REBN on Nasdaq
Reborn Coffee, Inc.
American retail-eating places company, incorporated in Delaware1
In its 2026 annual report the company says: “Reborn Coffee Franchise does not have any franchisees as of December 31, 2025.”4 It is headquartered in Brea, California.1 Its shares trade on Nasdaq under the symbol REBN.1
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Last updated Oct 21, 2026.
Overview
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- TickerREBN on Nasdaq1
- IndustryRetail-Eating Places1
- HeadquartersBrea, California1
- Incorporated inDE2
- Business address580 N. Berry Street, Brea, Ca 928212
- Filer categoryNon-accelerated filer, Smaller reporting company2
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Coffee marks. Reborn Coffee Franchise does not have any franchisees as of December 31, 2025.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
-71.6%Operating margin5
-112.9%Net margin5
36.5%Revenue growth, 20255
-196.8%Return on equity5
0.11×Debt to equity5
-$6.6MFree cash flow5
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Stores brought in 74% of the revenue Reborn Coffee, Inc. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2024 | 2025 |
|---|---|---|
| Stores | $5.6M | $6.0M |
| License Income | $1.1M | |
| Service Income Related Party | $929.0K | |
| Wholesale And Online | $355.3K | $113.6K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue8¢$650.3K
- Other costs91¢$7.3M
- Income tax1¢$109.3K
Out of $8.1M in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Total net revenues | $8.1M | $5.9M |
| Product, food and drink costs - stores, wholesale and online | $2.4M | $2.2M |
| Cost of service income subcontractors, related party | $650.3K | |
| General and administrative | $7.8M | $6.9M |
| Professional fees | $1.6M | $693.6K |
| Stock compensation expense | $1.5M | $787.2K |
| Total operating costs and expenses | $13.9M | $10.5M |
| Loss from operations | -$5.8M | -$4.6M |
| Other income | $146.5K | $55.1K |
| Interest expense | -$156.1K | -$215.1K |
| Interest expense - debt discount | -$1.1M | |
| Gain on sale of property | $45.7K | |
| Loss on debt extinguishment | -$723.0K | |
| Derivative expense | $297.2K | |
| Asset impairment loss | -$1.6M | -$25.6K |
| Total other expenses, net | -$3.1M | -$185.6K |
| Loss before income taxes | -$8.9M | -$4.8M |
| Provision for income taxes | $109.3K | $800 |
| Net loss | -$9.0M | -$4.8M |
| Net income attributable to non-controlling interest | $134.1K | |
| Net loss attributable to Reborn Coffee shareholders | -$9.1M | -$4.8M |
| Net loss per common share attributable to Reborn Coffee shareholders, basic (in Dollars per share) | -$1.73 | -$1.66 |
| Net loss per common share attributable to Reborn Coffee shareholders, diluted (in Dollars per share) | -$1.73 | -$1.66 |
| Number of weighted average shares - basic (in Shares) | 5.3M shares | 2.9M shares |
| Number of weighted average shares - diluted (in Shares) | 5.3M shares | 2.9M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2025-06-30 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $2.6M | $158.2K | ||
| Accounts receivable, net of allowance for doubtful accounts of $75,689 and $0, respectively | $947.0K | $67.3K | ||
| Accounts receivable from related party | $729.0K | |||
| Inventories, net | $58.4K | $169.6K | ||
| Prepaid expense and other current assets | $550.0K | $467.6K | ||
| Loan receivable from related party | $2.0M | |||
| Total current assets | $6.9M | $862.8K | ||
| Property and equipment, net | $2.9M | $4.1M | ||
| Operating lease right-of-use asset | $2.2M | $2.7M | ||
| Long-term prepayment | $1.0M | |||
| Other assets | $246.2K | $193.2K | ||
| Total assets | $13.2M | $7.8M | ||
| Accounts payable | $561.5K | $558.4K | ||
| Accrued expenses and current liabilities | $815.2K | $774.8K | ||
| Loan payable to shareholder | $70.0K | |||
| Loans payable to financial institutions, current | $109.2K | $111.3K | ||
| Loans payable to others | $279.0K | $427.1K | ||
| Loan payable to related party | $153.6K | |||
| Convertible debt, net of debt discount of $2,330,246 | $3.3M | |||
| Derivative liability | $503.4K | |||
| Loan payable, emergency injury disaster loan, current | $22.5K | $30.1K | ||
| Loan payable, payroll protection program, current | $26.3K | $37.5K | ||
| Operating lease liabilities, current | $879.4K | $844.2K | ||
| Total current liabilities | $6.7M | $2.8M | ||
| Loan payable, emergency injury disaster loan, net of current | $469.9K | $469.9K | ||
| Loan payable, payroll protection program, net of current | $25.7K | $26.3K | ||
| Operating lease liabilities, net of current | $1.4M | $1.9M | ||
| Total liabilities | $8.5M | $5.2M | ||
| Common Stock, $0.0001 par value, 40,000,000 shares authorized; 7,850,601 and 4,274,508 shares issued and outstanding, respectively | $785 | $428 | ||
| Common stock issuable, $0.0001 par value, 170,000 and 294,000 shares issuable, respectively | $850.0K | $1.5M | ||
| Additional paid-in capital | $34.4M | $22.7M | ||
| Accumulated deficit | -$30.7M | -$21.6M | ||
| Accumulated other comprehensive income | $21.1K | |||
| Non-controlling interest in subsidiary | $134.1K | |||
| Total shareholders equity | $4.6M | $2.6M | $846.4K | |
| Total liabilities and shareholders equity | $13.2M | $7.8M | ||
| Allowance for doubtful accounts | $75.7K | $0 | ||
| Convertible debt, net of debt discount | $900.2K | |||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | ||
| Common stock, shares authorized (in Shares) | 40.0M shares | 40.0M shares | ||
| Common stock, shares issued (in Shares) | 7.9M shares | 50.0K shares | 4.3M shares | |
| Common stock, shares outstanding (in Shares) | 7.9M shares | 4.3M shares | ||
| Common stock issuable, par value (in Dollars per share) | $0 | $0 | ||
| Common stock issuable, shares issuable (in Shares) | 170.0K shares | 294.0K shares | ||
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | ||
| Preferred stock, shares authorized (in Shares) | 1.0M shares | 1.0M shares |
| Period ending | 2025-12-31 | 2025-06-30 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $2.6M | $158.2K | ||
| Accounts receivable, net of allowance for doubtful accounts of $75,689 and $0, respectively | $947.0K | $67.3K | ||
| Accounts receivable from related party | $729.0K | |||
| Inventories, net | $58.4K | $169.6K | ||
| Prepaid expense and other current assets | $550.0K | $467.6K | ||
| Loan receivable from related party | $2.0M | |||
| Total current assets | $6.9M | $862.8K | ||
| Property and equipment, net | $2.9M | $4.1M | ||
| Operating lease right-of-use asset | $2.2M | $2.7M | ||
| Long-term prepayment | $1.0M | |||
| Other assets | $246.2K | $193.2K | ||
| Total assets | $13.2M | $7.8M | ||
| Accounts payable | $561.5K | $558.4K | ||
| Accrued expenses and current liabilities | $815.2K | $774.8K | ||
| Loan payable to shareholder | $70.0K | |||
| Loans payable to financial institutions, current | $109.2K | $111.3K | ||
| Loans payable to others | $279.0K | $427.1K | ||
| Loan payable to related party | $153.6K | |||
| Convertible debt, net of debt discount of $2,330,246 | $3.3M | |||
| Derivative liability | $503.4K | |||
| Loan payable, emergency injury disaster loan, current | $22.5K | $30.1K | ||
| Loan payable, payroll protection program, current | $26.3K | $37.5K | ||
| Operating lease liabilities, current | $879.4K | $844.2K | ||
| Total current liabilities | $6.7M | $2.8M | ||
| Loan payable, emergency injury disaster loan, net of current | $469.9K | $469.9K | ||
| Loan payable, payroll protection program, net of current | $25.7K | $26.3K | ||
| Operating lease liabilities, net of current | $1.4M | $1.9M | ||
| Total liabilities | $8.5M | $5.2M | ||
| Common Stock, $0.0001 par value, 40,000,000 shares authorized; 7,850,601 and 4,274,508 shares issued and outstanding, respectively | $785 | $428 | ||
| Common stock issuable, $0.0001 par value, 170,000 and 294,000 shares issuable, respectively | $850.0K | $1.5M | ||
| Additional paid-in capital | $34.4M | $22.7M | ||
| Accumulated deficit | -$30.7M | -$21.6M | ||
| Accumulated other comprehensive income | $21.1K | |||
| Non-controlling interest in subsidiary | $134.1K | |||
| Total shareholders equity | $4.6M | $2.6M | $846.4K | |
| Total liabilities and shareholders equity | $13.2M | $7.8M | ||
| Allowance for doubtful accounts | $75.7K | $0 | ||
| Convertible debt, net of debt discount | $900.2K | |||
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | ||
| Common stock, shares authorized (in Shares) | 40.0M shares | 40.0M shares | ||
| Common stock, shares issued (in Shares) | 7.9M shares | 50.0K shares | 4.3M shares | |
| Common stock, shares outstanding (in Shares) | 7.9M shares | 4.3M shares | ||
| Common stock issuable, par value (in Dollars per share) | $0 | $0 | ||
| Common stock issuable, shares issuable (in Shares) | 170.0K shares | 294.0K shares | ||
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | ||
| Preferred stock, shares authorized (in Shares) | 1.0M shares | 1.0M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$9.1M | -$4.8M |
| Non-controlling interest net income | $134.1K | |
| Stock compensation expense | $1.5M | $787.2K |
| Loss on settlement of debt | $723.0K | |
| Interest expense - amortization of debt discount | $1.1M | |
| Operating lease | -$26.3K | -$64.2K |
| Asset impairment loss | $1.6M | $25.6K |
| Loss on disposal of assets | -$45.7K | |
| Depreciation | $449.6K | $391.3K |
| Derivative expense | -$297.2K | |
| Decrease in accounts receivable | -$1.6M | -$10.4K |
| Increase in inventories | $111.2K | $15.4K |
| Decrease in prepaid expense and other assets | -$135.4K | $98.4K |
| Decrease in accounts payable | -$907.9K | -$53.2K |
| Increase in accrued expenses and liabilities | $40.4K | $163.5K |
| Net cash used in operating activities | -$6.5M | -$3.5M |
| Acquisition of property and equipment | -$51.2K | -$1.1M |
| Proceeds from sale of assets | $75.0K | $132.2K |
| Long-term prepayment | -$1.0M | |
| Loan receivables from related party | -$2.0M | |
| Net cash used in investing activities | -$3.0M | -$977.2K |
| Net proceeds from loan payable to others | -$148.0K | -$182.0K |
| Net borrowings from related party | $637.6K | |
| Proceeds from issuances of common stock | $8.4M | $4.3M |
| Proceeds from common stock issuable | $1.5M | |
| Proceeds from loan payable to shareholder | $70.0K | -$100.0K |
| Borrowings from convertible debt | $3.0M | |
| Repayments from loan payable to financial institutions | -$2.1K | -$1.0M |
| Repayments on loan payable to PPP | -$19.4K | -$33.5K |
| Net cash provided by financing activities | $11.9M | $4.4M |
| Net increase (decrease) in cash | $2.4M | -$6.1K |
| Interest | $75.2K | $134.8K |
| Income taxes | $109.3K | $1.6K |
No quarter-by-quarter statement was filed.
Corporate structure
Reborn Coffee, Inc. sits at the top of its group. 6 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Reborn Coffee, Inc.
- Arena Investors Filed SCHEDULE 13G/A on Reborn Coffee, Inc., latest Aug 14, 2025 (2 filings since Jun 25, 2025)
- Yohan Kim Filed SCHEDULE 13G on Reborn Coffee, Inc., latest Apr 4, 2025
- Farooq M. Arjomand Filed SC 13D on Reborn Coffee, Inc., latest Sep 12, 2022
- Dennis R. Egidi Filed SC 13D on Reborn Coffee, Inc., latest Sep 2, 2022
- Hannah Goh Filed SC 13D on Reborn Coffee, Inc., latest Sep 2, 2022
- Jay Kim Filed SC 13D on Reborn Coffee, Inc., latest Sep 2, 2022
- Reborn Coffee, Inc. Brea, California
- Reborn Coffee Franchise, LLC Subsidiary · California, United States
- Reborn Global Holdings, Inc. Subsidiary · California, United States
- Reborn Logistics, Inc. Subsidiary · California, United States
- Reborn Malaysia, Inc. Subsidiary · Malaysia
- Reborn Realty, LLC Subsidiary · California, United States
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Reborn Coffee, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $4.8M5 Dec 31, 2025 | $5.6M5 Dec 31, 2024 | −14.2% |
| Accumulated depreciation | $1.9M5 Dec 31, 2025 | $1.5M5 Dec 31, 2024 | +26.2% |
| Property and equipment, net | $2.9M5 Dec 31, 2025 | $4.1M5 Dec 31, 2024 | −29.0% |
| Operating-lease assets (leased space) | $2.2M5 Dec 31, 2025 | $2.7M5 Dec 31, 2024 | −18.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $2.6M5 Dec 31, 2025 | $158.2K5 Dec 31, 2024 | +1540.0% |
Inventory
Properties, in its own words
Our executive office is located at 580 N. Berry Street, Brea, California and our telephone number is (714) 784-6369.
As of December 31, 2025, we had 10 Company-owned retail locations across California and in Malaysia, all of which are leased.
Item 2 of the 10-K filed Apr 22, 2026.4
Leadership
Who has led Reborn Coffee, Inc., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerJung Jae Lim Mar 25, 2026 to now12
- Chief financial officerJung Jae Lim Aug 6, 2026 to now13
Board members and other officers (9)
- Board memberCharles C. Jeong Mar 5, 2026 to now14
- Board memberMi Jeong Lee Mar 5, 2026 to now15
- Board memberJung Jae Lim Mar 25, 2026 to now12
- Board memberAlex Yeon Apr 7, 2026 to now16
- Board memberAndy Farouk Muhamad Nasim Aug 17, 2023 to Aug 17, 202317
- Board memberHannah Goh Aug 25, 2022 to Aug 25, 202218
- Board memberDennis R. Egidi Sep 1, 2022 to Sep 1, 202219
- Board memberSehan Kim Sep 2, 2022 to Sep 2, 202220
- Board memberFarooq M. Arjomand Sep 12, 2022 to Sep 12, 202221
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- Reborn Coffee Franchise, LLC California3
- Reborn Global Holdings, Inc. California3
- Reborn Logistics, Inc. California3
- Reborn Malaysia, Inc. Malaysia3
- Reborn Realty, LLC California3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- CAPAX INC.Jun 5, 2017 to May 14, 20182
Timeline
- Sep 22, 20268-K Listing notice or transfer22
- Sep 10, 20268-K Executive or director change23
- Sep 2, 20268-K Listing notice or transfer; Regulation FD disclosure24
- Aug 12, 20268-K Entered a material agreement25
- Jun 16, 20268-K Executive or director change26
- Jun 10, 20268-K Executive or director change; Regulation FD disclosure27
- May 5, 20268-K Entered a material agreement; Unregistered sale of shares28
- Apr 21, 20268-K Entered a material agreement29
- Apr 6, 20268-K Entered a material agreement; Unregistered sale of shares30
- Mar 25, 2026New chief executive Jung Jae Lim becomes CEO12
- Mar 6, 20268-K Executive or director change31
- Feb 23, 20268-K Listing notice or transfer; Executive or director change32
- Feb 17, 20268-K Executive or director change33
Calendar
Coming up
- Nov 18, 2026Reports results for the quarter ending Sep/202634
When it reported results
- Mar 28, 2024Reported quarterly or annual results35
- Nov 16, 2022Reported quarterly or annual results36
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
176 filings to the SEC since October 2021: 6 annual reports, 14 quarterly reports, 53 major events, 13 insider forms, 7 large holders, 83 other. The latest 20:
- Sep 22, 20268-K CURRENT REPORT EDGAR
- Sep 14, 202610-Q QUARTERLY REPORT EDGAR
- Sep 10, 20268-K CURRENT REPORT EDGAR
- Sep 2, 20268-K CURRENT REPORT EDGAR
- Aug 14, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
- Aug 12, 20268-K CURRENT REPORT EDGAR
- Aug 6, 20264 EDGAR
- Jul 22, 2026DEF 14C INFORMATION STATEMENT EDGAR
- Jul 10, 2026PRE 14C INFORMATION STATEMENT EDGAR
- Jun 16, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR
- Jun 10, 20268-K CURRENT REPORT EDGAR
- May 26, 2026DEF 14C INFORMATION STATEMENT EDGAR
- May 22, 202610-Q QUARTERLY REPORT EDGAR
- May 14, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
- May 12, 2026PRE 14C INFORMATION STATEMENT EDGAR
- May 5, 20268-K CURRENT REPORT EDGAR
- Apr 22, 202610-K ANNUAL REPORT EDGAR
- Apr 21, 20268-K CURRENT REPORT EDGAR
- Apr 7, 20263 OWNERSHIP DOCUMENT EDGAR
- Apr 6, 20268-K CURRENT REPORT EDGAR
The 176 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
2 open-market trades by officers, directors and large owners since October 2021: 1 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jul 14, 2026 | Lim Jung JaeCEO and Interim CFO | Buy | 131,387 | $180,000.00 | $23.6B | Form 4 |
| Feb 20, 2025 | Lee Scott10% owner | Sale | 49,000 | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Arena InvestorsSCHEDULE 13G/A, 2 filings Jun 25, 2025 to Aug 14, 202537
- Yohan KimSCHEDULE 13G, 1 filing Apr 4, 202538
- Farooq M. ArjomandSC 13D, 1 filing Sep 12, 202239
- Dennis R. EgidiSC 13D, 1 filing Sep 2, 202240
- Hannah GohSC 13D, 1 filing Sep 2, 202241
- Jay KimSC 13D, 1 filing Sep 2, 202242
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Susquehanna International Group, Llp | 52,257 | $78.9K | 0.0% | New |
| Vanguard Fiduciary Trust Co | 45,934 | $69.4K | 0.0% | +35,587 |
| Geode Capital Management, LLC | 37,404 | $56.5K | 0.0% | No change |
| Vanguard Capital Management LLC | 22,709 | $34.3K | 0.0% | No change |
| Citadel Advisors LLC | 15,292 | $23.1K | 0.0% | New |
| UBS Group AG | 603 | $911 | 0.0% | New |
| Barclays PLC | 164 | $248 | 0.0% | New |
| Caitong International Asset Management Co., Ltd | 25 | $38 | 0.0% | +24 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Reborn Coffee, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARReborn Coffee, Inc.1
- CIK0001707910
- Employer ID (EIN)47-47523054
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)5812 Retail-Eating Places1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address580 N. Berry Street, Brea, CA 928211
- Phone714-784-63691
- Shares outstanding8,620,122 as of Sep 14, 202611
- Public float$10.9M as of Jun 30, 20254
- AuditorBCRG Group, Irvine, CA PCAOB ID 7158; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceJun 5, 20171
- Filings200 in all: 8-K (53), CORRESP (18), 10-Q (15), 3 (11), S-1/A (10), UPLOAD (10), NT 10-Q (9), EFFECT (6)1
All 43 form types
10-K (5), DEF 14A (5), S-1 (5), SC 13D (4), 144 (3), DEF 14C (3), PRE 14A (3), PRE 14C (3), 1-A/A (2), 1-Z (2), 10-K/A (2), 10-Q/A (2), 4 (2), 424B4 (2), 8-K/A (2), DEFA14A (2), NT 10-K (2), SCHEDULE 13G (2), 1-A (1), 1-K (1), 1-SA (1), 1-Z-W (1), 424B3 (1), 424B5 (1), 424B8 (1), 8-A12B (1), CERT (1), D (1), POS AM (1), QUALIF (1), RW (1), S-1MEF (1), S-3 (1), S-3/A (1), SCHEDULE 13G/A (1)
- Latest filingsAnnual report (10-K) Apr 22, 2026
Quarterly report (10-Q) Sep 14, 2026
Proxy statement (DEF 14A) Oct 10, 2025
Latest 8-K (8-K) Sep 22, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Shares of Common Stock, $0.0001 par value per share | REBN | Nasdaq |
From the cover page of the 10-K filed Apr 22, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Reborn Coffee, Inc. names in Item 1A of its 10-K filed Apr 22, 2026: 53 risks under these headings, as written.4
- Risks Related to Our Business
- We have incurred recurring losses and may not be profitable in the future. Our plans to maintain and increase liquidity may not be successful. The report of the independent registered public accounting firm includes a going concern uncertainty explanatory paragraph.
- Evolving consumer preferences and tastes may adversely affect our business.
- Our financial condition and annual 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 marketing programs may not be successful, and our new menu items and advertising campaigns may not generate increased sales or profits.
- 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.
- 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.
- 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 failure to manage our growth effectively could harm our business and operating results.
- Damage to our brand or reputation and negative publicity could negatively impact our business, financial condition and results of operations.
- Our inability to identify, recruit and retain qualified individuals for our locations could slow our growth and adversely impact our ability to operate.
- Our expansion into new domestic markets may present increased risks, which could affect our profitability.
The other 42 risks
- 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 operating results and growth strategies will be closely tied to the success of our future franchise partners and we will have limited control with respect to their operations. Additionally, our future franchise partners’ interests may conflict or diverge with our interests in the future, which could have a negative impact on our business.
- Our locations are geographically concentrated in California, and we could be negatively affected by conditions specific to that state.
- 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.
- Changes in U.S. and international trade policies, including the export and import controls and laws, may adversely impact our business and operating results.
- If we fail to offer high-quality customer experience, our business and reputation will suffer.
- 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.
- Pandemics or disease outbreaks such as the COVID-19 pandemic have had, and may continue to have, an effect on our business and results of operations.
- 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.
- 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.
- 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.
- If we or our future franchise partners 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.
- Risks Related to People and Culture
- Changes in the availability of and the cost of labor could harm our business.
- 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 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.
- Unionization activities may disrupt our operations and affect our profitability.
- 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.
- 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 many federal, state and local laws with which compliance is both costly and complex.
- 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 are subject to extensive government regulations that could result in claims leading to increased costs and restrict our ability to operate future franchises.
- 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.
- 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.
- The U.S. Congress, the Trump administration, or any new administration may make substantial changes to fiscal, tax, and other federal policies that may adversely affect our business.
- Risks Related to Our Organizational Structure and Ownership of Our Common Stock
- If we are unable to satisfy the applicable continued listing requirements of Nasdaq, our common stock could be delisted.
- Reborn Coffee, Inc. is a holding company.
- The trading price of our securities may be volatile, and you could lose all or part of your investment.
- 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.
- 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.
- Due to the implementation of the Reverse Stock Split, the liquidity of our common stock may be adversely effected.
- It is not possible to predict the actual number of shares we will sell under the ELOC Agreement to Arena, or the actual gross proceeds resulting from those sales.
- We may require additional financing to sustain our operations and without it we may not be able to continue operations.
- Future sales and issuances of our common stock or other securities might result in significant dilution and could cause the price of our common stock to decline.
- General Risks
- Our quarterly and annual results may fluctuate significantly and may not meet our expectations or those of investors or securities analysts.
- 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.
- 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.
- We may engage in merger and acquisition activities, which would require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our business, results of operations, and financial condition.
- We may need additional capital, and we cannot be sure that additional financing will be available.
- Our amended and restated articles of incorporation provide that the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America are the exclusive forums for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
- We do not intend to pay dividends for the foreseeable future.
- Catastrophic events may disrupt our business.
Legal proceedings
There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.
We are subject to various legal proceedings from time to time as part of its business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or in the aggregate have a material adverse effect on our business, results of operations, financial condition or cash flows. However, legal proceedings are inherently uncertain. As a result, the outcome of a particular matter or a combination of matters may be material to our results of operations for a particular period, depending upon the size of the loss or our income for that particular period.
The opening of Item 3, Legal Proceedings.4
Sources
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- 14SEC EDGARCharles C. Jeong, Board member
- 15SEC EDGARMi Jeong Lee, Board member
- 16SEC EDGARAlex Yeon, Board member
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- 18SEC EDGARHannah Goh, Board member
- 19SEC EDGARDennis R. Egidi, Board member
- 20SEC EDGARSehan Kim, Board member
- 21SEC EDGARFarooq M. Arjomand, Board member
- 22SEC EDGARListing notice or transfer
- 23SEC EDGARExecutive or director change
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- 25SEC EDGAREntered a material agreement
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- 31SEC EDGARExecutive or director change
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- 33SEC EDGARExecutive or director change
- 34NasdaqNasdaq calendar
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