UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
As previously reported, on June 1, 2023, Reborn Global Holdings, Inc., a California corporation and subsidiary of Reborn Coffee, Inc., a Delaware corporation (the “Company”) entered into a debt agreement (the “Loan Note”) with DRE, Inc, a Illinois corporation (“DRE”). DRE is owned and controlled by Dennis Egidi who is Vice Chairman of the Company’s Board of Directors (the “Board”).
On November 28, 2023, the Company entered into an exchange agreement (the “Exchange Agreement”) with DRE. Pursuant to the Exchange Agreement, HNRA agreed to exchange, in consideration of surrender and termination of the Loan Note , with an outstanding balance (including interest accrued thereon) of $1,000,000, for 1,666,667 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) at a price per share equal to $0.60 per share (the “Exchange Shares”). Pursuant to the Exchange Agreement, the Company also granted to DRE piggyback registration rights with regard to the Exchange Shares.
The foregoing summary of the Exchange Agreement is qualified in its entirety by reference to the text of the Exchange Agreement, which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information disclosed under Item 1.01 of this Report is incorporated into this Item 3.02 to the extent required herein. The Company issued the Exchange Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506(b) of Regulation D promulgated thereunder, and/or Section 3(a)(9) of the Securities Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit Number |
Description | |
| 10.1 | Exchange Agreement by and between the Company and DRE, dated November 28, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 29, 2023
| REBORN COFFEE, INC. | ||
| By: | /s/ Jay Kim | |
| Name: | Jay Kim | |
| Title: | Chief Executive Officer | |
| 2 |