Form 8-K

8-K — Reborn Coffee, Inc.

Accession: 0001213900-26-087943

Filed: 2026-08-12

Period: 2026-08-10

CIK: 0001707910

SIC: 5812 (RETAIL-EATING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0301651-8k_reborn.htm (Primary)

EX-10.1 — AGRICULTURAL IMPORT AND SUPPLY AGREEMENT BETWEEN REBORN COFFEE, INC. AND THE MIGHTY OAK, INC. DATED AUGUST 10, 2026 (ea030165101ex10-1.htm)

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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):

August 10, 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.

On August 10, 2026, Reborn Coffee, Inc. (the “Company”),

entered into an Agricultural Import and Supply Agreement (the “Agreement”) with The Mighty Oak, Inc. (“Mighty Oak”),

which established the general terms and conditions under which the Company will import, purchase, store, and supply agricultural products

to Mighty Oak, and Mighty Oak will supply such products to major markets and retailers in the United States of America (U.S.) using its

vendor codes. The specific terms for transactions, including items, quantities, prices, delivery dates, delivery locations, and payment

terms, shall be determined in accepted Purchase Orders (“PO”).

The annual supply and import volume under the

Agreement is guaranteed at a minimum of $20,000,000, and both parties are obligated to faithfully supply and purchase the minimum committed

volume. If actual PO amounts fall short of the annual minimum guaranteed amount due to reasonable market conditions, the parties shall,

upon mutual written agreement, carry over the shortfall quantity to the following year’s PO volume for adjustment and fulfillment.

Title and risk of loss transfer according to the

applicable Incoterms® 2020 terms. Title to Products (as defined in the Agreement) imported/purchased by the Company remains with the

Company until delivered to Mighty Oak. Inventory losses arising after the transfer of title and risk shall be borne by the owner at that

time. The parties agreed to cooperate to minimize losses during periods when the Company holds the Products, with specific return protocols

and cost allocations defined in the individual POs or written agreements.

The Agreement remains in effect for two years

from August 10, 2026, and automatically renews for successive one year terms unless either party provides written notice of non-renewal

at least 60 days prior to expiration. During the term of the Agreement and for a period of one year following termination, Mighty Oak

is precluded from directly purchasing Products covered under the Agreement from the Company’s suppliers without the Company’s

prior written consent.

The foregoing description of the Agricultural

Import and Supply Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement,

a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No

Exhibit

10.1

Agricultural Import and Supply Agreement between Reborn Coffee, Inc. and The Mighty Oak, Inc. dated August 10, 2026

104

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

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: August 11, 2026

REBORN COFFEE, INC.

By:

/s/ Jung Jae Lim

Name:

Jung Jae Lim

Title:

Chief Executive Officer

EX-10.1 — AGRICULTURAL IMPORT AND SUPPLY AGREEMENT BETWEEN REBORN COFFEE, INC. AND THE MIGHTY OAK, INC. DATED AUGUST 10, 2026

EX-10.1

Filename: ea030165101ex10-1.htm · Sequence: 2

Exhibit 10.1

AGRICULTURAL IMPORT AND SUPPLY AGREEMENT

ENGLISH MASTER VERSION

This Agricultural Import and Supply Agreement

(this “Agreement”) is entered into as of Aug. 10, 2026 (the “Effective Date”), by and between Reborn Coffee, Inc.,

a Delaware corporation having its principal office at 580 N. Berry Street, Brea, California 92821 (“Reborn”), and THE MIGHTY

OAK INC, having its address at 2141 East 51st Street, Vernon, CA 90058 (“Mighty Oak”). Reborn and Mighty Oak may individually

be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Reborn is a Nasdaq Capital Market listed

company (for general informational purposes only, and this reference shall not expand either Party’s obligations hereunder);

WHEREAS, Reborn acts as a Principal in purchasing,

importing, storing, and selling agricultural products by leveraging its sourcing network to secure products directly from farms and producers;

and

WHEREAS, Mighty Oak possesses vendor codes capable

of supplying major retailers in the United States;

NOW, THEREFORE, in consideration of the mutual

covenants contained herein, the Parties agree as follows:

ARTICLE 1. PURPOSE AND SCOPE

1.1 The purpose of this Agreement is to establish

the general terms and conditions under which Reborn directly imports, purchases, stores, and supplies agricultural products to Mighty

Oak, and Mighty Oak supplies such products to major markets and retailers in the U.S. using its vendor codes.

1.2 The specific terms for individual transactions—including

items, quantities, prices, delivery dates, delivery locations, and payment terms—shall be determined in accepted Purchase Orders

(“PO”).

ARTICLE 2. DEFINITIONS

2.1 “Products” means agricultural

products and related food items specified in an accepted PO. Items not specified in an accepted PO shall not be considered Products under

this Agreement.

2.2 “Korean Products” means agricultural

products imported by Reborn from the Republic of Korea.

ARTICLE 3. TRANSACTION STRUCTURE AND STATUS OF PARTIES

3.1 Transactions under this Agreement consist

of purchase and sale transactions wherein Reborn sells and supplies Products that it has imported, purchased, and stored to Mighty Oak.

3.2 Reborn acts as a Principal (and not a mere

broker) in purchasing, importing, storing, and selling Products. Accordingly: (a) Reborn places POs directly with its suppliers and bears

purchasing costs; (b) Reborn retains title to the Products until sold to Mighty Oak; and (c) Reborn independently determines the sales

price to Mighty Oak and issues sales invoices.

3.3 (Non-Circumvention) During the term of this

Agreement and for a period of one (1) year following termination, Mighty Oak shall not directly purchase Products covered under this Agreement

from Reborn’s suppliers without prior written consent from Reborn.

ARTICLE 4. MINIMUM ANNUAL COMMITTED VOLUME AND FAITHFUL PERFORMANCE

4.1 The annual total supply and import volume

under this Agreement shall be guaranteed at a minimum of Twenty Million US Dollars (US $20,000,000). Both Parties are obligated to faithfully

supply and purchase this minimum committed volume.

4.2 If actual PO amounts fall short of the annual

minimum guaranteed amount due to reasonable market conditions, the Parties shall, upon mutual written agreement, carry over the shortfall

quantity to the following year’s PO volume for adjustment and fulfillment.

ARTICLE 5. PURCHASE ORDERS AND AI INVENTORY/SUPPLY CHAIN SYSTEM

5.1 Mighty Oak shall submit POs to Reborn based

on U.S. retailer orders and sales forecasts, and Reborn shall import and procure the necessary items and quantities accordingly.

5.2 Each PO shall specify item names, specifications,

quantities, unit prices, total amounts, requested delivery dates, delivery locations, payment terms, packaging conditions, and applicable

Incoterms® 2020 rules.

5.3 A PO shall become binding upon written acceptance

by the receiving Party. Accepted POs may only be modified or canceled upon mutual written agreement.

5.4 To enhance supply accuracy and optimize inventory

loss, the Parties may integrate and utilize Reborn’s smart supply chain and AI-based inventory management system into operational

procedures.

ARTICLE 6. PRICES AND INVOICING

6.1 Prices shall be specified in each accepted

PO and may vary based on item, quantity, delivery schedule, packaging, market conditions, and other agreed commercial terms. Reborn retains

full discretion over sales prices charged to Mighty Oak.

6.2 Reborn shall issue commercial invoices to

Mighty Oak, and Mighty Oak shall pay the purchase price to Reborn.

ARTICLE 7. IMPORT AND SUPPLY OF KOREAN PRODUCTS

7.1 Reborn may import Korean Products and supply

them to major U.S. markets and retailers through Mighty Oak under the same structure as domestically sourced U.S. products. Mighty Oak

shall cooperate to ensure smooth sales and delivery of Korean Products.

7.2 Logistics, customs clearance, U.S. inland

transportation, and warehousing for Korean Products may be conducted by a logistics/operations partner designated by and acting on behalf

of Reborn.

ARTICLE 8. DELIVERY, TITLE, AND RISK OF LOSS

8.1 Delivery dates, locations, and shipping terms

shall be specified in accepted POs. Unless otherwise specified, delivery shall be made to a warehouse designated by Reborn within the

U.S. If shipping terms are listed without specified rules, Incoterms® 2020 shall apply.

8.2 Title and risk of loss shall transfer according

to the applicable Incoterms® 2020 terms. Title to Products imported/purchased by Reborn remains with Reborn until delivered to Mighty

Oak.

8.3 Both Parties shall use commercially reasonable

efforts to adhere to agreed delivery schedules.

ARTICLE 9. WAREHOUSING AND INVENTORY MANAGEMENT

9.1 Reborn shall store and manage imported/purchased

Products as its own inventory in U.S. warehouses designated by Reborn, with Reborn designated as the owner/consignee on warehouse records.

9.2 Details regarding receiving, storage, inventory

control, and release procedures shall follow operational protocols mutually agreed upon in writing.

ARTICLE 10. QUALITY WARRANTY, INSPECTION, AND CLAIMS

10.1 Reborn warrants that at the time of title

and risk transfer, Products shall materially conform to specifications and quality standards set forth in the accepted PO.

10.2 Mighty Oak shall inspect Products immediately

upon delivery and notify Reborn in writing of any shortage, damage, defect, or non-conformity within thirty (30) days of delivery.

10.3 Reborn’s sole liability and Mighty

Oak’s exclusive remedy for warranty breach shall be, at Reborn’s option, replacement of non-conforming Products or refund/credit

of the purchase price paid.

ARTICLE 11. INVENTORY LOSS AND RISK ALLOCATION

11.1 Inventory losses arising after the transfer

of title and risk shall be borne by the owner at that time. The Parties shall cooperate to minimize losses during periods when Reborn

holds the Products, with specific return protocols and cost allocations defined in individual POs or written agreements.

ARTICLE 12. PAYMENT AND SETTLEMENT

12.1 Payment terms for each transaction shall

be as set forth in the accepted PO (e.g., Net 30 days post-delivery).

12.2 Mighty Oak shall make direct payments to

Reborn on the payment due dates set forth in accepted POs, regardless of whether Mighty Oak has collected sales proceeds from retailers.

ARTICLE 13. MAINTENANCE OF VENDOR CODES

13.1 Mighty Oak shall maintain valid vendor codes

with major U.S. retailers and supply Products received from Reborn to these major retail channels.

ARTICLES 14–19. GENERAL PROVISIONS

14.1 Compliance with Laws: Both Parties shall

comply with all applicable U.S. laws, including FDA and FSMA rules.

14.2 Limitation of Liability: Neither Party shall

be liable for indirect, incidental, or consequential damages. Total liability shall be limited to direct damages up to the contract value

under the applicable PO.

14.3 Confidentiality: Both Parties shall maintain

strict confidentiality regarding proprietary operational, financial, and supply chain information.

14.4 Public Disclosures: Mighty Oak agrees to

cooperate with Reborn regarding any SEC Form 8-K or public disclosure requirements.

14.5 Representations & Warranties: Each Party

represents and warrants that it has full corporate power and authority to enter into and perform this Agreement.

ARTICLE 20. TERM AND TERMINATION

20.1 This Agreement shall remain in effect for

two (2) years from the Effective Date and shall automatically renew for successive one (1) year terms unless either Party provides written

notice of non-renewal at least sixty (60) days prior to expiration.

ARTICLE 21. MISCELLANEOUS

21.1 Governing Law: Laws of the State of California,

U.S.A. (excluding the United Nations Convention on Contracts for the International Sale of Goods - CISG).

21.2 Jurisdiction: Exclusive jurisdiction of state

or federal courts located in Los Angeles County, California.

21.3 Governing Language: In the event of any conflict

or inconsistency between the Korean version and the English version, the English version shall govern and prevail.

IN WITNESS WHEREOF, the Parties have executed

this Agreement as of the Effective Date.

REBORN COFFEE, INC.

Signature:

/s/ Jung Jae Lim

Name:

Jung Jae Lim

Title:

Chief Executive Officer

Date:

THE MIGHTY OAK INC

Signature:

/s/ Sewoong Jung

Name:

Sewoong Jung

Title:

CEO

Date:

Aug. 11, 2026

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