REBN Reborn Coffee Inc

Reborn Coffee Inc. (Nasdaq: REBN), a leader in the specialty coffee market, today announced has entered into a securities purchase agreement and a common stock purchase agreement for up to a total of $60 million in financing commitments with Arena Investors, LP (“Arena”) and Arena Business Solutions Global SPC II, Ltd. (“ABS”).

Dawson James Securities, Inc. served as placement agent to Reborn Coffee.

The finalized financing structure includes:

• Up to $10 Million Debenture and Warrant Offering (the “Debenture Offering”) – Reborn Coffee has entered into a securities purchase agreement with Arena for the sale and issuance of up to $10 million in aggregate principal of 10% original issue discount secured convertible debentures for a purchase price of up to $9 million. Reborn Coffee anticipates closing on the transaction in four separate tranches. In connection with the debentures, Reborn Coffee will also issue warrants to purchase common stock equal to 20% of the total principal amount of the related debentures divided by 92.5% of the lowest daily VWAP of the common stock for the five trading days prior to the related closing.
• $50 Million Equity Line of Credit (“ELOC”) – Reborn Coffee also announced that it has entered into a purchase agreement establishing an equity line of credit with ABS, under which the Company will have the right, but not the obligation, to issue and sell ABS up to $50.0 million in shares of the Company’s common stock from time to time, subject to certain conditions set forth therein.

Reborn Coffee intends to use the net proceeds from the Debenture Offering and the ELOC for working capital and general corporate purposes to support its future growth.

"Finalizing this definitive agreement marks a major milestone for Reborn Coffee. Arena’s confidence in our vision and execution strengthens our ability to scale rapidly, open flagship locations, and drive continued innovation. We believe this funding provides the financial foundation we need to elevate our brand and expand strategically across key markets," said Jay Kim, CEO of Reborn Coffee.

With this potential financing now in place, Reborn Coffee plans to accelerate its national expansion, focusing on flagship store openings, strengthening its retail presence, and introducing new product offerings tailored to meet evolving consumer demands. The Debenture Offering will provide immediate liquidity to undertake growth initiatives, while the ELOC provides long-term financial strength to support large-scale expansion efforts.

Additional details on the Debenture and the ELOC will be disclosed in a Current Report on Form 8-K that Reborn Coffee intends to file with the SEC.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the shares of common stock, nor will there be any sale of the shares of common stock in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

About Reborn Coffee

Reborn Coffee, Inc. (NASDAQ: REBN) is focused on serving high quality, specialty-roasted coffee at retail locations, kiosks, and cafes. Reborn is 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. Reborn believes they differentiate themselves from other coffee roasters through innovative techniques, including sourcing, washing, roasting, and brewing their coffee beans with a balance of precision and craft. For more information, please visit www.reborncoffee.com.

Forward-Looking Statements

All statements in this release that are not based on historical fact are “forward-looking statements.” While management has based any forward-looking statements included in this release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of our recent filings with the Securities and Exchange Commission (“SEC”) including our Form 10-Q for the third quarter of 2024, which can be found on the SEC’s website at www.sec.gov. Such risks, uncertainties, and other factors include, but are not limited to, the Company’s ability to continue as a going concern as indicated in an explanatory paragraph in the Company’s independent registered public accounting firm’s audit report as a result of recurring net losses, among other things, the Company’s ability to successfully open the additional locations described herein as planned or at all, the Company’s ability to expand its business both within and outside of California (including as it relates to increasing sales and growing Average Unit Volumes at our existing stores), the degree of customer loyalty to our stores and products, the fluctuation of economic conditions, competition and inflation. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contacts

Investor Relations Contact:Chris TysonExecutive Vice PresidentMZ North AmericaREBN@mzgroup.us   949-491-8235

Company Contact:Reborn Coffee, Inc.ir@reborncoffee.com