Reborn Coffee Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 29, 2025, Reborn Coffee, Inc., a Delaware corporation (the “Company”) received a notification letter (the “Letter”) from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing set forth in Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”). The Company’s stockholders’ equity was $415,582 as of March 31, 2025, as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025. The Letter also noted that as of May 29, 2025, the Company did not meet the alternatives of market value listed securities or net income from continuing operations pursuant to the Equity Rule.
The Letter has no immediate effect on the continued listing of the Company’s common stock on Nasdaq. The Company has until July 13, 2025 (45 calendar days from the date of the Letter) to submit a plan to regain compliance with the Equity Rule. If the plan is accepted, Nasdaq will provide written confirmation and can grant an extension up to November 25, 2025 (180 calendar days from the date of the Letter) to evidence compliance. If Nasdaq rejects the plan, the Company will have the opportunity to appeal the decision to a Hearings Panel pursuant to Nasdaq Listing Rule 5815(a), but there can be no assurance that Nasdaq would grant the Company’s request for approval of its compliance plan.
The Company is monitoring it stockholders’ equity and may, if appropriate, evaluate various courses of action to achieve compliance with the minimum stockholders’ equity required to comply with the Equity Rule. However, there can be no assurance that the Company will be able to regain compliance with the Equity Rule or will otherwise be in compliance with other Nasdaq listing criteria.
The Company, by filing this Current Report on Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b).
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this Current Report on Form 8-K include, without limitation, statements regarding the Company’s intent to monitor its stockholders’ equity and consider available options to regain compliance with the Equity Rule; and the Company’s eligibility for an additional 180 calendar day compliance period. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, there can be no assurance that the Company will meet the requirements of the Equity Rule during any compliance period or otherwise in the future, otherwise meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2024 and its other filings with the SEC. Any forward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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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: June 4, 2025
| REBORN COFFEE, INC. | ||
| By: | /s/ Jay Kim | |
| Name: | Jay Kim | |
| Title: | Chief Executive Officer | |
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