REBN · Reborn Coffee, Inc.

Reborn Coffee entered into a Securities Purchase Agreement on April 29, 2026, to raise up to $21 million through a private placement of common stock at $2.00 per share. The offering is structured in two closings: the first closing of 1.4 million shares ($2.8 million) is conditioned on Nasdaq issuing a no-objection letter to the Company's Listing of Additional Securities Notification; the second closing of up to 9.1 million shares ($18.2 million) requires shareholder approval under Nasdaq rules. The shares are being sold to non-U.S. persons under Regulation S, exempt from registration. Proceeds are earmarked for flagship store expansion in key metropolitan markets, brand development, working capital, and scaling multi-channel distribution and supply chain capabilities. The agreement includes customary representations, warranties, and closing conditions. The transaction is material due to the significant capital raise and potential dilution, with the first closing expected shortly after Nasdaq clearance and the second closing pending stockholder approval.