Reborn Coffee (REBN) reshapes Board as two resign and three join

Rhea-AI Filing Summary

Reborn Coffee, Inc. reported several changes to its Board of Directors. On October 1, 2025, directors Sehan Kim and Jennifer Tan resigned from the Board and all committees, effective immediately, and the company stated their resignations were not due to any disagreement over operations, policies, or practices. On the same date, the Board approved an increase in its size from six to seven members, effective October 3, 2025. Effective that date, Jung Jae Lim, Mi Young Jeong, and Alex Gau were appointed to fill the vacancies and the new seat, each serving until the next annual stockholder meeting or until a successor is in place. The company disclosed that the new directors will not be compensated for Board service and have no family relationships, arrangements, or related-party transactions with existing directors or officers.

Insights

Corporate governance analyst

Board turnover sees two resignations and three uncompensated new directors, framed as non-conflict-driven changes.

Reborn Coffee reports the immediate resignation of directors Sehan Kim and Jennifer Tan on October 1, 2025, explicitly stating these were not due to disagreements over the company’s operations, policies, or practices. At the same time, the Board approved an increase in its size from six to seven members effective October 3, 2025, indicating a structural adjustment rather than a simple one-for-one replacement.

Effective October 3, 2025, the Board appointed Jung Jae Lim, Mi Young Jeong, and Alex Gau to fill the two vacated seats plus the new seat, with each serving until the next annual stockholder meeting or until a successor is qualified. The company notes that none of the three will be compensated for Board service and that there are no family relationships, selection arrangements, or related-party transactions under Item 404(a) of Regulation S-K. These disclosures aim to underscore independence and the absence of conflicts, though the practical impact on strategy and oversight will depend on future Board decisions and further disclosures.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

false 0001707910 0001707910 2025-10-01 2025-10-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 1, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements or Certain Officers.

Resignations from the Board

On October 1, 2025, Sehan Kim and Jennifer Tan each provided the Board of Directors (the “Board”) of Reborn Coffee, Inc. (the “Company”) with their formal resignations from the Board and all committees thereof, effective immediately. Sehan Kim was a member of the compensation committee of the Board (the “Compensation Committee”) and the audit committee of the Board (the “Audit Committee”). Jennifer Tan was not a member of any committee of the Board. Neither Mr. Kim’s nor Ms. Tan’s respective decisions to resign were due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices (financial or otherwise).

Increase in Board Size

On October 1, 2025, the Board resolved to increase the size of the Board from six members to seven members, with such increase effective October 3, 2025.

Appointment of New Directors

Effective October 3, 2025, the Board appointed each of Jung Jae Lim, Mi Young Jeong, and Alex Gau to fill the vacancies on the Board created by the resignations and increase in Board size described above. Each of Jung Jae Lim, Mi Young Jeong, and Alex Gau will serve on the Board until the Company’s next annual stockholder meeting or until his or her successor has been duly appointed and qualified or until her earlier death, resignation, retirement, disqualification, removal from office or other cause.

None of Jung Jae Lim, Mi Young Jeong, or Alex Gau will be compensated for his or her service on the Board.

There are no family relationships between any of Jung Jae Lim, Mi Young Jeong, or Alex Gau and any director or executive officer of the Company and none of them were selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. None of Jung Jae Lim, Mi Young Jeong, or Alex Gau has engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

1

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: October 7, 2025

	REBORN COFFEE, INC.
	By:	/s/ Jay Kim
	Name:	Jay Kim
	Title:	Chief Executive Officer

2

FAQ

What Board changes did Reborn Coffee (REBN) disclose in this 8-K?

Reborn Coffee disclosed that Sehan Kim and Jennifer Tan resigned from its Board of Directors, effective October 1, 2025, and that Jung Jae Lim, Mi Young Jeong, and Alex Gau were appointed to the Board effective October 3, 2025.

Were the resignations of Reborn Coffee directors due to any disagreements?

The company stated that neither Mr. Kim nor Ms. Tan resigned due to any disagreement with Reborn Coffee on matters relating to its operations, policies, or practices, financial or otherwise.

How did Reborn Coffee (REBN) change the size of its Board?

On October 1, 2025, the Board resolved to increase its size from six members to seven members, with the increase becoming effective on October 3, 2025.

Who are the new directors appointed to Reborn Coffee’s Board and how long will they serve?

The Board appointed Jung Jae Lim, Mi Young Jeong, and Alex Gau as directors effective October 3, 2025. Each will serve until the next annual stockholder meeting or until a successor is duly appointed and qualified, or earlier death, resignation, retirement, disqualification, removal, or other cause.

Will Reborn Coffee’s new directors receive compensation for Board service?

The company disclosed that none of Jung Jae Lim, Mi Young Jeong, or Alex Gau will be compensated for serving on the Board.

Are there any family relationships or related-party transactions involving Reborn Coffee’s new directors?

Reborn Coffee stated there are no family relationships between the new directors and any director or executive officer, and that none has engaged in transactions reportable as related-party transactions under Item 404(a) of Regulation S-K.