0001213900-26-040493
SEC filingReborn Coffee entered a Forbearance Agreement with Arena Investors to cure a payment default, agreeing to pay $1.96 million in cash tranches and issuing warrants to purchase 250,000 shares.
Reborn Coffee, Inc. entered into a Forbearance Agreement with its debenture holders, Arena Special Opportunities (Offshore) Master II, LP and Arena Special Opportunities Partners III, LP, effective March 31, 2026. The agreement resolves a default arising from the Company's failure to timely remit 30% of gross cash proceeds from a $6.5 million equity financing conducted in October 2025, as required by the debenture terms. The Arena Investors had requested this payment on February 19, 2026, and the subsequent delay in payment constituted the "Specified Delay."
Under the terms of the forbearance, the Arena Investors agreed to waive existing defaults and forbear from exercising legal remedies. In exchange, the Company committed to a structured cash repayment schedule: $1,059,522 by April 6, 2026; $400,000 by April 20, 2026; and monthly payments of $500,000 beginning in May 2026 until the Debentures are fully paid or converted. Additionally, the Company issued warrants to purchase an aggregate of 250,000 shares of Common Stock at an exercise price of $2.00 per share. The Company also agreed to file a registration statement covering the warrant shares and other securities within five business days of filing its Annual Report on Form 10-K. The warrants and underlying shares were issued pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D.