Reborn Coffee Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 24, 2024, Reborn Coffee, Inc. (the “Company”) held its annual meeting of stockholders for its fiscal year ended December 31, 2024 (the “Annual Meeting”). As of September 23, 2024, the record date for the Annual Meeting, 2,683,490 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were outstanding, entitled to 2,683,490 votes at the Annual Meeting. Holders of 1,798,335 shares of the Company’s Common Stock were present in person or by proxy at the Annual Meeting, representing 67.01% of the total outstanding shares of Common Stock, constituting a quorum pursuant to the Company’s bylaws. At the Annual Meeting, three proposals were submitted to the Company’s stockholders. A brief summary of the matters voted upon by stockholders at the Annual Meeting is set forth below, and the proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on September 27, 2024. The voting results reported below are final.
Proposal No. 1
The Company’s stockholders elected Farooq M. Arjomand, Jay Kim, Dennis R. Egidi, Sehan Kim, Andy Nasim and Jennifer Tan to the Company’s Board of Directors, to hold office until the 2025 annual meeting of stockholders or until such director’s respective successors are elected or appointed and qualified or until any such director’s earlier resignation or removal, based upon the following votes:
| NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||||||||
| Farooq M. Arjomand | 1,485,692 | 40,728 | 271,915 | |||||||||
| Jay Kim | 1,485,369 | 41,051 | 271,915 | |||||||||
| Dennis R. Egidi | 1,485,698 | 40,722 | 271,915 | |||||||||
| Sehan Kim | 1,486,702 | 39,718 | 271,915 | |||||||||
| Andy Nasim | 1,485,726 | 40,694 | 271,915 | |||||||||
| Jennifer Tan | 1,485,408 | 41,012 | 271,915 | |||||||||
Proposal No. 2
The Company’s stockholders ratified the appointment of BCRG Group as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, based upon the following votes:
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||
| 1,793,709 | 3,666 | 960 | - | |||||||||||
Proposal No. 3
The Company’s stockholders approved the issuance of shares of the Company’s Common Stock to YA II PN, LTD. pursuant to the Convertible Promissory Note (the “Note”) and related warrant issued on May 20, 2024, in excess of the Exchange Cap (as defined in the Note) in accordance with Nasdaq Listing Rule 5635(d).
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||||||||||
| 1,517,008 | 7,397 | 2,015 | 271,915 | |||||||||||
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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: October 25, 2024
| REBORN COFFEE, INC. | ||
| By: | /s/ Jay Kim | |
| Name: | Jay Kim | |
| Title: | Chief Executive Officer | |
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