UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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) | |
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| 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 Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The |
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 2.02 Results of Operations and Financial Condition.
On November 14, 2022, Reborn Coffee, Inc. issued a press release reporting its results for its third fiscal quarter of 2022. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Reborn Coffee, Inc. dated November 14, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
| REBORN COFFEE, INC. | ||
| By: | /s/ Jay Kim | |
| Name: | Jay Kim | |
| Title: | Chief Executive Officer | |
| Date: | November 15, 2022 | |
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Exhibit 99.1

Reborn Coffee Reports Third Quarter 2022 Financial Results
Brea, CA -- November 14, 2022 -- Reborn Coffee, Inc. (NASDAQ: REBN) (“Reborn”, or the “Company”), a California-based retailer of specialty coffee, has reported its financial and operational results for the third quarter ended September 30, 2022.
Key Financial and Operational Highlights for the Third Quarter 2022
| ● | Revenue increased 22% to $0.8 million in Q3’22 compared to $0.7 million in Q3’21. |
| ● | Revenue increased 52% in the nine months ended September 30, 2022 to $2.4 million, up from $1.6 million during same period in 2021. |
| ● | Announced plans to open five new Company-owned retail locations in Southern California, which, if and when opened, will bring total count to fourteen stores. |
| ● | On August 16, 2022, the Company completed an upsized initial public offering (the “IPO”), selling 1,440,000 shares at $5.00 per share. |
| ● | Net proceeds raised in IPO were $6.2 million, after deducting underwriting discounts and commissions. |
| ● | The Company’s common stock commenced trading on the Nasdaq Capital Market under the ticker symbol “REBN”. |
| ● | Preparing for entry into the B2B market with new RTD Cold Brew Beverages and Cold Brew Super Premium ice cream. |
| ● | Presented at the LD Micro Main Event XV Conference. |
Management Commentary
“In the third quarter of 2022 we continued to build the foundation for long-term growth with ongoing revenue execution and location expansion,” said Jay Kim, Chief Executive Officer of Reborn. “During the quarter we passed a crucial milestone on our journey with the transition to a Nasdaq listed public company and the addition of new capital to accelerate our growth strategy. With revenue growth driven by strong customer demand, new product innovation and effective operational execution across our retail locations, we are highly focused on our expansion strategy goals supported by proceeds from our recent IPO.
“We recently announced plans to open new company-owned retail locations in Southern California in Cabazon, Huntington Beach, Irvine and Mission Viejo. At each new location, our focus is on creating an inviting store atmosphere which is designed for comfort and convenience at shopping plazas and upscale areas. We continue to believe we have sufficient cash to meet our current pipeline of new locations without the need to raise additional funds. Once these locations are open, we will have a total count of fourteen locations in California.
“Looking ahead, we are highly focused on the openings for our new locations. The Cabazon, Huntington Beach and Irvine locations are expected to open in the fourth quarter of 2022, and the Mission Viejo location is expected to open in the first quarter of 2023. We are also highly focused on increasing our customer base and sales, and growing Average Unit Volumes, at our existing stores. We are aggressively moving forward on strategically expanding our footprint in existing and new markets and developing our franchise opportunity. Additionally, new innovative coffee and complementary products produced by experienced co-packers will broaden our reach beyond our retail locations into B2B and DTC sales. Taken together, we believe we are well-positioned to reach our goals for sustained operational execution and year-over-year revenue growth. I look forward to reporting on exciting milestones in the months ahead as we strive to create sustainable, long-term value for our shareholders,” concluded Kim.

Anticipated Milestones
| ● | Open up to 40 company-owned retail locations. |
| ● | Open 4 flagship locations in the U.S., targeting cities such as San Francisco, San Diego, Houston, and Kansas City. |
| ● | Open 4 overseas locations outside the U.S., targeting countries such as South Korea, Austria, and Dubai. |
| ● | Joint R&D projects with coffee farms in locations such as Hawaii and Colombia. |
| ● | Expand B2B marketing to wholesale clubs and other major outlets and expand ecommerce marketing. |
| ● | Launch new Reborn-branded products such as cascara tea packs, red tea bag packs, cold brew cans and super premium ice cream. |
Third Quarter 2022 Financial Results
Revenues were approximately $0.8 million for the three-month period ended September 30, 2022, compared to approximately $0.7 million for the comparable period in 2021, representing an increase of 22%. Revenue increased 52% in the nine months ending September 30, 2022 to approximately $2.4 million, up from approximately $1.6 million for the comparable period in 2021. The increase in sales for the periods was primarily driven by the opening of the Laguna Woods, Riverside and San Francisco locations, and to the continued focus on marketing efforts to grow brand recognition.
Total operating costs and expenses for the three-month period ended September 30, 2022, were approximately $1.7 million compared to approximately $1.8 million for the comparable period in 2021, representing a decrease of approximately 1%.
Net loss for the third quarter of 2022 was approximately $0.9 million, compared to a net loss of approximately $1.9 million for the third quarter of 2021.
Net cash used in operating activities for the nine months ended September 30, 2022 was approximately $2.0 million, compared to approximately $2.1 million for the nine months ended September 30, 2021.
Cash and cash equivalents totaled approximately $4.7 million as of September 30, 2022, compared to approximately $0.9 million as of December 31, 2021.
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.
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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 section of our recently filed Registration Statement on Form S-1, as amended, and in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our recently filed Quarterly Report on Form 10-Q, 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 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 impact of COVID-19 on consumer traffic and costs, 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 Tyson
Executive Vice President
MZ North America
[email protected]
949-491-8235
Company Contact:
Reborn Coffee, Inc.
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Unaudited Condensed Consolidated Balance Sheets
| As of | September 30, 2022 | December 31, 2021 | ||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,730,097 | $ | 905,051 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively | 350 | - | ||||||
| Inventories, net | 102,981 | 88,877 | ||||||
| Prepaid expense and other current assets | 256,192 | 191,838 | ||||||
| Total current assets | 5,089,620 | 1,185,766 | ||||||
| Property and equipment, net | 1,297,574 | 1,110,890 | ||||||
| Operating lease right-of-use asset | 2,764,258 | 2,466,873 | ||||||
| Total assets | $ | 9,151,452 | $ | 4,763,529 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 20,977 | $ | 45,748 | ||||
| Accrued expenses and current liabilities | 254,586 | 124,535 | ||||||
| Loans payable to financial institutions – current portion | 74,810 | 98,475 | ||||||
| Loan payable, emergency injury disaster loan (EIDL) – current portion | 10,861 | 7,957 | ||||||
| Loan payable, payroll protection program (PPP) – current portion | 39,267 | 42,345 | ||||||
| Equipment loan payable – current portion | 1,515 | 15,989 | ||||||
| Operating lease liabilities – current portion | 654,145 | 578,419 | ||||||
| Total current liabilities | 1,056,161 | 913,468 | ||||||
| Loans payable to financial institutions – net of current portion | 14,172 | 23,228 | ||||||
| Loan payable, emergency injury disaster loan (EIDL), net of current portion | 489,139 | 492,043 | ||||||
| Loan payable, payroll protection program (PPP), net of current portion | 127,871 | 124,793 | ||||||
| Operating lease liabilities, net of current portion | 2,261,004 | 2,011,702 | ||||||
| Total liabilities | 3,948,347 | 3,565,234 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ equity | ||||||||
| Common Stock, $0.0001 par value, 40,000,000 shares authorized; 13,119,523 and 11,634,523 shares issued and outstanding at September 30, 2022 and December 31, 2021 | 1,312 | 1,163 | ||||||
| Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued and outstanding at September 30, 2022 and December 31, 2021 | - | - | ||||||
| Additional paid-in capital | 16,101,017 | 9,674,036 | ||||||
| Accumulated deficit | (10,899,224 | ) | (8,476,904 | ) | ||||
| Total stockholders’ equity | 5,203,105 | 1,198,295 | ||||||
| Total liabilities and stockholders’ equity | $ | 9,151,452 | $ | 4,763,529 | ||||
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Unaudited Condensed Consolidated Statements of Operations
| Nine Months Ended September 30, | Three Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net revenues: | ||||||||||||||||
| Stores | $ | 2,339,284 | $ | 1,519,969 | $ | 827,332 | $ | 668,184 | ||||||||
| Wholesale and online | 40,587 | 47,966 | 10,913 | 19,630 | ||||||||||||
| Total net revenues | 2,379,871 | 1,567,935 | 838,245 | 687,814 | ||||||||||||
| Operating costs and expenses: | ||||||||||||||||
| Product, food and drink costs—stores | 806,453 | 565,156 | 242,547 | 295,008 | ||||||||||||
| Cost of sales—wholesale and online | 17,777 | 21,011 | 4,780 | 8,599 | ||||||||||||
| General and administrative | 3,954,997 | 2,679,037 | 1,486,550 | 1,452,086 | ||||||||||||
| Total operating costs and expenses | 4,779,227 | 3,265,204 | 1,733,877 | 1,755,693 | ||||||||||||
| Loss from operations | (2,399,356 | ) | (1,697,269 | ) | (895,632 | ) | (1,067,879 | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Other income | 16,440 | - | - | - | ||||||||||||
| PPP grant income | - | 115,000 | - | 115,000 | ||||||||||||
| Interest expense | (39,404 | ) | (11,484 | ) | (24,428 | ) | (5,711 | ) | ||||||||
| Loss on extinguishment of debt | - | (982,383 | ) | - | (982,383 | ) | ||||||||||
| Total other income (expense), net | (22,964 | ) | (878,867 | ) | (24,428 | ) | (873,094 | ) | ||||||||
| Loss before income taxes | (2,422,320 | ) | (2,576,136 | ) | (920,060 | ) | (1,940,973 | ) | ||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||
| Net loss | $ | (2,422,320 | ) | $ | (2,576,136 | ) | $ | (920,060 | ) | $ | (1,940,973 | ) | ||||
| Loss per share: | ||||||||||||||||
| Basic and diluted | $ | (0.20 | ) | (0.25 | ) | (0.08 | ) | (0.18 | ) | |||||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic and diluted | 11,844,900 | 10,437,239 | 11,679,523 | 10,842,264 | ||||||||||||
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Unaudited Consolidated Statements of Cash Flows
| For the Nine Months Ended September 30, | 2022 | 2021 | ||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (2,422,320 | ) | $ | (2,576,136 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock compensation | 225,000 | 575,000 | ||||||
| Forgiveness of PPP loan | - | (115,000 | ) | |||||
| Operating lease | 27,643 | 45,620 | ||||||
| Depreciation | 146,505 | 129,575 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (350 | ) | (4,418 | ) | ||||
| Inventories | (14,104 | ) | (7,024 | ) | ||||
| Prepaid expense and other current assets | (64,354 | ) | (97,104 | ) | ||||
| Accounts payable | (24,771 | ) | (44,455 | ) | ||||
| Accrued expenses and current liabilities | 130,051 | 23,468 | ||||||
| Net cash used in operating activities | (1,996,700 | ) | (2,070,474 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (333,189 | ) | (262,673 | ) | ||||
| Reacquisition of lease and leasehold improvements | - | (150,000 | ) | |||||
| Net cash used in investing activities | (333,189 | ) | (412,673 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of common stock | 7,200,000 | 2,517,763 | ||||||
| Payment of IPO stock issuance | (997,870 | ) | - | |||||
| Proceeds from line of credit | 685,961 | - | ||||||
| Repayment of line of credit | (685,961 | ) | - | |||||
| Proceeds from loans | 238,982 | 1,028,026 | ||||||
| Repayment of loans | (271,703 | ) | (302,004 | ) | ||||
| Repayment of equipment loan payable | (14,474 | ) | (14,390 | ) | ||||
| Net cash provided by financing activities | 6,154,935 | 3,229,395 | ||||||
| Net increase in cash | 3,825,046 | 746,248 | ||||||
| Cash at beginning of period | 905,051 | 128,568 | ||||||
| Cash at end of period | $ | 4,730,097 | $ | 874,816 | ||||
| Supplemental disclosures of non-cash financing activities: | ||||||||
| Issuance of common shares for repurchase of lease and leasehold improvements | $ | - | $ | 150,000 | ||||
| Converting debt to equity | $ | - | $ | 1,032,383 | ||||
| Forgiveness of PPP loan | $ | - | $ | 115,000 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the years for: | ||||||||
| Interest | $ | 8,578 | 11,484 | |||||
| Income taxes | $ | - | $ | - | ||||
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