Form 8-K

8-K — Reborn Coffee, Inc.

Accession: 0001213900-26-046280

Filed: 2026-04-21

Period: 2026-04-15

CIK: 0001707910

SIC: 5812 (RETAIL-EATING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0287244-8k_reborn.htm (Primary)

EX-10.1 — AMENDED AND RESTATED FORBEARANCE AGREEMENT BY AND AMONG REBORN COFFEE, INC. AND THE ARENA INVESTORS DATED APRIL 15, 2026 (ea028724401ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0287244-8k_reborn.htm · Sequence: 1

false

0001707910

2026-04-15

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

April 15, 2026

REBORN COFFEE, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41479

47-4752305

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

580 N. Berry Street, Brea, CA

92821

(Address of principal executive offices)

(Zip Code)

(714) 784-6369

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

per share

REBN

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive

Agreement.

As previously reported, on February 6, 2025, Reborn

Coffee, Inc. (the “Company”), entered into a Securities Purchase Agreement with the purchasers named therein (the “Arena

Investors”), which was amended on March 28, 2025 and July 31, 2025 (as amended, the “Securities Purchase Agreement”).

In connection with the Securities Purchase Agreement, the Company issued 10% Original Issue Discount Secured Convertible Debentures to

the Arena Investors on February 10, 2025, February 26, 2025, March 28, 2025 and July 31, 2025 (as amended, restated or supplemented from

time to time, the “Debentures”). In addition, as previously reported, on March 31, 2026, the Company and the Arena Investors

entered into a Forbearance Agreement (the “Forbearance Agreement”) whereby the Arena Investors agreed to waive and forbear

from any exercise of their rights and remedies under the Securities Purchase Agreement, the Debentures and applicable law in connection

with certain delays in payment and waive any defaults or events of default which may have existed and may have been ongoing under the

Debentures as of March 31, 2026.

On April 15, 2026, the Company and the Arena Investors

entered into an Amended and Restated Forbearance Agreement (the “A&R Forbearance Agreement”), which amended and restated

the Forbearance Agreement in certain respects. Pursuant to the A&R Forbearance Agreement, the Company and the Arena Investors agreed

to amend and restate the plan for repayment of the Debentures in its entirety, as follows: (i) the Company agreed to, on or before April

30, 2026, make payment of $400,000 to the Arena Investors and $25,000 to counsel for the Arena Investors for the Arena Investors’

expenses incurred in connection with the A&R Forbearance Agreement; (ii) the Company agreed to, beginning on May 30, 2026, make payments

of $400,000 to the Arena Investors on the 30th day of each calendar month toward the outstanding amounts due under the Debentures;

(iii) the Company agreed to pay to the Arena Investors all remaining amounts then outstanding under the Debentures on or before September

30, 2026 (subject to prior repayment or conversion); and (iv) the Company agreed to, within three business days following receipt of funds

from any sale of the Company’s securities, pay to the Arena Investors towards the amounts then outstanding under the Debentures

the lesser of (x) 70% of the cash proceeds from such sale and (y) the amount outstanding under the Debentures.

In addition, pursuant to the A&R Forbearance

Agreement, the Company agreed to use commercially reasonable efforts to file a registration statement no later than 20 business days following

the filing of the Company’s Annual Report on Form 10-K covering the shares underlying the common stock purchase warrants issued

to the Arena Investors in connection with the Forbearance Agreement and other common stock purchase warrants issued to the Arena Investors

on December 31, 2025.

The foregoing description of the A&R Forbearance

Agreement is qualified in its entirety by reference to the full text of the A&R Forbearance Agreement, a copy of which is attached

to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

10.1†

Amended and Restated Forbearance Agreement by and among Reborn Coffee, Inc. and the Arena Investors dated April 15, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Schedules

and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of

any omitted schedule or exhibit to the SEC upon request.

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: April 21, 2026

REBORN COFFEE, INC.

By:

/s/ Jay Kim

Name:

Jay Kim

Title:

Co-Chief Executive Officer

EX-10.1 — AMENDED AND RESTATED FORBEARANCE AGREEMENT BY AND AMONG REBORN COFFEE, INC. AND THE ARENA INVESTORS DATED APRIL 15, 2026

EX-10.1

Filename: ea028724401ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDED

AND RESTATED Forbearance Agreement

This Amended and Restated

Forbearance Agreement (this “Agreement”), dated as of April 15, 2026 (the “Effective Date”), is

entered into by and among Arena Special Opportunities (Offshore) Master II, LP (“ASOOM”) and Arena Special Opportunities

Partners III, LP (“ASOP,” and together with ASOOM, collectively, the “Purchasers”), and Reborn Coffee,

Inc. (the “Company”). The Purchasers and the Company may be individually referred to in this Agreement as a “Party”

and are collectively referred to in this Agreement as the “Parties”.

W I T N E S S E T H:

WHEREAS, on February 6, 2025,

the Parties entered into that certain Securities Purchase Agreement (as amended, restated or supplemented from time to time, the “Purchase

Agreement”) and the Company issued 10% Original Issue Discount Secured Convertible Debentures to each of the Purchasers pursuant

to the Purchase Agreement, on February 10, 2025, February 26, 2025, March 28, 2025 and July 31, 2025 (as amended, restated or supplemented

from time to time, the “Debentures”);

WHEREAS, on October 20, 2025,

the Company entered into a Securities Subscription Agreement (the “October Agreement”) with Charles Joeng (“Jeong”),

pursuant to which the Company agreed to issue 1,192,661 shares of common stock of the Company, par value $0.0001 per share (“Common

Stock”) to Jeong for an aggregate purchase price of $6,500,000 funded in multiple tranches;

WHEREAS, Section 6(a) of the

Debentures provides that, at any time prior to the full repayment or full conversion of all amounts owed under the Debentures, the Company

receives cash proceeds from the issuance of equity, the Company shall inform the Purchasers, whereupon the Purchasers shall have the right

to require that the Company immediately apply up to thirty percent (30%) of the gross cash proceeds received from the applicable financing

transaction to redeem a portion of the outstanding principal amount of the Debentures;

WHEREAS, on February 19, 2026,

the Purchasers sent a letter to the Company requesting that the Company pay to the Purchasers thirty percent (30%) of the gross cash proceeds

received from the October Agreement, which the Purchaser and the Company have since been in mutual discussion regarding the timing and

manner of such payment to the Purchasers which has caused a delay in payment to the Purchasers (the “Specified Delay”);

WHEREAS, the Company has requested

that the Purchasers forbear from any exercise of their rights and remedies under the Purchase Agreement, the Debentures and applicable

law in connection with the Specified Delay and to waive any defaults or Events of Default which may exist and may be ongoing as of the

date hereof, and the Purchasers have agreed to so forbear and waive provided and on condition that the Company complies with the terms

and conditions set forth in this Agreement;

WHEREAS, on March 31, 2026,

the Company and the Purchasers entered into that certain Forbearance Agreement (the “Original Forbearance Agreement”),

setting forth the terms upon which the Purchasers had agreed to forbear from exercising their rights and remedies as set forth in the

foregoing recital; and

WHEREAS, the Company and the

Purchasers wish to amend and restate the Original Forbearance Agreement in certain respects in accordance with the terms of this Agreement.

NOW, THEREOF, for good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Recitals.

The recitations set forth in the preamble of this Agreement are true and correct and incorporated herein by this reference.

2. Capitalized

Terms. All capitalized terms not otherwise defined herein shall have the meanings set forth in the Debentures, except as otherwise

specifically set forth herein.

3. Forbearance

and Waiver. Provided that the Company complies with the terms and conditions of this Agreement, the Purchasers hereby waive any defaults

or Events of Default which may exist and may be ongoing as of the date hereof, shall not claim that an Event of Default has occurred in

connection with the Specified Delay, and shall forbear from exercising and enforcing its rights and remedies under this Agreement, the

Purchase Agreement, the Debentures and otherwise at law and/or equity in connection with the Specified Delay, in each case until the date

on which any Forbearance Termination Event (as defined below) occurs. The Purchasers’ agreement to waive any defaults or Events

of Default which may exist and may be ongoing as of the date hereof, not to claim the occurrence of an Event of Default, and to forbear

shall cease immediately, without further notice or demand, or any grace period whatsoever, upon or at any time after occurrence of a Forbearance

Termination Event, whereupon the Purchasers shall be under no further obligation so to forbear and may thereupon exercise and enforce,

at any time, all of the Purchasers’ rights and remedies under this Agreement, the Purchase Agreement, the Debentures and otherwise

at law and/or equity. “Forbearance Termination Event” means the occurrence of any of the following: (a) a default by

the Company in the performance and/or observance of any obligation or covenant set forth in this Agreement; or (b) the Company: (i) becomes

insolvent; (ii) commences any case, proceeding, or other action under any applicable law relating to bankruptcy, insolvency, reorganization,

or other relief of debtors, seeking (A) to have an order for relief entered with respect to it, or (B) to adjudicate it as bankrupt or

insolvent, or (C) reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect

to it or its debts, or (D) appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or

any substantial part of its assets, or (E) makes a general assignment for the benefit of its creditors; or (iii) has commenced against

it in a court of competent jurisdiction any case, proceeding, or other action of a nature referred to in subsection (ii) above which (A)

results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed,

or unbonded for ninety days. The Parties recognize and acknowledge that by entering into this Agreement, subject to the forbearance set

forth in this Section 3 and the Company’ s performance of its obligations hereunder, no Purchaser is waiving any rights or remedies

it may have under the Debentures, the Purchase Agreement or any of the Transaction Documents as it relates to any defaults or Events of

Default arising thereunder after the date hereof.

4. Other

Agreements of the Parties.

(a) Payments

to the Purchasers.

(i) On

or before September 30, 2026, the Company shall pay to the Purchasers all remaining amounts then outstanding under the Debentures as of

such date, by wire transfer of immediately available funds to the bank account referenced in Exhibit A attached hereto, subject

to the prior prepayment of the Debentures in accordance with their terms or the prior conversion of the Debentures in accordance with

their terms.

(ii) On

or before April 30, 2026, the Company (A) shall pay to the Purchasers of $400,000.00 by wire transfer of immediately available funds to

the bank account referenced in Exhibit A attached hereto and (B) shall pay to counsel to the Purchasers, Lucosky Brookman LLP,

$25,000 for Purchasers’ expenses incurred in connection with the negotiation and preparation of this Agreement and the Original

Forbearance Agreement, by wire transfer of immediately available funds to the bank account referenced in Exhibit B attached hereto.

(iii) Beginning

on May 30, 2026, and on the 30th of every month thereafter the Company shall pay to the Purchasers of $400,000.00, towards

the amounts then outstanding under the Debentures as of such date, by wire transfer of immediately available funds to the bank account

referenced in Exhibit A attached.

(iv) Within

three Business Days following Company’s actual receipt of funds from any private or public offering of the Company’s securities

following the date hereof, the Company shall pay to the Purchasers the lesser of (A) seventy percent (70%) of the cash proceeds thereof

towards the amounts then outstanding under the Debentures as of such date, and (B) the amounts then outstanding under the Debentures as

of such date, by wire transfer of immediately available funds to the bank account referenced in Exhibit A attached hereto, subject

to the prior prepayment of the Debentures in accordance with their terms or the prior conversion of the Debentures in accordance with

their terms.

(v) Payments

to the Purchasers pursuant to Section 4(a) of this Agreement shall be apportioned ratably among the Purchasers (according to the unpaid

principal balance of the Debentures to which such payments relate held by each Purchaser). In addition, payments pursuant to Section 4(a)

of this Agreement shall be applied (i) first, to pay interest due and payable in respect of the Debentures until paid in full, (ii) second,

to pay principal of the Debentures until paid in full; (iii) third, to pay any other obligations then due in respect of the Debentures

or any other Transaction Documents; and (iv) lastly, to the Company or such other Person entitled thereto under applicable law.

(vi) For

the avoidance of doubt, nothing in this Agreement shall preclude the Company from its right to make payment of the Optional Redemption

Amount pursuant to Section 6(b) of the Debentures, which in such instance, no further payments pursuant to Section 4(a) of this Agreement

shall be due and payable to the Purchaser.

(b) Issuance

of Warrants. On the Effective Date, the Company shall issue to ASOOM a warrant to purchase 69,240 shares of the Company’s Common

Stock and issue to ASOP a warrant to purchase 180,760 shares of the Company’s Common Stock (each, as the same may be amended, amended

and restated or otherwise modified from time to time, a “Warrant”, and collectively, the “Warrants”).

Each such Warrant shall, among other things, (i) be exercisable at an exercise price of $2.00 per share of Common Stock; and (ii)

be substantially in the form of Exhibit C attached hereto.

(i) Mandatory

Registration. The Company shall, no later than twenty (20) Business Days (as defined in the Debentures) use commercially reasonable

efforts, following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Filing

Deadline”), to promptly file with the Commission (as defined in the Debentures) a registration statement (the “Registration

Statement”) covering (i) the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”),

and (ii) the 185,771 shares of Common Stock issued to the Purchasers on December 31, 2025 as consideration for the exchange and termination

of common stock purchase warrants previously issued to the Purchasers (the “Exchange Shares”), so as to permit the

resale of such securities by the Purchasers at then-prevailing market prices (and not fixed prices), subject to the aggregate number of

authorized share capital of the Company’s shares of Common Stock then available for issuance in its Organizational Documents (as

defined in the Debentures). The Purchasers and their counsel shall have a reasonable opportunity to review and comment upon such Registration

Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the Commission,

and the Company shall give due consideration to all reasonable comments; provided, however that if such comments are not

provided within two (2) days, then the Filing Deadline and Registration Statement Effectiveness Date (as defined below) shall be extended

by the number of days from the date the Registration Statement is received by Purchasers until it or its counsel provides comments. The

Purchasers shall furnish all information reasonably requested by the Company for inclusion therein.

(ii) Effectiveness.

The Company shall use commercially reasonable efforts to have the Registration Statement and any amendment declared effective by the Commission

no later than the sixtieth (60th) calendar day following the filing thereof (or, in the event of a “full review”

by the Commission, no later than the ninetieth (90th) calendar day following the filing thereof) (the “Registration

Statement Effectiveness Date”); provided, however, that if such Registration Statement Effectiveness

Date falls on a day that is not a Trading Day (as defined in the Debentures), then the Registration Statement Effectiveness Date shall

be the next succeeding Trading Day.

(iii)

The Company shall keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act (as defined in the

Debentures) and available for the resale by the Investors of all of the Warrant Shares and Exchange Shares covered thereby at all times

until the date on which the Purchasers shall have resold all the Warrant Shares and Exchange Shares covered thereby (the “Registration

Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall

not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make

the statements therein, in light of the circumstances in which they were made, not misleading. In the event that the Registration Statement

becomes stale, the Company shall immediately file one or more post-effective amendments to obtain an effective Registration Statement.

(iv) The

Company shall, as required by applicable securities regulations, from time to time file (in each case, at the earliest possible date)

with the Commission, pursuant to Rule 424 promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to

be used in connection with sales of the Warrant Shares and Exchange Shares under the Registration Statement. The Company shall file such

initial prospectus covering each Purchaser’s sale of the Warrant Shares and Exchange Shares on the same date that the Registration

Statement is declared effective by the Commission. The Purchasers and their counsel shall have a reasonable opportunity to review and

comment upon such prospectus prior to its filing with the Commission, and the Company shall give due consideration to all such comments.

Each Purchaser shall use its reasonable best efforts to comment upon such Registration Statement or prospectus within two (2) Business

Days from the date the Purchaser receives the final pre-filing version of such prospectus.

(v) In

respect of such registration obligation of the Company set forth in this Section 4(c), the provisions of Articles 5, 7, 8 and 9 of the

Registration Rights Agreement (as defined in the Purchase Agreement) are hereby incorporated by reference, mutatis mutandis, as

if set forth herein, and the Warrant Shares and the Exchange Shares shall be deemed to be “Registrable Securities” for purposes

of the Registration Rights Agreement.

5. Power,

Authority and Enforceability. Each of the Parties represents and warrants that: (a) it has full power, authority and legal right to

execute, deliver and perform its respective obligations under this Agreement; (b) no additional consent or approval of partners, managers,

directors, or other authority is required as a condition to the validity or performance of any of the obligations of such party under

this Agreement; (c) it is the lawful owner of all claims and rights being granted or relinquished by such party under this Agreement and

such rights are valid and have not been assigned, in whole or in part; (d) upon its execution and delivery, this Agreement will constitute

the valid and legally binding obligation of such party, enforceable against it in accordance with its terms; (e) each person executing

this Agreement on behalf of the party has been duly authorized to do so by all necessary action; and (f) its execution and delivery of

this Agreement is not the result of any duress or undue influence.

6. Benefit

of Counsel and Informed Review. Each of the Parties acknowledges and represents that: (a) it has read, understands and assents to

the provisions of this Agreement; (b) it has received legal advice from counsel of its own selection regarding this Agreement, which advice

may include from its own in-house counsel; (c) it fully understands the facts and has been fully informed as to its legal rights and obligations

under this Agreement; and (d) it is entering into and signing this Agreement knowingly, freely, and voluntarily, after having received

such legal advice and with such knowledge.

7. Execution

of Further Documents; Form 8-K. Each Party agrees to execute and deliver any and all further documents and instruments, and shall

do all acts, as any Party may reasonably request, that may be necessary or appropriate to fully implement the provisions of this Agreement.

Further to the foregoing, no later than four (4) Business Days following the Effective Date, the Company shall cause to be filed with

the Securities Exchange Commission a Form 8-K publicly disclosing the Company’s entrance into this Agreement and the material terms

hereof.

8. Ratification.

The Company hereby acknowledges, represents, warrants, and confirms to each Purchaser that: (i) each of the Transaction Documents executed

by the Company, respectively, are valid and binding obligations of the Company, enforceable against the Company in accordance with their

respective terms; and (ii) no oral representations, statements, or inducements have been made by a Purchaser, or any agent or representative

of any Purchaser, with respect to the Purchase Agreement, this Agreement, or any other Transaction Documents.

9. Purchasers’

Conduct. As of the date hereof, the Company hereby acknowledges and admits that: (i) each Purchaser has acted in good faith and has

fulfilled and fully performed all of its obligations under or in connection with the Purchase Agreement, the Debentures, or any other

Transaction Documents; and (ii) that there are no other promises, obligations, understandings or agreements with respect to this Agreement,

the Purchase Agreement, the Debentures, or any other Transaction Documents, except as expressly set forth herein, or in the Purchase Agreement,

the Debentures, and other Transaction Documents

10. Notices.

All notices, requests, demands, and other communications provided for hereunder must be in writing and will be deemed to have been duly

given and effective on the earliest of: (a) the date of transmission shown in a delivery confirmation report generated by the sender’s

email system which indicates that delivery of the email to the recipient’s email address has been completed, if such notice or communication

is sent via e-mail prior to 5:30 p.m. (New York City time) on any Business Day; (b) the next Business Day after the date of transmission

shown in a delivery confirmation report generated by the sender’s email system which indicates that delivery of the email to the

recipient’s email address has been completed, if such notice or communication is sent via e-mail on a day that is not a Business

Day or later than 5:30 p.m. (New York City time) on any Business Day; (c) the second Business Day following the date of mailing, if sent

by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be

given, addressed as follows:

If to the Company:

If to the Purchasers:

Reborn Coffee, Inc.

405 Lexington Avenue, 59th Floor

580 N. Berry Street

New York, NY 10174

Brea, CA 92821

Attention: Yoav Stramer, Director

Attention: Jay Kim

Email: ystramer@arenaco.com

Email: jay@reborncoffee.com

11. Governing

Law; Submission to Jurisdiction; Waivers. All questions concerning the construction, validity, enforcement and interpretation of this

Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard

to the principles of conflict of laws thereof. Each Party agrees that all legal proceedings concerning the interpretation, enforcement

and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors,

officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough

of Manhattan (the “New York Courts”). Each Party hereby irrevocably submits to the exclusive jurisdiction of the New

York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed

herein (including with respect to the enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any suit,

action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts

are improper or inconvenient venue for such proceeding. Each Party hereby irrevocably waives personal service of process and consents

to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit

in any way any right to serve process in any other manner permitted by applicable law. Each Party hereto hereby irrevocably waives, to

the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating

to this Agreement or the transactions contemplated hereby.

12. Miscellaneous.

This Agreement constitutes the entire agreement concerning its subject matter and supersedes all prior or contemporaneous representations

or agreements not contained herein concerning the subject matter of this Agreement. If any provision of this Agreement is held to be illegal,

invalid, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provision of this Agreement, and

this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had not been contained herein.

If any term or provision of the Purchase Agreement, the Debentures or the Registration Rights Agreement is inconsistent with or contrary

to a term or provision of this Agreement, the term or provision of this Agreement shall control. No waiver, modification, or amendment

of the terms of this Agreement shall be valid or binding unless made in writing and signed by the Party against whom or which enforcement

of the waiver, modification, or amendment is sought, and then only to the extent as set forth in such written waiver, modification, or

amendment. The Company’s prior written consent, not to be unreasonably withheld, conditioned or delayed, shall be required for a

Purchaser to assign its rights hereunder to any Person that is not one of its “affiliates”, as that term is defined under

the Exchange Act. This Agreement and the documents executed in connection herewith shall inure to the benefit of and be binding upon the

Parties hereto and their respective heirs, executors, administrators, successors, and assigns. The headings listed herein are for convenience

only and do not constitute matters to be construed in interpreting this Agreement. This Agreement may be executed in separate counterparts

which, together, shall constitute one and the same fully executed agreement. Copies of signatures, transmitted electronically, shall be

sufficient to render this Agreement effective and binding on the parties.

[remainder of page intentionally left blank;

signature page follows]

IN WITNESS WHEREOF, the undersigned have executed

and delivered this Agreement as of the day and year first above written.

REBORN COFFEE, INC.

By:

/s/ Jay Kim

Name:

Jay Kim

Title:

CO-CEO

ARENA SPECIAL OPPORTUNITIES PARTNERS III, LP

By:

/s/ Vincent DeVito

Name:

Vincent DeVito

Title:

Authorized Signatory

ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER II, LP

By:

/s/ Vincent DeVito

Name:

Vincent DeVito

Title:

Authorized Signatory

[Signature

Page to Forbearance Agreement]

EXHIBIT A

Wire Instructions

[Exhibit

A to Forbearance Agreement]

EXHIBIT B

Wire Instructions

[Exhibit

B to Forbearance Agreement]

EXHIBIT C

Form of Warrant

[see attached]

[Exhibit

C to Forbearance Agreement]

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v3.26.1

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Apr. 15, 2026

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Document Period End Date

Apr. 15, 2026

Entity File Number

001-41479

Entity Registrant Name

REBORN COFFEE, INC.

Entity Central Index Key

0001707910

Entity Tax Identification Number

47-4752305

Entity Incorporation, State or Country Code

Entity Address, Address Line One

580 N. Berry Street

Entity Address, City or Town

Brea

Entity Address, State or Province

Entity Address, Postal Zip Code

92821

City Area Code

714

Local Phone Number

784-6369

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Pre-commencement Tender Offer

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Title of 12(b) Security

Common Stock, $0.0001 par value

Trading Symbol

REBN

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

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Area code of city

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No definition available.

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Cover page.

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No definition available.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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No definition available.

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- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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No definition available.

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- Definition

Address Line 1 such as Attn, Building Name, Street Name

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No definition available.

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Name of the City or Town

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No definition available.

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Code for the postal or zip code

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No definition available.

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Name of the state or province.

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No definition available.

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- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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No definition available.

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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