales, occupancy expenses decreased to 23.4% in the three-month period ended March 31, 2022, compared to 23.6% for the comparable period in 2021. The decrease in costs as a percentage of sales is considered due to increased sales for the period for previously established locations with relatively fixed rental expenditures.

 

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General and administrative expenses. General and administrative expenses were approximately $231,000 for the three-month period ended March 31, 2022 compared to $164,000 for the comparable period in 2021, representing an increase of approximately $67,000, or 41.1%. This increase in general and administrative expenses was primarily due to the hiring of additional administrative employees, increases in professional services and corporate-level costs to support growth plans, the opening of new restaurants, as well as costs associated with outside administrative, legal and professional fees and other general corporate expenses associated with preparing to become a public company. As a percentage of sales, general and administrative expenses decreased to 30.7% in the three-month period ended March 31, 2022 from 42.2% in the comparable period in 2021, primarily due to the increased sales from four new locations outpacing the increased administrative expenditures for the reasons mentioned above.

 

Depreciation and amortization expenses. Depreciation and amortization expenses incurred were approximately $49,000 for the three-month period ended March 31, 2022 compared to $36,000 for the comparable period in 2021, representing an increase of approximately $13,000, or 36.0%. The increase was primarily due to continued depreciation of equipment additions for locations in the current and prior year. As a percentage of sales, depreciation and amortization expenses decreased to 6.5% in the three-month period ended March 31, 2022 compared to 9.3% for the comparable period in 2021. The change is largely driven by the increase in sales from period to period.

 

Fiscal Year Ended December 31, 2021 Compared to Fiscal Year Ended December 31, 2020

 

The following table presents selected comparative results of operations from our audited financial statements for the fiscal year ended December 31, 2021 compared to the fiscal year ended December 31, 2020. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding.

 

   Year Ended
December 31,
   Increase / (Decrease) 
   2021   2020   Dollars   Percentage 
Net revenues:                
Stores  $2,204,201   $759,644   $1,444,557    190.2%
Wholesale and online   75,871    33,444    42,427    126.9%
Total net revenues   2,280,072    793,088    1,486,984    187.5%
Operating costs and expenses:                    
Product, food and drink costs—stores   821,713    321,244    500,466    155.8%
Labor expenses   1,550,041    636,832    913,209    143.4%
Occupancy expenses—stores   552,069    256,016    296,053    115.6%
Utilities costs   69,674    29,612    40,062    135.3%
Cost of sales—wholesale and online   33,231    14,650    18,581    126.8%
Rent—corporate   97,824    97,824    -    0.0%
General and administrative   1,544,501    371,461    1,173,040    315.8%
Depreciation   174,696    121,905    52,791    43.3%
Total operating costs and expenses   4,843,749    1,849,544    2,994,205    162.3%
Loss from operations   (2,563,677)   (1,056,456)   (1,507,221)   142.7%
Other income (expense):                    
                     
Economy injury disaster loan (EIDL) grant income   -    10,000    (10,000)   -100.0%
Paycheck protection program (PPP) loan forgiven income   115,000    -    115,000    N/A 
Other income   7,631    -    7,631    N/A 
Interest expense   (16,172)   (21,510)   5,338    -24.8%
Loss on extinguishment of debt   (982,383)   -    (982,383)   N/A 
Total other expense   (875,924)   (11,510)   (864,414)   7,510.1%
Loss before income taxes   (3,439,601)   (1,067,966)   (2,371,635)   222.1%
Provision for income taxes   800    800    -    0.0%
Net loss  $(3,440,401)  $(1,068,766)  $(2,371,635)   221.9%

   

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    Year Ended
December 31,
 
    2021     2020  
Net revenues:            
Stores     96.7 %     95.8 %
Wholesale and online     3.3 %     4.2 %
Total net revenues     100.0 %     100.0 %
Operating costs and expenses:                
Product, food and drink costs—stores     36.0 %     40.5 %
Labor expenses     68.0 %     80.3 %
Occupancy expenses—stores     24.2 %     32.3 %
Utilities costs     3.1 %     3.7 %
Cost of sales—wholesale and online     1.5 %     1.8 %
Rent—corporate     4.3 %     12.3 %
General and administrative     67.3 %     46.8 %
Depreciation     7.7 %     15.4 %
Total operating costs and expenses     212.4 %     233.2 %
Loss from operations     -112.4 %     -133.2 %
Other income (expense):                
Economy injury disaster loan (EIDL) grant income     0.0 %     1.3 %
Paycheck protection program (PPP) loan forgiven income     5.0 %     0.0 %
Other income     0.3 %     0.0 %
Interest expense     -0.7 %     -2.7 %
Loss on extinguishment of debt     -43.0 %     0.0 %
Total other expense     -38.4 %     -1.5 %
Loss before income taxes     -150.9 %     -134.7 %
Provision for income taxes     0.0 %     0.1 %
Net loss     -150.9 %     -134.8 %

 

Revenues. Revenues were approximately $2.3 million for the year ended December 31, 2021 compared to $793,000 for the year ended December 31, 2020, representing an increase of $1.5 million, or 187.5%. The increase in sales for the year was primarily driven by the opening of the Corona Del Mar, Laguna Woods, Riverside and Santa Anita locations during 2021, and to the continued focus on marketing efforts to grow brand recognition. The two locations that were open through all of 2021 each experienced significant sales increases for the year. Sales from new locations accounted for approximately $966,000 of the increase. The two locations that were open through both of these periods each experienced significant sales increases for the period, accounting for approximately another $545,000 of the increase.

 

AUV for these locations increased 40.7% for the year ended December 31, 2021 from prior year. The improvement can also partially be attributed to recovery from the effects of the lockdowns attributable to COVID-19 pandemic on our customer traffic and from the progression of our planned growth. The lockdowns attributable to COVID-19 have challenged our performance at our kiosk locations, though our cafe locations have improved in performance. Shopping mall restrictions and mandates attributable to COVID-19 made it difficult for our kiosks to operate at maximum performance, as such indoor restrictions of shopping malls affected the way we had to operate business. These effects were felt throughout most of 2020, but the lightening and/or removal of such restrictions in 2021 have allowed for a return to normal operations and towards improvement in sales results.

 

Product, food and drink costs. Product, food and drink costs were approximately $822,000 for the year ended December 31, 2021 compared to $321,000 for the year ended December 31, 2020, representing an increase of approximately $500,000, or 155.8%. The increase in costs for the year was partially driven by the opening of four new locations and the increase in sales for the year. Product costs related to new locations were approximately $341,000, while increases in sales attributable to existing locations amounted to approximately $159,000 of additional increases in product costs. As a percentage of revenues, product, food and drink costs decreased to 36.0% in the year ended December 31, 2021 compared to 40.5% in the year ended December 31, 2020. The decrease in costs as a percentage of sales was primarily driven by the seasonal fluctuations in the cost of ingredients and the efficiencies achieved through the experiences gained in the opening of incremental locations.

 

Labor. Labor and related costs were approximately $1.6 million for the year ended December 31, 2021 compared to $637,000 for the year ended December 31, 2020, representing an increase of approximately $913,000, or 143.4%. The increase in costs was largely driven by additional labor costs incurred with respect to the opening of four new locations, comprising approximately $643,000 of the increase in labor and related costs. Remaining increases were driven by increasing costs of attracting new hires in existing locations. As a percentage of sales, labor and related costs decreased to 68.0% in the year ended December 31, 2021 compared to 80.3% in the comparable period in 2020. The decrease in costs as a percentage of sales was primarily driven by increased sales outpacing relatively fixed labor costs in previously established locations and efficiencies achieved through the experiences gained in the opening of incremental locations.

 

Occupancy expenses-stores. Occupancy expenses were approximately $552,000 for the year ended December 31, 2021compared to $256,000 for the year ended December 31, 2020, representing an increase of approximately $296,000, or 115.6%. The increase was experienced as the result of opening four new locations. As a percentage of sales, occupancy expenses decreased to 24.2% in the year ended December 31, 2021, compared to 32.3% for the comparable period in 2020. The decrease in costs as a percentage of sales is considered due to increased sales for the period for previously established locations with relatively fixed rental expenditures.

 

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General and administrative expenses. General and administrative expenses were approximately $1.5 million for the year ended December 31, 2021 compared to $371,000 for the year ended December 31, 2020, representing an increase of approximately $1.2 million, or 315.8%. This increase in general and administrative expenses was primarily due to the hiring of additional administrative employees, increases in professional services and corporate-level costs to support growth plans, the opening of four new restaurants, as well as costs associated with outside administrative, legal and professional fees and other general corporate expenses associated with conducting an underwritten public offering. A large portion of this increase is related to stock-based compensation, which amounted to $550,000 for 2021 compared to $0 for 2020.  As a percentage of sales, general and administrative expenses increased to 67.3% in the year ended December 31, 2021 from 46.8% in the comparable period in 2020, primarily due to the increased administrative expenditures as mentioned above.

 

Depreciation and amortization expenses. Depreciation and amortization expenses incurred were approximately $175,000 for the year ended December 31, 2021 compared to $122,000 for the year ended December 31, 2020, representing an increase of approximately $53,000, or 43.3%. The increase was primarily due to continued depreciation of equipment additions for locations in the current and prior year. As a percentage of sales, depreciation and amortization expenses decreased to 7.7% for the year ended December 31, 2021 compared to 15.4% for the comparable period in the prior year. The change is largely driven by the increase in sales from period to period.

 

Segment Performance

 

At the current time, the Company has only one reportable segment, consisting of both the wholesale and retail sales of coffee, water, and other beverages. The Company’s franchisor subsidiary was not material as of and for the three-month period ended March 31, 2022 or the year ended December 31, 2021 or since date of formation, December 17, 2020.

 

Income Tax Expense

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred tax assets and liabilities are as follows:

 

As of December 31, 2020, the Company had available net operating loss carryovers of approximately $4,983,440. Per the Tax Cuts and Jobs Act (TCJA) implemented in 2018, the two-year carryback provision was removed and now allows for an indefinite carryforward period. The carryforwards are limited to 80% of each subsequent year's net income. As a result, net operating loss may be applied against future taxable income and expires at various dates subject to certain limitations. The Company has a deferred tax asset arising substantially from the benefits of such net operating loss deduction and has recorded a valuation allowance for the full amount of this deferred tax asset since it is more likely than not that some or all of the deferred tax asset may not be realized.

 

The Company files income tax returns in the U.S. federal jurisdiction and California and is subject to income tax examinations by federal tax authorities for tax year ended 2017 and later and subject to California authorities for tax year ended 2016 and later. The Company currently is not under examination by any tax authority. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense. As of December 31, 2021 and 2020, the Company has no accrued interest or penalties related to uncertain tax positions.

 

As of December 31, 2021, the Company had cumulative net operating loss carryforwards for federal tax purposes of approximately $8,423,041. In addition, the Company had state tax net operating loss carryforwards of approximately $8,423,041. The carryforwards may be applied against future taxable income and expires at various dates subject to certain limitations.

    

Liquidity and Capital Resources

 

   Year Ended December 31,   Three Months Ended March 31, 
   2021   2020   2022   2021 
Statement of Cash Flow Data:                
Net cash used in operating activities   (1,949,820)   (884,927)   (485,757)   (334,573)
Net cash used in investing activities   (498,224)   (115,841)   (149,896)   (205,619)
Net cash (used in) provided by financing activities   3,224,527    1,129,336    (86,207)   556,151 

 

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Cash Flows Provided by Operating Activities

 

Net cash used in operating activities during the three-month period ended March 31, 2022 was $485,757, which resulted from net loss of $565,112, non-cash charges of $49,134 for depreciation and net cash inflows of $26,727 from changes in operating assets and liabilities. The net cash inflows from changes in operating assets and liabilities were primarily the result of a decrease in inventory of $15,586 and an increase of $44,232 in accrued liabilities, partially offset by increases in accounts receivable of $1,272 and other assets of $28,324 and a decrease in accounts payable of $3,495. The increase in accrued liabilities was primarily due to the timing of cash payments for sales tax and payroll.

 

Net cash used in operating activities during the three-month period ended March 31, 2021 was $334,573, which resulted from net loss of $327,479, non-cash charges of $36,129 for depreciation, and net cash outflows of $55,183 from changes in operating assets and liabilities. The net cash outflows from changes in operating assets and liabilities were primarily the result of increases in inventories of $8,067 and other assets of $40,000 and decreases in accounts payable of $4,407 and accrued liabilities of $5,254, partially offset by a decrease of $2,545 in accounts receivable.

 

Net cash used in operating activities during the year ended December 31, 2021 was $1,949,820, which resulted from net loss of $3,440,401, non-cash charges of $174,696 for depreciation and $550,000 for stock compensation, noncash income of $115,000 from the forgiveness of PPP loans, noncash loss of 982,383 from extinguishment of debt, and net cash outflows of $91,447 from changes in operating assets and liabilities. The net cash outflows from changes in operating assets and liabilities were primarily the result of increases in inventories of $73,598 and other assets of $132,059 and a decrease in accounts payable of $27,571, partially offset by decreases in accounts receivable of $3,853 and increases of $137,898 in accrued liabilities. The increase in accrued liabilities was primarily due to the timing of cash payments for sales tax and operating lease liabilities.

 

Net cash used in operating activities during the year ended December 31, 2020 was $884,927, which resulted from net loss of $1,068,766, non-cash charges of $121,905 for depreciation, and net cash inflows of $61,934 from changes in operating assets and liabilities. The net loss was significantly higher for the period relative to prior periods as a result of closures and reduced customer traffic as a result of the pandemic. The net cash inflows from changes in operating assets and liabilities were primarily the result of increased accounts payable of $72,496 and a decrease of $16,606 in accounts receivable, partially offset by increases of $6,079 in inventories, an increase of $10,000 in prepaid expenses and a decrease of $11,088 in accrued liabilities. The increase in accounts payable was primarily due to the timing of cash payments.

 

Cash Flows Used in Investing Activities

 

Net cash used in investing activities during the three-month periods ended March 31, 2022 and 2021 was $149,896 and $205,619, respectively, and during the years ended December 31, 2021 and 2020 was $498,224 and $115,841, respectively. These expenditures in each period are primarily related to purchases of property and equipment in connection with current and future location openings and maintaining our existing locations.

   

Cash Flows Provided by (Used in) Financing Activities

 

Net cash used in financing activities during the three-month period ended March 31, 2022 was $86,207, primarily due to repayments of borrowings.

 

Net cash provided by financing activities during the three-month period ended March 31, 2021 was $556,151, primarily due to approximately $298,636 cash received through borrowings from banks and $450,000 of proceeds from the sales of shares of common stock, offset by approximately $192,000 of repayments of borrowings.

 

Net cash provided by financing activities during the year ended December 31, 2021 was $3,224,527, primarily due to $1.0 million cash received through borrowings from banks and from pandemic relief funds available from government agencies and $2.7 million of proceeds from the sales of shares of common stock, offset by approximately $492,000 of repayments of borrowings.

 

Net cash provided by financing activities during the year ended December 31, 2020 was $1,129,336, primarily due to approximately $265,000 cash received through borrowings from banks and from pandemic relief funds available from government agencies and $1.4 million of proceeds from the sales of shares of common stock, offset by approximately $532,000 of repayments of borrowings.

 

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As of March 31, 2022, the Company had total assets of $4,595,375. Our cash balance as of March 31, 2022 was $183,191. From inception (of Reborn Global in November 2014) to March 31, 2022, we have not had any positive operating cash flow. The Company raised an aggregate of approximately $5.1 million in equity capital from the sale of our commons stock, mostly to our officers and directors.

 

If capital does not become available from the proceeds of this offering or from other sources, we will be able to continue operations since we anticipate our monthly revenue of approximately $180,000 and monthly expenses of approximately $120,000 in the next few months. Thus with available cash on hand and positive cash flows from our current operations we believe we may be able to continue operations for twelve months. This expectation anticipates a necessary reduction in the increased level of administrative expenses we have experienced in the past, which have been a significant reason for historical losses and negative operating cash flow. These expenses have been incurred related to expansion plans and enhancing a corporate infrastructure in preparation for public offering. Should capital not be available, it may become necessary to modify these efforts to restrict expenditures. There can be no assurance that such additional capital will be available.

 

We believe our operational strategy which focuses on running a low overhead operation will avail us the ability to manage our current operational activities. We plan to use our working capital to attend investor conferences and tradeshows, participating in road shows to meet with potential investors, traveling to meet with investors and paying professional fees needed to comply with SEC regulations.

 

If we succeed in obtaining capital and opening additional cafes, we anticipate that sales at such places will generate sufficient cash flow to support our operations. Yet, there can be no assurance that such sales levels will be achieved. Therefore, we may require additional financing through loans and other arrangements, including the sale of additional equity. There can be no assurance that such additional financing will be available, or if available, can be obtained on satisfactory terms. To the extent that any such financing involves the sale of our equity securities, the interests of our then existing shareholders, including the investors in this offering, could be substantially diluted. In the event that we do not have sufficient capital to support our operations we may have to curtail our operations.

  

Credit Facilities

 

Loan with Fora Financial

 

In October 2019, the Company entered into a loan agreement with Fora Financial in the principal amount of $138,600 and remaining principal amount of $48,510. The loan payable has a maturity date on October 11, 2019. The loan was due on demand. As of March 31, 2022 and December 31, 2021, there was a balance outstanding of $0.

 

Loans with Square Capital

 

Between April and August 2021, the Company entered into loan agreements with Square Capital in the aggregate principal amount of approximately $268,000 with loan costs of $34,840. The loans have maturity dates ranging from September 2022 to February 2023. As of March 31, 2022 and December 31, 2021, there was a balance outstanding of approximately $40,000 and $122,000, respectively.

 

Economic Injury Disaster Loan

 

On May 16, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. As of March 31, 2022, the loan payable, Emergency Injury Disaster Loan noted above is not in default.

  

Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the Company borrowed an aggregate principal amount of the EIDL Loan of $500,000, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date of each advance. Installment payments, including principal and interest, are due monthly beginning May 16, 2021 (twelve months from the date of the SBA Loan) in the amount of $731. The balance of principal and interest is payable thirty years from the date of the SBA Loan. In connection therewith, the Company also received a $10,000 grant, which does not have to be repaid. During the year ended December 31, 2020, $10,000 was recorded in Economy injury disaster loan (EIDL) grant income in the Statements of Operations. The schedule of payments on this loan was later deferred to commence 24 months from the date of loan, and therefore, the full amount of the loan is outstanding as of March 31, 2022 and payments shall commence starting in May 2022.

 

In connection therewith, the Company executed (i) a loan for the benefit of the SBA (the “SBA Loan”), which contains customary events of default and (ii) a Security Agreement, granting the SBA a security interest in all tangible and intangible personal property of the Company, which also contains customary events of default (the “SBA Security Agreement”).

 

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Paycheck Protection Program Loan

 

In May 2020, the Company secured a loan under the Paycheck Protection Program administered by the U.S. Small Business Administration (the “SBA”) in the amount of $115,000. In February 2021, the Company secured a second loan under this program in the amount of approximately $167,000. The interest rate of the loan is 1.00% per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing seven months after the effective date of each PPP Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the loan. The PPP Loan contains customary events of default relating to, among other things, payment defaults, making materially false or misleading representations to the SBA or the Lender, or breaching the terms of the PPP Loan. The occurrence of an event of default may result in the repayment of all amounts outstanding under the PPP Loan, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Company. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. Recent modifications to the PPP by the U.S. Treasury and Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for the Company to apply for forgiveness of its PPP loan. The Company was granted forgiveness for the initial PPP Loan prior to December 31, 2021 and expects to be granted forgiveness on the remainder subsequently.

   

Leases

 

Operating Leases

 

We currently lease all company-owned retail locations. Operating leases typically contain escalating rentals over the lease term, as well as optional renewal periods. Rent expense for operating leases is recorded on a straight-line basis over the lease term and begins when Reborn has the right to use the property. The difference between rent expense and cash payment is recorded as deferred rent on the accompanying consolidated balance sheets. Pre-opening rent is included in selling, general and administrative expenses on the accompanying consolidated statements of income. Tenant incentives used to fund leasehold improvements are recorded in deferred rent and amortized as reductions to rent expense over the term of the lease.

 

Income Taxes

 

Reborn files income tax returns in the U.S. federal and California state jurisdictions.

 

Upon the closing of this offering, we will be taxed at the prevailing U.S. corporate tax rates. We will be treated as a U.S. corporation and a regarded entity for U.S. federal, state and local income taxes. Accordingly, a provision will be recorded for the anticipated tax consequences of our reported results of operations for U.S. federal, state and foreign income taxes.

 

JOBS Act Accounting Election

 

We are an “emerging growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from various public company reporting requirements for up to five years or until we are no longer an emerging growth company, whichever is earlier. The JOBS Act provides that an “emerging growth company” can delay adopting new or revised accounting standards until those standards apply to private companies. We have elected to use this extended transition period under the JOBS Act. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

 

Quantitative and Qualitative Disclosure of Market Risks

 

Commodity Risks

 

Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including beverage, energy and other commodities. We have been able to offset cost increases resulting from several factors, including market conditions, shortages or interruptions in supply due to weather or other conditions beyond our control, governmental regulations and inflation, by increasing the price of our whole roasted beans by 15% in January 2022, through increased sales and growth in opening 2 new company-owned retail locations, better lease terms on such new company-owned retail locations, more efficient purchasing practices (e.g., volume purchase discounts), productivity improvements and greater economies of scale.

 

Labor and Benefits Costs

 

At our company-owned retail locations, our starting wage has historically been the minimum wage in place for that particular state with baristas receiving tips from customers in addition to the wages. We do not, however, reduce the wages we pay to baristas to offset tips. We believe this combination of security and upside earning potential, in addition to our strong culture and focus on development, enables us to attract a higher caliber employee and this directly translates to better customer service.

 

California has experienced minimum wage increases over the past two years. As we consider the potential for future federal and state or local minimum wage increases, our first step is to partially offset such increases with operational efficiencies and cost reduction measures in our supply chain and elsewhere before increasing our menu prices. In the future, we may or may not be able to offset with operational efficiencies or price increases. As of December 31, 2021, we employed approximately 65 hourly workers in our retail locations.

 

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Interest Rate Risk

 

We have historically been exposed to interest rate risk through fluctuations in interest rates on our debt obligations. We seek to manage exposure to adverse interest rate changes through our normal operating and financing activities. As of March 31, 2022, we had approximately $719,000 in aggregate outstanding principal balance. Without the EIDL, we have 0 balance with interest rate risk.

 

Impact of Inflation

 

The primary inflation factions affecting our operations are commodity and supplies, energy costs, and materials used in the construction of company-owned retail locations. Our leases require us to pay taxes, maintenance, repairs, insurance, and utilities, all of which are generally subject to inflationary increases. Finally, the cost of constructing our restaurants is subject to inflation, increasing the costs of labor and materials, and resulting in higher rent expense on new locations.

 

While we have been able to offset inflation and other changes in the costs of core operating resources by increasing the price of our whole roasted beans by 15% in January 2022, through increased sales and growth in opening 2 new company-owned retail locations, better lease terms on such new company-owned retail locations, more efficient purchasing practices (e.g., volume purchase discounts), productivity improvements and greater economies of scale, there can be no assurance that we will be able to continue to do so in the future. We monitor changes in components of our product cost routinely when establishing pricing, however from time to time, competitive conditions could limit our pricing flexibility. In addition, macroeconomic conditions could make additional price increases imprudent. There can be no assurance that future cost increases can be offset by increased prices or that increased prices will be fully absorbed by our guests without any resulting change to their visit frequencies or purchasing patterns. In addition, there can be no assurance that we will generate comparable location sales growth, that we will be able to negotiate favorable lease terms, that we can benefit from volume purchase discounts or achieve other operational efficiencies in an amount or to the extent sufficient to offset inflationary or other cost pressures.

 

Select Supplementary Quarterly Data

 

   Mar. 31,
2022
   Dec. 31,
2021
   Sep. 30,
2021
   Jun. 30,
2021
   Mar. 31,
2021
   Dec. 31,
2020
   Sep. 30,
2020
   Jun. 30,
2020
 
                                 
Net revenues:                                
Stores  $736   $684   $668   $476   $376   $275   $218   $129 
Wholesale and online   17    28    20    15    13    18    7    7 
Total net revenues   753    712    688    491    389    293    225    136 
Operating costs and expenses:                                        
Product, food and drink costs—stores   285    257    295    135    135    107    91    46 
Cost of sales—wholesale and online   8    12    9    6    6    8    3    3 
Rent—stores   176    195    71    204    92    96    48    54 
Rent—corporate   25    25    23    26    24    24    29    - 
Payroll and benefits   534    581    409    322    238    129    211    133 
Utilities   20    13    33    7    16    4    8    10 
General and administrative   231    445    874    52    164    105    114    69 
Depreciation   49    51    42    46    36    32    31    30 
Total operating costs and expenses   1,328    1,579    1,756    798    711    503    535    345 
Loss from operations   (575)   (867)   (1,068)   (307)   (322)   (210)   (310)   (209)
Other income (expense):                                        
Other income   15    8    -    -    -    -    -    - 
Economy injury disaster loan (EIDL) grant income   -    -    -    -    -    -    -    10 
Paycheck protection program (PPP) loan forgiven income   -    -    115    -    -    -    -    - 
Interest expense   (5)   (5)   (6)   (1)   (5)   (8)   (5)   (5)
Loss on extinguishment of debt   -    -    (982)   -    -    -    -    - 
Total other expense   10    3    (873)   (1)   (5)   (8)   (5)   5 
Loss before income taxes   (565)   (864)   (1,941)   (308)   (327)   (218)   (315)   (204)
Provision for income taxes   -    -    -    -    -    -    -    - 
Net loss  $(565)  $(864)  $(1,941)  $(308)  $(327)  $(218)  $(315)  $(204)

 

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BUSINESS

 

Our Company

 

Reborn Coffee is focused on serving high quality, specialty-roasted coffee at retail locations, kiosks and cafes. We are an innovative company that strives for constant improvement in the coffee experience through exploration of new technology and premier service, guided by traditional brewing techniques. We believe Reborn differentiates itself from other coffee roasters through its innovative techniques, including sourcing, washing, roasting, and brewing our coffee beans with a balance of precision and craft.

 

The source of coffee is pinnacle to specialty coffee. The coffee industry has gone through various phases including the first, second, third and fourth wave. In the first and second waves of coffee, the single-origin source and type of the coffee is not necessarily in the forefront during the sourcing process. As such, much of the coffee may be a blend with various sources and a mix of Robusta and Arabica coffee beans. The third wave of coffee focuses on a single-origin source and one variety of coffee bean (specifically Arabica beans). Single-origin beans can focus on specific countries and can also have hyper-focused on specific regions in the third wave of coffee, such as Coban in Guatemala. Arabica beans are considered premier due to the specific requirements for growth and the high-quality flavor they produce. Arabica coffee is required to be grown in higher, cooler elevations in regions.

 

Differentiated from other coffee companies, the Reborn Wash Process is the key to creating the clean flavor of our coffee. Our Wash Process is distinguished by the use of magnetized water to wash our green coffee beans when they arrive at the Reborn facility, in order to extract impurities and enhance hydration before the roasting process. Magnetizing water is a process that converts the particles of water, which can naturally appear in various sizes, into evenly sized particles. As a result of this process, we believe that the water increases its hydration and ability to absorb into organic material. Our water is created through a water magnetizing device in which water is flowed through the device and magnetizes the water on-site immediately prior to use.

 

After the wash, we roast our washed-green beans based on the profile of each single-origin. After the coffee beans are roasted, they are then packaged into various products such as whole bean coffee, pour over packs, and cold brew packs. Additionally, whole bean inventory is also supplied to retail locations, kiosk and cafes. A portion of the roasted coffee is also allotted to create our award-winning cold brew concentrate. Our cold brew production is created using a proprietary percolation technique, also using magnetized water at each step to enhance the flavor of the cold brew.

 

We continually innovate in the way we serve coffee. At our cafes, we serve customers our award-winning coffee through cold brew taps in addition to freshly ground coffee beans in espresso-made drinks. Other brew methods, such as an in-house pour over and drip coffee, are also available.

 

In 2015 Jay Kim, our Chief Executive Officer, founded Reborn Coffee. Mr. Kim and his team launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water. We serve customers through our retail store locations in California: Brea, La Crescenta, Glendale, Corona Del Mar, Arcadia, Laguna Woods, Riverside, San Francisco and Manhattan Beach, with Huntington Beach in development. Additionally, we expect to begin franchising in 2022 and expect to continue to develop additional retail locations as we expand outside of California. We estimate that the average development cost of a company-owned retail location is approximately $150,000. Therefore, taking into account the proceeds from this offering and within a year from its completion, we expect to open up to 20 company-owned retail locations (using approximately $3,000,000 of the proceeds of this offering) and 20 franchise locations (all costs and expenses associated with a franchise store location development are borne by the franchisees). We acknowledge that we have not yet signed any franchise agreements and that such number of franchise locations is purely speculative. As evidence of our success, we received 1st place traditional still in “America’s Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles.  

 

As of December 31, 2021, all of our 7 retail locations were company-owned. As of the day of this prospectus, we have opened 2 new company-owned retail locations and expect to open a third one, which is currently under development, by 2022 year-end. Our retail locations generated AUV of approximately $445,000 and $316,000 in 2021 and 2020, respectively.

 

In 2021, we generated approximately $2.3 million of revenue, $3.4 million of net loss, a net loss margin of -150.9%, and approximately -$2.4 million of Adjusted EBITDA, a non-GAAP financial measure, resulting in an Adjusted EBITDA margin, a non-GAAP financial measure, of -104.8%. In 2020, we generated approximately $793,000 of revenue, $1.1 million of net loss, a net loss margin of -134.8%, and approximately -$915,000 of Adjusted EBITDA, a non-GAAP financial measure, resulting in an Adjusted EBITDA margin, a non-GAAP financial measure, of -115.3%. In the three months ended March 31, 2022, we generated $753,000 of revenue.

    

The Experience, Reborn

 

As leading pioneers of the emerging “Fourth Wave” movement, Reborn Coffee is redefining specialty coffee as an experience that demands much more than premium quality. We consider ourselves leaders of the “fourth wave” coffee movement because we are constantly developing our bean processing methods, researching design concepts, and reinventing new ways of drinking coffee. For instance, the current transition from the K-Cup trend to the pour over drip concept allowed us to reinvent the way people consume coffee, by merging convenience and quality. We took the pour over drip concept and made it available and affordable to the public through our Reborn Coffee Pour Over packs. Our Pour Over Packs allow our consumers to consume our specialty coffee outdoors and on-the-go.

 

Our success in innovating within the “fourth wave” coffee movement is measured by our success in B2B sales with our introduction of Reborn Coffee Pour Over Packs to hotels. With the introduction of our Pour Over Packs to major hotels (including one hotel company with 7 locations), our B2B sales increased as these companies recognized the convenience and functionality our Pour Over Packs serve to their customers.

 

Reborn Coffee’s continuous Research and Development is essential to developing new parameters in the production of new blends. Our 1st place position in “America’s Best Cold Brew” competition by Coffee Fest in 2017 in Portland and 2018 in Los Angeles is a testament to the way we believe we lead the “fourth wave” movement by example.

 

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Centered around its core values of service, trust, and well-being, Reborn Coffee delivers an appreciation of coffee as both a science and an art. Developing innovative processes such as washing green coffee beans with magnetized water, we challenge traditional preparation methods by focusing on the relationship between water chemistry, health, and flavor profile. Leading research studies, testing brewing equipment, and refining roasting/brewing methods to a specific, Reborn Coffee proactively distinguishes exceptional quality from good quality by starting at the foundation and paying attention to the details. Our mission places an equal emphasis on humanizing the coffee experience, delivering a fresh take on “farm-to-table” by sourcing internationally. In this way, Reborn Coffee creates opportunities to develop transparency by paying homage to origin stories and spark new conversations by building cross-cultural communities united by a passion for the finest coffee.

  

Through a broad product offering, Reborn Coffee provides customers with a wide variety of beverages and coffee options. As a result, we believe our versatility offers an experience that caters to customers’ needs ‒ whether they seek to consume our quality coffee in our inviting store atmospheres which are designed for comfort, on the go through our pour over packs, or at home with our whole bean ground coffee bags. We believe that the retail coffee market in the United States is large and growing. According to IBIS, in 2021, the retail market for coffee in the United States is expected to be $46.2 billion. This is expected to grow due to a shift in consumer preferences to premium coffee, including specialized blends, espresso-based beverages, and cold brew options. Reborn aims to capture a growing portion of the market as we expand and increase consumer awareness of our brand.

 

Branding

 

Reborn Coffee focuses on two key features in our branding, including “Introducing the Fourth Wave” and “America’s Best Cold Brew.” These phrases encapsulate the quality of the Reborn Process of sourcing, washing, roasting, and brewing coffee and the quality of the product that we create.

 

The Reborn brand is essential to our marketing strategy, as it allows us to stand out compared to our competitors. The products aim to make customers feel “reborn” after drinking a cup of coffee.

 

Our Menu and Products

 

We purchase and roast high-quality coffees that we sell, along with handcrafted coffee, tea and other beverages and a variety of high-quality food items. We believe in offering customers the same great taste and quality whether served in store or on the go. We also partner with third-party importers and exporters to purchase and import our green coffee beans. Through these relationships, we source high-quality coffee beans from across the globe, including Mexico, Ethiopia, Colombia, Guatemala, Brazil, and Honduras.

 

Our Retail Locations

 

Reborn Coffee is built upon superior customer service, convenience and a modern experience as well as safe, clean and well-maintained stores that reflect the personalities of the communities in which they operate, thereby building a high degree of customer loyalty. Our strategy for expanding our retail business is to increase our category share in an aggressive manner, by opening additional stores in new and existing markets, as well as increasing sales in existing stores. Store growth in specific existing markets will vary due to many factors, including expected financial returns, the maturity of the market, economic conditions, consumer behavior and local business practices. Our retail locations, kiosks and cafes place a premium on customer convenience without sacrificing the personal experience.

 

We estimate that the average development cost of a company-owned retail location is approximately $150,000. Therefore, taking into account the proceeds from this offering and within a year from its completion, we expect to open up to 20 company-owned retail locations (using approximately $3,000,000 of the proceeds of this offering) and 20 franchise locations (all costs and expenses associated with a franchise store location development are borne by the franchisees). We acknowledge that we have not yet signed any franchise agreements and that such number of franchise locations is purely speculative. Our new retail locations are typically 800 to 1,500 square feet and are located in shopping plazas in upscale areas. We strategically position our new locations in areas where large-chain coffee locations have moved out, creating an opportunity for us to remodel a purpose-built coffee retail store. In this way, we are able to open quickly in high traffic areas with established local demand for coffee, ensuring a customer base we can convert into Reborn Coffee customers by offering a specialty coffee experience that wasn’t previously available. Our locations feature patios, contemporary design, and inviting atmospheres for socialization, study, and work. Our retail locations generated AUV of approximately $445,000 and $316,000 in 2021 and 2020, respectively. As we expand our retail footprint and improve customer awareness, we expect our AUV to grow.

   

Franchise Operations

 

In December 2020, the Company formed Reborn Coffee Franchise, LLC in the State of California in order to begin franchising Reborn Coffee retail locations. The Company plans to charge franchisees (of which, as of the date of this prospectus, we have none) a non-refundable franchise fee and certain marketing and royalty fees based on gross sales, however we presently have no contractual commitments or other agreements to do so. We expect to begin franchise sales in the latter part of 2022. We believe that our team’s prior experience building a large, global foodservice business will allow us to scale our anticipated franchise operations. In addition, we have formed a franchise council consisting of a team of franchise experts to advise us. We plan to expand beyond California to additional states to create a national and global presence.

  

Expanding Sales Channels

 

Today, we sell a variety of our coffee and tea products through the enterprise, or commercial, channel, which we refer to as “B2B”, as well as direct-to-consumer via our website. We expect to increase our channel presence by increasing the availability of Reborn Coffee in businesses and enterprises, and expand upon the partnerships we have in place with hotel operators to increase the use and brand awareness in hospitality. We also expect to grow our online sales through new partnerships with third-party retailers. Our products are available in various form factors, such as whole bean roasted coffee bags, single-serve drip bags, and pour over packs. We are exploring partnerships with grocery operators and foodservice providers to expand the Reborn Coffee brand.

 

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Our Growth

 

We believe Reborn Coffee is in the early stages of rapid growth as we strategically expand our footprint in existing markets and enter new markets.

 

We estimate that the average development cost of a company-owned retail location is approximately $150,000. Therefore, taking into account the proceeds from this offering and within a year from its completion, we expect to open up to 20 company-owned retail locations (using approximately $3,000,000 of the proceeds of this offering) and 20 franchise locations (all costs and expenses associated with a franchise store location development are borne by the franchisees). We acknowledge that we have not yet signed any franchise agreements and that such number of franchise locations is purely speculative. In the future, Reborn Coffee plans to expand across the country with new retail locations to share the quality of our specialty coffee. Reborn Coffee aims also to engage in the sales of franchisees (of which, as of the date of this prospectus, we have none) to propel a new innovated wave in the coffee industry called “The Fourth Wave.” Reborn Coffee will continue to innovate in the coffee industry by making the industry more personal to our consumers and employees. This goal will be achieved through the continued innovation in our products, sourcing directly from farms, and giving customers choices in how their coffee is served to them. As Reborn Coffee expands, we hope to show the world that expanding in volume and size does not diminish the quality and personal element that is instilled in the coffee industry.

 

We believe our brand experience will enable our strong growth and financial performance, such as:  

 

  Revenue grew from $0.8 million in 2020, to $2.3 million in 2021.
     
  We continue to accelerate the pace of new “company-owned” (i.e., directly owned by Reborn) stores openings.

 

Specialty Beverages with a Focus on Innovation

 

Since our founding, we have focused on delivering

 

  Quality. Reborn Coffee sources the highest quality whole beans globally. We meet with coffee farmers, test coffee bean samples, and roast the beans in our headquarters in Southern California.
     
  Service. Reborn Coffee provides the highest quality service to our customers. We pride ourselves on training our baristas and improving their knowledge of the art of coffee, which in turn allows us to deliver outstanding products and service to our customers.
     
  Innovation. Reborn Coffee is a leader in the “Fourth Wave” premium coffee movement. We introduced our premium pour over pack coffee in 2017 and continue to innovate, recently introducing our unique cold brew system into our retail stores.

 

Experienced Leadership Team

 

Our relentless commitment to excellence is driven by our passionate management team under the leadership of Founder and Chief Executive Officer Jay Kim. Jay launched Reborn Coffee with the vision to provide the best coffee using the purest ingredients. Jay is focused on the expansion of Reborn and he has surrounded himself with leaders with direct experience in beverage and retail. Stephan Kim, our Chief Financial Officer, has almost 20 years of experience in professional accounting and tax consulting services. Other members of our executive leadership team bring high growth, franchise and sector expertise.

 

Our Commitment to Team

 

Reborn Coffee believes in mentoring the developing the next generation of premium coffee baristas. Through our in-depth training, we aim to train dedicated employees who understand the science and art behind every cup of coffee. We also expect to form a training school specializing in creating passionate baristas and coffee connoisseurs, by educating its students about coffee processes and preparation methods. The efforts for the training school are underway and we expect to launch the program in 2022.

 

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Our Highly Engaged Customers

 

Reborn Coffee customers are loyal to our brand due to our intense focus on premium coffee and customer service.

 

 

 

Community engagement is another essential element of Reborn Coffee’s in-person marketing strategy. Reborn hosts on-site engagements, such as event sponsorships, and engages with local Chambers of Commerce. Previously, we have worked with Lululemon to host yoga sessions outside of our retail locations, creatively engaging the community while simultaneously promoting Reborn as an active lifestyle. We have also hosted pop-up locations on the Facebook campus and participated in large-scale events such as the San Francisco Coffee Festival, further expanding our outreach and introducing our brand name to different communities. We further engage with the community by organizing our own latte art competitions, in which baristas can compete for prizes and customers in the audience can witness the competitive passion Reborn Coffee encompasses.

 

Digital Channels

 

Reborn Coffee focuses on many digital channels in its marketing strategy. Social media is an important leg that creates engagement and education of Reborn Coffee’s brand. Customers primarily engage the brand on Instagram, where we host giveaways, share new store openings, and promote seasonal menus. Through our unique, modern aesthetic and intense focus on high-quality coffee, we are able to share the quality and essence of Reborn Coffee on display inside of our retail locations with existing and future customers on social media platforms.

 

For both the in-store cafe channel and the e-commerce channel, SMS & email marketing are used for reengagement and communication of new products and offerings.

 

Digital advertising channels are also used, primarily to engage the online market audience. Google and Facebook are the primary paid ad channels that we currently utilize. Yelp advertising is also used to engage local customers and tourists who visit specific areas where Reborn Coffee retail locations are located.

 

In-Person Marketing Engagement

 

Engaging customers in-store with a marketing plan is essential for customer retention and new customer generation. Reborn Coffee’s customer loyalty program provides free drinks for every 10 drinks purchased. Additionally, store customers may participate in promotional deals, especially during the holidays and new item releases, to try new innovative items created in-house. We also offer coffee samples of our pour over packs as well as new beans to our retail location customers. The distribution of coffee samples has expanded customers’ knowledge of our products and, led to increased contributing to whole bean sales.

 

Reborn Coffee locations are located in heavily trafficked areas as well as popular malls. As such, the potential for marketing and branding is very high in these locations. Signage and promotional deals with giveaways are essential to attracting new customers.

 

Employees

 

As of December 31, 2021, we have 24 full time and 51 part-time employees, including officers and directors. 

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Real Estate and Development

 

Locations

 

As of December 31, 2021, we operated 7 company-owned retail locations across California. As of the day of this prospectus, we have opened 2 new locations and expect to open a third one, which is currently under development, by 2022 year-end.

 

We believe there is an opportunity to significantly expand our store base in the United States to over 500 locations nationwide over the long-term. We have developed a disciplined approach to new location development, based on an analytical, research-driven method for site selection and a rigorous real estate review and approval process. By focusing on key demographic characteristics for new site selection, such as population density, climate and median population age, we expect to open locations with attractive returns.

 

Our Real Estate team prospects potential sites within the target trade zones to identify the best locations, including sites formerly occupied by large-chain coffee retailers. Once a new site is developed or re-developed, the location opening process kicks off preparation for a grand opening day. These openings are special celebrations that provide us the opportunity to introduce Reborn Coffee to new communities.

Sustainability

 

Part of giving back to our communities is supporting the environment. Reborn Coffee is focused on and preparing to commit to a series of initiatives to ensure our products, processes and locations are in line with, and moving toward, environmental best practices.

 

Operations

 

Quality and Safety

 

We are focused on maintaining a safe, healthy environment at each location through the careful training and supervision of personnel and by following rigorous quality standards.

 

Point-of-Sale Systems

 

We utilize third-party providers, including Square, for our point-of-sale and inventory management systems. We believe our existing systems can support our anticipated growth.

 

Corporate Enterprise Systems

 

We utilize various enterprise systems to help manage our operations, such as Xero (accounting and ERP system), ADP (HR and payroll system), and Bluecart (inventory management system). Many of these systems were recently upgraded to help support our future growth plans.

 

Properties

 

As of December 31, 2021, we had 7 company-owned retail locations across California, all of which are leased. As of the day of this prospectus, we have opened 2 new company-owned retail locations and expect to open a third one, which is currently under development, by 2022 year-end.

 

Intellectual Property

 

We own many registered trademarks and service marks in the United States and internationally, the most important of which might be our trademarked logo. Other important trademarks include “Reborn Coffee” word marks and our recognizable Reborn sign logo. We believe the Reborn name and the many distinctive marks associated with it are of significant value and are very important to our business. Accordingly, as a general policy, we pursue registration and monitor the use of our marks in the United States and challenge any unauthorized use.

 

We plan to license the use of our marks through franchise agreements, vendor agreements and licensing agreements. These agreements typically restrict third parties’ activities with respect to use of the marks and impose brand standards requirements. We require licensees to inform us of any potential infringement of the marks.

 

Regulatory

 

We are subject to extensive federal, state, and local government regulation, including those relating to, among others, public health and safety, zoning and fire codes, and franchising. Failure to obtain or retain licenses and registrations or exemptions would adversely affect the operation of our locations. Although we have not experienced and do not anticipate experiencing any significant problems obtaining required licenses, permits or approvals, any difficulties, delays or failures in obtaining such licenses, permits, registrations, exemptions or approvals could delay or prevent the opening of, or adversely impact the viability of, a location in a particular area. The development and construction of additional locations will be subject to compliance with the applicable zoning, land use and environmental regulations.

 

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Our franchising activities are subject to the rules and regulations of the FTC and various state laws regulating the offer and sale of prospective franchises. The FTC’s franchise rules and various state laws require that we furnish a franchise disclosure document (“FDD”) containing certain financial information to prospective franchise partners in a number of states requiring registration of the FDD with state authorities. Substantive state laws that regulate the franchise or franchise relationship exist in a substantial number of states, and bills have been introduced in Congress from time to time that would provide for federal regulation of the franchisor-franchisee relationship. The state laws often limit, among other things, the duration and scope of non-competition provisions, the ability of a franchisor to terminate or refuse to renew a franchise and the ability of a franchise partner to designate sources of supply.

 

We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986 and various federal and state laws governing such matters such as minimum wage, overtime, employment tax rates, workers compensation rates, citizenship requirements, and other working conditions. A significant number of shop-level personnel are paid at rates related to the federal minimum wage. We are also subject to the Americans with Disabilities Act, which prohibits discrimination on the basis of a disability and public accommodations in employment, which may require us to design or modify our locations to make reasonable accommodations for disabled persons.

 

Environmental

 

We believe federal and state environmental regulations have not had a material effect on operations, but more stringent and varied requirements of local government bodies with respect to zoning land use and environmental factors may in the future.

 

Legal Proceedings

 

In the future, the Company may be subject to various legal proceedings from time to time as part of its business. We are currently not involved in litigation that we believe will have a materially adverse effect on our financial condition or results of operations. As of March 31, 2022, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self- regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision is expected to have a material adverse effect.

 

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MANAGEMENT

 

The following table sets forth information for our executive officers, key employees and directors as of July 28, 2022.

 

Name   Age   Position
Executive Officers        
Jay Kim   60   Chief Executive Officer and Director
Stephan Kim   46   Chief Financial Officer
         
Non-Employee, Independent Directors        
Farooq M. Arjomand   64   Chairman of the Board of Directors and Independent Director
Dennis R. Egidi   76   Vice Chairman of the Board of Directors and Independent Director
Sehan Kim   69   Independent Director
Hannah Goh   23   Independent Director

  

Executive Officers

 

Jay Kim, age 60, Chief Executive Officer and Director

 

Mr. Kim has served as the Chief Executive Officer of Reborn Coffee since the inception of the Company in 2014. On July 1, 2007, Mr. Kim previously founded Wellspring Industry, Inc., which created the yogurt distribution company “Tutti Frutti” and the bakery-café franchise “O’My Buns.” Tutti Frutti grew to approximately 700 agents worldwide that offered self-serve frozen yogurt. Mr. Kim sold the majority ownership of Wellspring to group of investors in 2017 to focus his efforts on Reborn Coffee.

 

Prior to beginning Wellspring Mr. Kim was the owner of Coffee Roasters in Riverside, California from 2002 to 2007. Mr. Kim worked as the project manager for JES Inc., based in Brea, CA from 1997 to 2002 where he coordinated and managed environmental engineering projects. Mr. Kim worked as a Senior Process Engineer for Allied Signal Environment Catalyst in Tulsa, Oklahoma, from 1992 to 1997 where he coordinated and implemented projects related to plant productivity. He also acted as the leader in start-up plant to be based in Mexico for Allied Signal. From 1988 to 1992 Mr. Kim worked as the plant start-up engineer for Toyota Auto Body Inc.

 

Mr. Kim has a B.S, in Chemical Engineering from California State University at Long Beach and followed a Chemical office basic at US Army Chemical School in 1988. He was commissioned 1st. LT. of the US Army in 1986 and retired from the US Army in 1988.

 

Stephan Kim, age 46, Chief Financial Officer

 

Mr. Kim has served as the full-time Chief Financial Officer of the Company since June 26, 2022. Prior to joining Reborn Coffee, Mr. Kim provided professional accounting and tax consulting services for nearly 20 years to various clients in the consumer retail, healthcare, industrial manufacturing, and technology industries, including public accounting and tax consulting services under his own practice since 2011. Throughout his career as a public accountant, controller and banker in the US and South Korea, Mr. Kim has obtained broad and in-depth expertise on international accounting, finance, taxes and Sarbanes-Oxley 404 compliance. Mr. Kim graduated from Sogang University in South Korea with a B.A. in Sociology and Business in 2002 and earned a Master’s degree in Professional Accountancy from Indiana University in 2005. Mr. Kim began his career in 2002 as a banker with Shinhan Bank in South Korea. From 2005 to 2010, Mr. Kim was an Audit Manager at KPMG, Los Angeles office.

 

Non-Employee Directors

 

Farooq M. Arjomand, age 64, Chairman of the Board of Directors

 

Farooq Arjomand has served as the Chairman of the Board of Directors of Reborn Global since January 2015, and took over as the Chairman of the Board of Reborn Coffee Inc. on May 7, 2018.  In 1984, he started his career as a banker with HSBC and gained experience across all departments—namely, private banking, corporate finance, trade services, and investment banking. During his stint with HSBC, he also became the founding member of Amlak Finance & Emmar Properties in 1997.  Mr. Arjomand founded the Arjomand Group of companies in 2000 and has served as chief executive officer since that company’s inception. Based in Dubai, the Arjomand Group conducts various activities including real estate, manufacturing, trades, financial activities and aviation across the GCC, Asia, Europe and the US.

 

Mr. Arjomand has also served as the Chairman of DAMAC Properties, a leading developer in the Middle East and as a board member of Al Ahlia Insurance Company BSC, Bahrain. Mr. Arjomand also serves as Managing Partner of Barakat Group. Barakat Group has been involved in the manufacturing of juices and food stuffs for the past 30 years. Mr. Arjomand is a citizen of the United Arab Emirates. He graduated with a Business Management degree from Seattle Pacific University in Seattle, Washington.

 

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Dennis R. Egidi, age 76, Vice Chairman of the Board of Directors

 

Mr. Egidi is a licensed real estate broker in the State of Illinois. Additionally, Mr. Egidi was awarded the CPM® designation through the Institute of Real Estate Management. He holds a bachelor’s degree in civil engineering and attended graduate school in Civil Engineering at the University of Detroit.

 

Mr. Egidi joined Reborn Coffee Inc. as a Director and the Vice Chairman of the Board of Directors in June of 2020. Mr. Egidi formed DRE, Inc., an Illinois real estate development company in 1993, developing over 30 affordable housing projects in Illinois, Ohio, Indiana, Iowa, and California, totaling approximately 5,000 units. Today, he continues to serve as President of DRE, Inc., and acts as Managing General Partner of 15 limited partnerships, of which 5 have been redeveloped over the past 5 years.

 

In addition, Mr. Egidi served as President and Chairman of the board of Promex Midwest, a real estate property management firm. He has been involved in all phases of management in the commercial, residential and industrial building fields in the Midwest. Mr. Egidi has extensive knowledge and experience in the construction industry, having served as Executive Vice President and Chief Estimator for Corbetta Construction Company of Illinois, and then for Contractors and Engineers, Inc. During his 25 years of experience in the construction industry, he was involved in all types of projects ranging from multifamily housing, historical rehabs, high-rise office buildings and shopping centers. 

 

Mr. Egidi and DRE also have experience in the food service industry having developed fast food pizza stores in central Illinois under the Rocky Rococo brand in the 1980s. He was also a principal partner in Cookie Associates of Houston, Texas. Cookie Associates owned and operated 34 “Great American Cookie” stores and kiosks in the Houston market. Most recently, Mr. Egidi, as a principal of TF Investors LLC, was a franchisor of eight Tutti Frutti Frozen Yogurt franchises located in France and England.

 

Sehan Kim, age 69, Director

 

Sehan Kim has been a Director of Reborn Global since January 2015. Sehan Kim joined Magitech Incorporation in 2013 as Vice President of Operations. He oversees operations and management in water, and beverage businesses at Magitech Corporation. He led the major projects at Magitech to install the ERP system and the cold brewed coffee extraction systems.

 

Prior to this position, Sehan Kim from 2005 to 2011, was Senior Vice President at Korean Air Co., Ltd. (“Korean Air”). He was the Head of the Aerospace Division at Korean Air. Prior to that, Sehan Kim was vice president and general manager of the Commercial Aerostructure Businesses at Korean Air from 2001 to 2005, which supplied various aircraft structural components to major commercial airplane manufacturers, including Airbus, Boeing and Embraer.

 

From January 1994 to February 1997 Mr. Kim worked as a Korean Air representative at Boeing in Seattle, Washington, and had on the job training in configuration management at Northrop Aircraft company in Los Angeles, for the Korean Fighter Coproduction Program in 1981. He joined Korean Air in August 1979 as an Aerospace structural engineer. Mr. Sehan Kim studied Aerospace Engineering at Seoul National University in 1973 thru 1977 and holds a master’s Degree in business management from Busan National University.

 

Hannah Goh, age 23, Director

 

In 2017, Ms. Goh served as a Sales Deck Intern at Axa Equitable. She went on to serve as the Vice President of Marketing and Sales of Reborn Coffee Inc. from July 2020 to July 2021. Ms. Goh is actively involved with Phi Chi Theta National Business Fraternity, and in 2020, she became the Eastern Regional Director, a role she continues to serve today. She has also previously served as the Vice President of Internal Affairs and Vice President of Marketing for Phi Chi Theta. In 2021, she began her role as a Digital Business Transformation Management Consultant of Publicis Sapient, an American digital consulting company.

 

Hannah Goh graduated from New York University’s Stern School of Business in 2020, with a B.S. in Business and Political Economy and a minor in Social Entrepreneurship & Digital Art and Design. In 2021, she began her continued education at USC Iovine & Young Academy where she is currently pursuing her M.S. in Integrated Design, Business and Technology.

 

Family Relationships

 

There are no family relationships among our directors or executive officers.

 

Composition of Our Board of Directors

 

Our business and affairs are managed under the direction of our board of directors, a majority of which are independent (i.e., Farooq M. Arjomand, Dennis R. Egidi, Sehan Kim and Hannah Goh). We have five directors with no vacancies. Our current directors will continue to serve as directors until their resignation, removal or successor is duly elected.

 

Our certificate of incorporation and our bylaws permit our board of directors to establish the authorized number of directors from time to time by resolution. Each director serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death, resignation or removal.

 

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Committees of Our Board of Directors

 

Our board of directors has established a compensation committee and an audit committee. The composition and responsibilities of each of the committees of our board of directors are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

 

Audit Committee

 

Effective at the time of effectiveness of the registration statement of which this prospectus forms a part, our audit committee consists of Farooq M. Arjomand, Dennis R. Egidi and Sehan Kim. Each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements. The chair of our audit committee is Farooq M. Arjomand, who our board of directors has determined is an “audit committee financial expert” within the meaning of SEC regulations. In arriving at these determinations, our board of directors has examined each audit committee member’s scope of experience and the nature of their employment in the corporate finance sector.

 

The principal duties and responsibilities of our audit committee include, among other things:

 

  hiring and selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
     
  helping to ensure the independence and performance of the independent registered public accounting firm;
     
  helping to maintain and foster an open avenue of communication between management and the independent registered public accounting firm;
     
  discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end operating results;
     
  developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
     
  reviewing our policies on risk assessment and risk management;
     
  reviewing related party transactions;
     
  obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and
     
  approving (or, as permitted, pre-approving) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

 

Our audit committee operates under a written charter that satisfies the applicable listing standards of the Nasdaq Capital Market.

 

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Compensation Committee

 

Our compensation committee consists of Farooq M. Arjomand, Dennis R. Egidi and Sehan Kim. The chair of our compensation committee is Dennis R. Egidi.

 

The principal duties and responsibilities of our compensation committee include, among other things:

 

  approving the retention of compensation consultants and outside service providers and advisors;
     
  reviewing and approving, or recommending that our board of directors approve, the compensation, individual and corporate performance goals and objectives and other terms of employment of our executive officers, including evaluating the performance of our chief executive officer and, with his assistance, that of our other executive officers;
     
  reviewing and recommending to our board of directors the compensation of our directors;
     
  administering our equity and non-equity incentive plans;
     
  reviewing our practices and policies of employee compensation as they relate to alignment of incentives;
     
  reviewing and evaluating succession plans for the executive officers;
     
  reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans; and
     
  reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

 

Our compensation committee operates under a written charter that satisfies the applicable listing standards of the Nasdaq Capital Market.

 

Director Nominations

 

We do not have a standing nominating committee. In accordance with the Nasdaq Stock Exchange corporate governance standards, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place.

 

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

 

We expect to expand our board of directors in the future to include additional independent directors. In adding additional members to our board of directors, we will consider each candidate’s independence, skills and expertise based on a variety of factors, including the person’s experience or background in management, finance, regulatory matters and corporate governance. Further, when identifying nominees to serve as a director, we expect that our board of directors will seek to create a board of directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance.

 

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The following is a discussion for each director of the specific experience, qualifications, attributes or skills that lead our board of directors to conclude that each individual is qualified to serve as a director of our Company.

 

  Farooq M. Arjomand – Mr. Arjomand’s experience in founding businesses and operating them are factors considered by the board of directors. Specifically, the board of directors viewed favorably him starting The Arjomand group that he has expanded to various nations in reaching its conclusion.

 

  Dennis R. Egidi – Mr. Egidi’ s experience in founding various successful businesses were considered by the board of directors. Specifically, the board of directors viewed favorably his association with the Cookie Associates of Houston as a principal partner and operating 34  “Great American Cookie” stores and kiosks in reaching its conclusion.

 

  Jay Kim – Mr. Kim’s career as an entrepreneur and his involvement in various start-ups were factors considered by the board of directors. Specifically, the board of directors viewed favorably his role as a founder of Wellspring Industry Inc., that crated Tutti Frutti Yogurt that he expanded to a successful global franchise in reaching its conclusion.
     
  Sehan Kim – Mr. Kim’s long career in leadership positions were taken into consideration by the board of directors in reaching its conclusion. Specifically, the board of directors viewed his experience in setting up Magitech that installed ERP systems and cold brewed coffee extraction systems in reaching its conclusion.
     
  Hannah Goh – The board of directors considered Ms. Goh’s passion for business, community involvement, and project initiative in reaching its conclusion, viewing favorably her potential to provide a fresh, unique perspective to the board with her combined interests in both business and marketing.

 

In addition to each of the individual skills and backgrounds described above, the board of directors also concluded that each of these individuals will continue to provide knowledgeable advice to our other directors and to senior management on numerous issues facing our Company and on the development and execution of our strategy.

 

Code of Business Conduct and Ethics

 

In filing our Registration Statement on Form S-1 on July 3, 2017, we adopted a Code of Business Conduct and Ethics that applies to all our employees, officers and directors. This includes our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics will be posted on our website at www.reborncoffee.com. We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

 

Compensation Committee Interlocks and Insider Participation

 

None of the members of the compensation committee are currently, or have been at any time, one of our executive officers or employees. None of our executive officers currently serve, or have served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our board of directors or compensation committee.

 

Non-Employee Director Compensation

 

We have not established standard compensation arrangements for our directors and the compensation payable to each individual for their service on our Board will be determined from time to time by our board of directors based upon the amount of time expended by each of the directors on our behalf. Currently, executive officers of our company who are also members of the board of directors do not receive any compensation specifically for their services as directors.

 

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EXECUTIVE COMPENSATION

 

The following table presents the compensation awarded to or earned by our named executive officers for the years ended December 31, 2020 and December 31, 2021.

 

Summary Compensation Table – Officers

 

Name and       Salary     Bonus     Stock
Awards
    Option
Awards
    Non-equity
Incentive plan
compensation
    Change in
Pension
Value and
Nonqualified
deferred
compensation
    All other
Compensation
    Total  
principal position   Year   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
Jay Kim
Chief Executive Officer(1)
  2021     50,000       -0-       -0-       -0-       -0-       -0-       -0-       50,000  
                                            
Kevin Hartley
Former Chief Financial Officer (2)
  2021     10,000       -0-       200 (3)     -0-       -0-       -0-       -0-       10,200  
                                            
Jay Kim
Chief Executive Officer(1)
  2020     50,000       -0-       -0-       -0-       -0-       -0-       -0-       50,000  
                                            
Kevin Hartley
Former Chief Financial Officer (2)
  2020     10,000       -0-       200 (3)     -0-       -0-       -0-       -0-       10,200  

 

(1)

There is no employment contract with Jay Kim at this time. Nor are there any agreements with Mr. Kim for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.

(2)

We entered into a consulting agreement on September 15, 2021 with Kevin Hartley for his services as CFO of the Company pursuant to which Mr. Hartley received $24,000 per year and additional compensation in the form of shares common stock.

(3) Kevin Hartley was awarded 2,000,000 shares at a par value of $0.0001 for a book value of $200.

 

Narrative to Summary Compensation Table

 

There is no employment contract with Jay Kim at this time. Nor are there any agreements with Mr. Kim for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.

 

Effective July 27, 2022, the Company executed an employment agreement with Stephan Kim for Mr. Kim to serve as full time Chief Financial Officer of the Company, effective immediately.  Mr. Kim shall receive a monthly payment of $12,000 ($144,000 annually) as compensation for his services, and the Company granted $56,000 worth of shares of RSU, which will be vested in 3 months after employment and can be sold after one year. The terms of the RSUs will be set out in a separate RSU agreement to be executed in the near future. The employment agreement is an at-will agreement and is terminable by either party at any time.  A copy of the agreement is filed herewith as Exhibit 10.11.

 

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Director Compensation 

 

No compensation was paid to our non-employee directors for services rendered during the years ended December 31, 2021 and 2020. 

 

Indemnification Matters

 

Our certificate of incorporation contains provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Additionally, a director is not personally liable for monetary damages for breach of fiduciary duty as a director (i) for any breach of his or her duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derives an improper personal benefit.

 

Our certificate of incorporation authorizes us to indemnify our directors, officers, employees and other agents to the fullest extent permitted by Delaware law. Our bylaws provide that we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law and may indemnify our other employees and agents. Our bylaws also provide that, on satisfaction of certain conditions, we will advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With certain exceptions, these agreements provide for indemnification for related expenses including attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe these provisions in our certificate of incorporation and bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary directors’ and officers’ liability insurance.

 

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers or persons controlling us, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this prospectus, below we describe transactions since January 1, 2019 to which we were a party or will be a party, in which:

 

  the amounts involved exceeded or will exceed $18,462; and
     
  any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, the foregoing persons (each, a “related party” and collectively, “related parties”), had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under the section titled “Executive Compensation.”

 

The Company had the following related party transactions:

 

  Loan Payable to Others (August 2019 - $40,578 loan) – In August 2019, the Company received a non-bearing interest loan from an individual. The loan payable is due on demand. As of September 30, 2021 and December 31, 2020, there was a balance outstanding of $0 and $(548), respectively. For the years ended December 31, 2021 and 2020, the Company paid $0 and $8,780 in interest. The overpayment amount of $548 was adjusted to accounts receivable at December 31, 2020 and then subsequently written off during the year ended December 31, 2021. The individual is the spouse of Jay Kim, our Chief Executive Officer.
     
  Loan Payable to Director (December 2016 - $ 1,489,809 non-bearing interest loan) – On December 2016, the Company received a non-bearing interest loan from Farooq Arjomand, Chairman of the Board of the Company. The loan payable is due on demand. As of December 31, 2021 and 2020, there was a balance outstanding of $0 and $782,383, respectively. In September 2021, this note was converted into 31,295,320 shares of Class A common stock.
     
  Loan Payable to Officer and Director (December 2016 - $ 1,674,100 non-bearing interest loan) – On December 2016, the Company received a non-bearing interest loan from Jay Kim, Chief Executive Officer of the Company. The loan payable is due on demand. As of December 31, 2021 and 2020, there was a balance outstanding of $0 and $487,499, respectively.
     
  Loan Payable to Director (May 2021 - $ 250,000 non-bearing interest loan) – In May 2021, the Company received a non-bearing interest loan from Dennis Egidi, a member of the Board of Directors of the Company. The loan payable is due on demand. As of December 31, 2021, the outstanding balance of the loan was $0. In September 2021, this note was converted into 9,000,000 shares of Class A common stock.

 

Loan Payable to Director (May 2022 - $ 150,000 loan bearing 5% interest) – In May 2022, the Company entered into a convertible note agreement with an entity controlled by Dennis Egidi, a member of the Board of Directors of the Company, for a period of up to one year from the date of the note. The note is a general unsecured obligation and subordinate to all other borrowed funds from banks and commercial finance lenders. Outstanding borrowings under this agreement (as of the date of this prospectus, the full $150,000) bear interest at 5% and will automatically convert into common shares of the Company upon the closing of the next equity financing (including this offering), at a conversion rate to be determined by the Company’s valuation and capitalization at the time of that equity financing. If there is no equity financing prior to December 31, 2022, the outstanding borrowings under these convertible notes and any accrued interest will be payable upon demand of the noteholder at any time.

 

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PRINCIPAL STOCKHOLDERS

 

The following table sets forth, as of August 11, 2022, information regarding beneficial ownership of our capital stock by:

 

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

 

each of our directors and director nominees;

 

each of our named executive officers; and

 

all of our current executive officers, directors and director nominees as a group.

 

The percentage ownership information under the column titled “Before Offering” is based on 11,354,450 shares of common stock issued and outstanding as of August 11, 2022. The percentage ownership information under the column titled “After Offering” is based on the sale and issuance of 1,440,000 shares of common stock in this offering (assuming no exercise of the over-allotment option), the issuance of 325,495 shares to certain stockholders immediately prior to the closing of this offering which were previously booked as paid for and owed to such stockholders, and does not include any shares that may be issuable pursuant to any convertible notes outstanding.

 

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days after August 11, 2022. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Notwithstanding the foregoing, the number of shares for which the representative’s warrants are exercisable is subject to the number of shares of common stock offered by us in this offering. As a result, the below table assumes that the representative’s warrants are not immediately exercisable or exercisable within 60 days after August 11, 2022 for purposes of determining the beneficial ownership before the offering.

 

The information contained in the following table does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

 

Table of Contents

 

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Reborn Coffee Inc., 580 N. Berry St. Brea, CA 92821.

 

    Number of Shares     Percentage of Shares Beneficially Owned  
Name of Beneficial Owner   Beneficially Owned     Before Offering     After
Offering
 
5% or Greater Stockholders                  
                   
Directors and Named Executive Officers                  
Jay Kim, Chief Executive Officer and Director     2,530,333       21.7 %     19.4 %
Stephan Kim, Chief Financial Officer     --       --       --  
Kevin Hartley, former Chief Financial Officer     40,000       0.3 %     0.3 %
Farooq M. Arjomand, Chairman of the Board     3,648,631       31.4 %     27.9 %
Dennis R. Egidi, Vice Chairman of the Board     1,242,792       10.7 %     9.5 %
Sehan Kim, Director     382,273       3.3 %     2.9 %
Hannah Goh, Director     1,000,001       8.6 %     7.6 %
                         
All directors, directors nominees and executive officers as a group (7 persons):     8,844,030       76.0 %     67.6 %

 

* Represents beneficial ownership of less than 1%.

 

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SELLING STOCKHOLDERS

 

Selling Stockholder Sales

 

This prospectus covers the possible resale by the Selling Stockholders identified in the table below of up to 1,824,246 shares of our common stock held by the named Selling Stockholders therein.

 

The Selling Stockholders may sell some, all or none of their Selling Stockholder Shares. We do not know how long such Selling Stockholders will hold the Selling Stockholder Shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale of any of the Selling Stockholder Shares.

 

Unless otherwise indicated in the footnotes to the below table, no Selling Stockholder has had any material relationship with us or any of our affiliates within the past three years other than as a securityholder of our Company.

 

We have prepared the following table based on information furnished to us by or on behalf of the Selling Stockholders. Since the date on which the Selling Stockholders provided this information, the Selling Stockholders may have sold, transferred or otherwise disposed of all or a portion of the Selling Stockholder Shares in a transaction exempt from the registration requirements of the Securities Act. Unless otherwise indicated in the footnotes below, we believe that: (i) none of the Selling Stockholders are broker-dealers or affiliates of broker-dealers, and (ii) no Selling Stockholder has direct or indirect agreements or understandings with any person to distribute their Selling Stockholder Shares. To the extent any Selling Stockholder identified below is, or is affiliated with, a broker-dealer, it could be deemed to be an “underwriter” within the meaning of the Securities Act. Information about the Selling Stockholders may change over time.

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The following table presents information regarding the Selling Stockholders and the Selling Stockholder Shares that each may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the Selling Stockholders, and reflects their respective holdings as of August 11, 2022, unless otherwise noted in the footnotes to the table. Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table. To our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned. The percentage of shares beneficially owned before and after the offering is based on 11,354,450 shares of our common stock issued and outstanding on August 11, 2022, and 12,919,945 shares issued and outstanding after the offering (assuming the issuance and sale of 1,440,000 shares in this offering (assuming no exercise of the over-allotment option) and 325,495 shares issuable to certain stockholders immediately prior to the closing of this offering).

 

Selling Stockholder   Number of
shares of
common stock
owned by
selling
stockholder
    Number of
shares being
registered
    Number of
shares
owned
after the
offering (1)
    Percentage
owned
after the
offering
 
Cromwell Capital Holdings Inc. (2)     532,559       532,559       0       --  
Seung Woo Song (3)     335,000       335,000       0       --  
Ki Chang Kim (4)     232,559       232,559       0       --  
Indrajith Andrew Weeraratne (5)     202,751       201,600       1,151       *  
Julie Kim (6)     100,000       100,000       0       --  
Nathalie Beyrard (7)     68,140       58,140       10,000        *  
Hong Ma (8)     58,140       58,140       0       --  
Dung Pham (9)     58,140       58,140       0       --  
Robert Blaine (10)     34,280       34,280       0       --  
Sang Jae Lee (11)     25,000       25,000       0       --  
James Chae (12)     40,000       20,000       20,000       *  
Myung Sik Kim (13)     20,000       20,000       0       --  
Young Chang Kim (14)     20,000       20,000       0       --  
Eugene Nichols (15)     15,050       15,000       50       *  
Ray Baum (16)     13,882       13,500       382       *  
BL Pacific LLC (17)     10,000       10,000       0       --  
Laila Galadari (18)     48,000       8,000       40,000       *  
Thomas & Jayne Avery (19)     7,847       7,000       847       *  
Nabil Barakat (20)     6,000       6,000       0       --  
Chris Higgins (21)     6,471       6,000       471       *  
Bo Engberg (22)     5,084       5,000       84       *  
Khanh Quoc Nguyen (23)     5,000       5,000       0       --  
Pol San (24)     5,500       5,000       500       *  
Sithea & Richer San (25)     6,000       5,000       1,000       *  
Kyung Park (26)     54,611       4,828       49,783       *  
LP Entertainment LLC (27)     4,000       4,000       0       --  
Norma Ponce de  Leon (28)     3,550       3,500       50       *  
Jonas Persson (29)     3,300       3,000       300       *  
Roger Persson (30)     3,100       3,000       100       *  
Lise Romanoff (31)     3,050       3,000       50       *  
Patrick Bollar (32)     3,436       2,500       936       *  
Deborah Mcguirt (33)     2,911       2,500       411       *  
Goran Antic (34)     2,200       2,000       200       *  
Elaine Chae (35)     2,000       2,000       0       --  
Michael Laub (36)     2,000       2,000       0       --  
Vivien Flitton (37)     1,550       1,500       50       *  
Christopher Kuruppu (38)     1,500       1,500       0       --  
Terrance Kuruppu (39)     1,550       1,500       50       *  
Dan Wells (40)     1,550       1,500       50       *  
John and Mary Hansen (41)     1,000       1,000       0       --  
Kazuko Kusunnoki (42)     1,002       1,000       2       *  
Jerry A. Lopes (43)     1,005       1,000       5       *  
James New (44)     1,000       1,000       0       --  
Laurel Thor (45)     1,000       1,000       0      

--

 
TOTAL:             1,824,246                  

 

* represents ownership of less than 1%.
(1) Assumes all shares being registered hereunder by each Selling Stockholder will be sold after this offering.
(2) The address for this Selling Stockholder is 4533 McArthur Blvd. 5013, Newport Beach, CA 92660. Paul Edalat has sole voting and dispositive power of these shares.
(3) The address for this Selling Stockholder is 7017 E. Avenida De Santiago, Anaheim, CA 92807.
(4)