Reborn Coffee, Inc. 8-K

What Happened

• Reborn Coffee, Inc. (REBN) announced on Form 8-K that on March 31, 2026 it entered into a Forbearance Agreement with the Arena Investors to address a delay in payment tied to prior financings. The Arena Investors had requested 30% of the gross cash proceeds from a October 20, 2025 Securities Subscription Agreement with Charles Jeong (1,192,661 shares issued for $6,500,000). The Forbearance Agreement waives and forbears the investors’ rights and any defaults under the company’s 10% OID secured convertible debentures as of March 31, 2026 in exchange for specific payments and warrant issuance.

Key Details

• Debentures: 10% Original Issue Discount secured convertible debentures issued on Feb 10, Feb 26, Mar 28 and Jul 31, 2025 under a Securities Purchase Agreement originally dated Feb 6, 2025 (amended Mar 28 and Jul 31, 2025).
• Forbearance payment schedule: $1,059,522 due by April 6, 2026; $400,000 due by April 20, 2026; then $500,000 in cash on the sixth day of each month beginning in May 2026 until the debentures are paid or converted.
• Warrants: Company will issue Forbearance Warrants to purchase 250,000 shares of common stock at $2.00 per share.
• Registration: Company agreed to file a registration statement (no later than five business days after filing its Form 10-K) to register the shares underlying the Forbearance Warrants and certain other warrants.

Why It Matters

• The agreement avoids immediate default or enforcement by the Arena Investors but commits Reborn Coffee to near-term cash payments totaling material amounts and creates potential share dilution via the 250,000-warrant issuance.
• Investors should note this reduces short-term default risk but signals ongoing leverage and cash-flow obligations tied to prior convertible debt and financings. The required registration filing could make the warrant shares marketable, increasing dilution risk if exercised.