UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure
On January 17, 2024, Reborn Coffee, Inc., a Delaware corporation (the “Company”), issued a press release announcing a reverse stock split of its issued common stock, par value $0.0001 (the “Common Stock”), in the ratio of 1-for-8. A copy of the press release is included as Exhibit 99.1 and is hereby incorporated by reference.
On January 17, 2024, the Company issued a press release announcing the closing of a private placement with Farooq M. Arjomand (the “Investor”), the Chairman of the Company’s Board of Directors. The Company offered and sold to the Investor a total of 1,666,667 shares of the Company’s Common Stock at a purchase price of $0.60 per share, for aggregate gross proceeds of approximately $1 million. A copy of the press release is included as Exhibit 99.2 and is hereby incorporated by reference.
Exhibit 99.1 and Exhibit 99.2 are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of the Company dated January 17, 2024 entitled “Reborn Coffee to Conduct 1-for-8 Reverse Stock Split” | |
| 99.2 | Press Release of the Company dated January 17, 2024 entitled “Reborn Coffee Closes $1 Million Private Placement Equity Investment from Chairman Farooq Arjomand” | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 17, 2024
| REBORN COFFEE, INC. | ||
| By: | /s/ Jay Kim | |
| Name: | Jay Kim | |
| Title: | Chief Executive Officer | |
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