Form 8-K

8-K — Reborn Coffee, Inc.

Accession: 0001213900-26-052154

Filed: 2026-05-05

Period: 2026-04-29

CIK: 0001707910

SIC: 5812 (RETAIL-EATING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0289144-8k_reborn.htm (Primary)

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT (ea028914401ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0289144-8k_reborn.htm · Sequence: 1

false

0001707910

2026-04-29

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):

April 29, 2026

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 1.01 Entry into a Material Definitive Agreement.

On April 29, 2026, Reborn Coffee, Inc. (the “Company”),

entered into a Securities Purchase Agreement (the “Agreement”) with the purchasers named therein (the “Investors”),

pursuant to which the Company agreed to issue and sell, in a private placement, shares of its common stock (the “Shares”)

in two closings for aggregate gross proceeds of $21 million, subject to the terms and conditions set forth in the Securities Purchase

Agreement (collectively, the “Private Placement”).

Pursuant to the Agreement, the Company has agreed to issue and sell

to the Investors at a first closing of the Private Placement to be held immediately following the receipt of no objections from Nasdaq

on the Company’s Listing of Additional Securities Notification filed on April 29, 2026 (the “First Closing”), 1,400,000

Shares at a price per Share equal to $2.00 (the “Share Purchase Price”), for aggregate gross proceeds of $2.8 million and

satisfaction of the other customary closing conditions.

Pursuant to the Agreement, the Company has also agreed to issue and

sell to the Investors at a second closing of the Private Placement (the “Second Closing”), up to 9,100,000 Shares at the Share

Purchase Price for gross aggregate proceeds of $18,200,000. The Second Closing is expected to take place promptly following receipt of

the approval by the Company’s stockholders at a meeting of stockholders or acting through written consent of all such matters as

may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) or under applicable law

from the stockholders of the Company with respect to the Private Placement (the “Stockholder Approvals”) and the satisfaction

of other customary closing conditions.

The Company has agreed to use commercially reasonable efforts to either

(i) hold a Stockholder Meeting or (ii) facilitate a written consent of stockholders representing a majority of the voting power of the

Company’s voting stock, in lieu of a Stockholder Meeting (a “Stockholder Written Consent”), the purposes of which will

include, among other things, to obtain the Stockholder Approvals.

The net proceeds from the Private Placement will be used to support the Company’s principal business initiatives, including flagship

store expansion in key metropolitan markets, brand development, working capital, and the continued growth of its multi-channel distribution

strategy. The proceeds are also expected to support operational and supply chain capabilities designed to enhance efficiency, execution,

and scalability across the Company’s expanding platform.

The Agreement contains customary representations, warranties and agreements

by the Company and customary closing conditions. The representations, warranties and covenants contained in the Agreement were made solely

for the benefit of the parties thereto and as of specific dates and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Securities Purchase Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as

Exhibit 10.1 hereto and is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form

8-K is incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Agreement, the offering

and sale of the Shares will be exempt from registration under Rule 903 of Regulation S promulgated under the Securities Act of 1933 (the

“Act”). The sale of the Shares by the Company in the Private Placement will not be registered under the Act or any state securities

laws and such shares may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”)

or an applicable exemption from the registration requirements. The sale of such shares will not involve a public offering and will be

made without general solicitation or general advertising. In the Agreement, each Investor represented, among other things, that it is a

“non-U.S. person” as defined under Regulation S, that it is not acquiring the Shares for the account or benefit of a U.S.

Person, and that it is acquiring the Shares for investment purposes only and not with a view to any immediate resale, distribution, or

other disposition of the Shares.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. Any statements

in this Current Report on Form 8-K about the Company’s future expectations, plans and prospects, including but not limited to statements

about the Company’s expectations with respect to the occurrence of the First Closing and Second Closing, the potential receipt of

Stockholder Approvals, the expected uses of proceeds of the Private Placement, and other statements containing the words “anticipate,”

“believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,”

“likely,” “would,” “could,” “should,” “continue,” and similar expressions

constitute forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as

a result of various important factors, including: whether the conditions for the First Closing and Second Closing of the Private Placement

will be satisfied, including the failure to obtain Stockholder Approvals; uncertainties as to the timing of the consummation of First

Closing and the Second Closing; the Company’s ability to maintain its listing on The Nasdaq Capital Market; and other important

factors, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements

discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, most recently filed Quarterly

Report on Form 10-Q. and other filings the Company makes with the SEC. These forward-looking statements represent the Company’s

views as of the date of this Current Report on Form 8-K and should not be relied upon as representing the Company’s views as of

any date subsequent to the date hereof. The Company does not assume any obligation to update any forward-looking statements, whether as

a result of new information, future events or otherwise, except as required by law.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only

and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities

in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities

laws of that jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section

10 of the Act or an exemption from such requirements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No

Exhibit

10.1

Form of Securities Purchase Agreement

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: May 5, 2026

REBORN COFFEE, INC.

By:

/s/ Jay Kim

Name:

Jay Kim

Title:

Co-Chief Executive Officer

EX-10.1 — FORM OF SECURITIES PURCHASE AGREEMENT

EX-10.1

Filename: ea028914401ex10-1.htm · Sequence: 2

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement,”

as the same may hereafter be modified, supplemented, extended, amended, restated, or amended and restated from time to time), is entered

into and made effective as of [date], 2026 (the “Effective Date”), by and among Reborn Coffee, Inc., a Delaware corporation

(the “Company”), and certain investors each executing this Agreement separately and whose name and investment details

are set forth on the signature pages hereto (each an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS, the Company and each Investor are executing

this Agreement in reliance upon the exemption from securities registration afforded by Rule 903 of Regulation S (“Regulation

S”) of the Securities Act of 1933, as amended (the “Securities Act”); and

WHEREAS, the Company desires to issue and sell

to each Investor, and each Investor, desires to purchase from the Company, with each Investor’s investment amount set out on the

signature page hereto by each Investor in this Agreement, an aggregate of up to 10,500,000 shares (the “Shares”) of

common stock, $0.0001 par value per share, of the Company (“Common Stock”), in accordance with the terms and conditions

of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises

and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of

which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree as follows:

ARTICLE I

RECITALS

The foregoing recitals are true and correct and,

together with the Exhibits referred to hereafter, are incorporated into this Agreement by this reference.

ARTICLE II

DEFINITIONS

For purposes of this Agreement, except as otherwise

expressly provided or otherwise defined elsewhere in this Agreement, or unless the context otherwise requires, the capitalized terms in

this Agreement shall have the meanings assigned to them in this Article as follows:

“Affiliate” means any Person

that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person

as such terms are used in and construed under Rule 405 under the Securities Act.

“Agreement” shall have the meaning

ascribed to such term in the Preamble.

“Applicable Laws” shall have

the meaning ascribed to such term in Section 6.11.

“Assets” means all of the properties

and assets of the Company and its Subsidiaries (as defined below), whether real, personal or mixed, tangible or intangible, wherever located,

whether now owned or hereafter acquired.

“Authorizations” shall have

the meaning ascribed to such term in Section 6.11.

“Beneficial Ownership Maximum”

shall have the meaning ascribed to such term in Section 4.3.

“Business Day” means any day

except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, or any day on which banking institutions

in the State of New York are authorized or required by law or other governmental action to close.

”Charter” shall have the meaning

ascribed to such term in Section 6.6.

“Claims” means any Proceedings,

Judgments, Obligations, known threats, losses, damages, deficiencies, settlements, assessments, charges, costs and expenses of any nature

or kind.

“Closing” means the closing

of the purchase and sale of the Shares pursuant to Section 4.2.

“Closing Date” means the Trading

Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent

to (i) the Investor’s obligations to pay the Investment Amount and (ii) the Company’s obligations to deliver the Shares, in

each case, have been satisfied or waived, or as the parties otherwise mutually agree.

“Common Stock” shall have the

meaning ascribed to such term in the Recitals.

“Company” shall have the meaning

ascribed to such term in the Preamble.

“Contract” means any written

contract, agreement, order, or commitment of any nature whatsoever, including, any sales order, purchase order, lease, sublease, license

agreement, services agreement, loan agreement, mortgage, security agreement, guarantee, management contract, employment agreement, consulting

agreement, partnership agreement, shareholders agreement, buy-sell agreement, option, warrant, debenture, subscription, call, or put.

“Effective Date” shall have

the meaning ascribed to such term in the Preamble.

“Encumbrance” means any lien,

security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant, restriction, reservation, conditional sale, prior

assignment, or any other encumbrance, claim, burden, or charge of any nature whatsoever.

“Exchange Act” shall mean the

Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Financial Statements” shall

have the meaning ascribed to such term in Section 6.13.

“GAAP” means generally accepted

accounting principles, methods, and practices set forth in the opinions and pronouncements of the Accounting Principles Board and the

American Institute of Certified Public Accountants, and statements and pronouncements of the Financial Accounting Standards Board, the

SEC or of such other Person as may be approved by a significant segment of the U.S. accounting profession, in each case as of the date

or period at issue, and as applied in the U.S. to U.S. companies.

“Governmental Authority” means

any foreign, federal, state, or local government, or any political subdivision thereof, or any court, agency or other body, organization,

group, stock market, or exchange exercising any executive, legislative, judicial, quasi-judicial, regulatory, or administrative function

of government.

“Indemnified Party” shall have

the meaning ascribed to such term in Section 10.3.

“Intellectual Property Rights“

shall have the meaning ascribed to such term in Section 6.15.

“Investment Amount” shall have

the meaning ascribed to such term in Section 4.1.

“Investor” shall have the meaning

ascribed to such term in the Preamble.

“Investor Party” shall have

the meaning ascribed to such term in Section 10.2.

“Judgment” means any final order,

writ, injunction, fine, citation, award, decree, or any other judgment of any nature whatsoever of any Governmental Authority.

“Law” means any provision of

any law, statute, ordinance, code, constitution, charter, treaty, rule, or regulation of any Governmental Authority applicable to the

Company.

“Losses” shall have the meaning

ascribed to such term in Section 10.2.

“Material Adverse Change” shall

have the meaning ascribed to such term in Section 6.12.

“Material Adverse Effect” shall

have the meaning ascribed to such term in Section 6.1.

“Nasdaq” means The Nasdaq Stock

Market LLC.

“Obligation” means any debt,

liability, or obligation of any nature whatsoever, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued,

absolute, fixed, contingent, ascertained, unascertained, known, unknown, or obligations under executory Contracts.

“PCAOB” shall have the meaning

ascribed to such term in Section 6.8.

“Permits” shall have the meaning

ascribed to such term in Section 6.14.

“Person” means any individual,

sole proprietorship, joint venture, partnership, company, corporation, association, cooperation, trust, estate, Governmental Authority,

or any other entity of any nature whatsoever.

“Principal Trading Market” shall

mean The Nasdaq Capital Market.

“Proceeding” means any demand,

claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other proceeding of any nature

whatsoever.

“SEC” means the United States

Securities and Exchange Commission.

“SEC Documents” means all reports,

schedules, forms, statements, and other documents filed under the Securities Act and the Exchange Act by the Company with the SEC to the

date hereof, and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference

therein.

“Securities Act” shall have

the meaning ascribed to such term in the Recitals.

“Share” or “Shares”

means that number of shares of Common Stock set forth below such Investor’s name on such Investor’s signature page to this

Agreement and issuable to each Investor pursuant to this Agreement, with an aggregate of 10,500,000 shares of Common Stock offered and

issuable by the Company to all Investors.

“Share Purchase Price” means

$2.00 per Share, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions

of the Common Stock that occur after the Effective Date.

“Short Sales” means all “short

sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing

shares of Common Stock).

“Tax” means (i) any foreign,

federal, state or local income, profits, gross receipts, franchise, sales, use, occupancy, general property, real property, personal property,

intangible property, transfer, fuel, excise, accumulated earnings, personal holding company, unemployment compensation, social security,

withholding taxes, payroll taxes, or any other tax of any nature whatsoever, (ii) any foreign, federal, state, or local organization fee,

qualification fee, annual report fee, filing fee, occupation fee, assessment, rent, or any other fee or charge of any nature whatsoever,

or (iii) any deficiency, interest, or penalty imposed with respect to any of the foregoing.

“Trading Day” means a day on

which the principal Trading Market in the United States is open for trading.

“Transaction Documents” means

this Agreement and the other documents related to the transactions contemplated by this Agreement.

“Transfer Agent” means Securities

Transfer Corporation, the current transfer agent of the Company and any successor transfer agent of the Company.

ARTICLE III

INTERPRETATION

In this Agreement, unless the express context otherwise

requires: (i) the words “herein,” “hereof,” and “hereunder” and words of similar import refer to this

Agreement as a whole and not to any particular provision of this Agreement; (ii) references to the words “Article” or “Section”

refer to the respective Articles and Sections of this Agreement, and references to “Exhibit” refer to the Exhibits annexed

hereto; (iii) references to a “party” mean a party to this Agreement and include references to such party’s permitted

successors and permitted assigns; (iv) references to a “third party” means a Person not a party to this Agreement; (v) the

terms “dollars” and “$” means U.S. dollars; (vi) wherever the word “include,” “includes,”

or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.”

ARTICLE IV

PURCHASE AND SALE

4.1 Sale and Issuance of Shares. Subject

to the terms and conditions of this Agreement, each Investor agrees to purchase, and the Company agrees to sell and issue to each Investor,

the Shares in the respective amount (“Investment Amount”) as set forth below such Investor’s name on the Investor’s

signature page to this Agreement at the per share price equal to the Share Purchase Price. Certain Investors shall remit payment of the

Investment Amount in United States Dollars (USD).

4.2 Closings. As, according to Nasdaq Rules,

majority shareholder approval is required for certain amounts of the Offering, the Company plans to conduct two Closings of the Offering

as follows:

(a) Closing on the sale of 1,400,000 Shares at the

Share Purchase Price for gross aggregate proceeds of $2,800,000 upon the filing and receipt of no objections from Nasdaq of a Listing

of Additional Shares Notification (the “First Closing”); and

(b) Closing on the sale of up to 9,100,000 Shares

at the Share Purchase Price for gross aggregate proceeds of $18,200,000 upon the receipt of shareholder approval as required by Nasdaq

Rules (the “Second Closing” and collectively with the First Closing, the “Closings”).

On each Closing Date, upon the terms and subject

to the conditions set forth herein, the Company agrees to sell, and the Investors, severally and not jointly, agree to purchase, the Shares

at the Share Purchase Price. The Company shall deliver to each Investor its respective Shares as determined pursuant to Section 4.4, and

the Company and each Investor shall deliver the other items set forth in Section 4.4 deliverable at the Closings. The failure of any Investor

to deliver its Investment Amount shall not prevent a Closing from occurring with respect to the Company and the other Investors who have

performed their obligations hereunder. Upon satisfaction of the covenants and conditions set forth in this Agreement, each Closing shall

take place at 580 N. Berry Street, Brea, California 92821 or another location, including remotely by electronic transmission.

4.3 Beneficial Ownership Maximum. Notwithstanding

anything to the contrary herein and an Investor’s Investment Amount set forth on the signature pages attached hereto, the number

of Shares purchased by an Investor (and its Affiliates) hereunder shall not, when aggregated with all other shares of Common Stock owned

by such Investor (and its Affiliates) at such time, result in such Investor beneficially owning (as determined in accordance with Section

13(d) of the Exchange Act) in excess of 4.99% of the then issued and outstanding shares of Common Stock outstanding at the Closing (the

“Beneficial Ownership Maximum”). To the extent that a Purchaser’s beneficial ownership of the Shares would otherwise

be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Investment Amount shall automatically be reduced as necessary

in order to comply with this paragraph.

4.4 Form of Payment; Delivery. Payments

for the Investment Amount will be made by each Investor by wire transfer of immediately available funds into the bank account designated

by the Company and the Company shall issue the Shares, to each Investor, subject to the terms and conditions of this Agreement.

4.5 Deliveries.

(a) On or prior to each Closing Date, subject to

the conditions precedent in Section 8.1 and 8.2, the Company shall deliver or cause to be delivered to each Investor the

following:

(i) this Agreement duly executed by the Company;

and

(ii) a copy of the Company’s instructions

to the Transfer Agent instructing the Transfer Agent to deliver evidence of the issuance of such Purchaser’s Shares hereunder as

held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor, which evidence shall be reasonably satisfactory

to such Investor; and

(b) On or prior to each Closing Date, subject to

the conditions precedent in Section 8.1 and 8.3, each Investor shall deliver or cause to be delivered to the Company the

following:

(i) this Agreement duly executed by such Investor;

and

(ii) such Investor’s Investment Amount.

ARTICLE V

INVESTOR’S REPRESENTATIONS AND WARRANTIES

Each Investor represents and warrants to the Company,

that the statements contained in this Article V are true and correct as of the Effective Date and each Closing Date:

5.1 Investment Purpose. Each Investor is

acquiring the Shares for their own account for investment only and not with a view towards, or for resale in connection with, the public

sale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act; provided, however,

that by making the representations herein, each Investor reserves the right to dispose of the Shares at any time in accordance with or

pursuant to an effective registration statement covering such Shares or an available exemption under the Securities Act. Each Investor

acknowledges that a legend will be placed on the certificates representing the Shares in the following form:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES

ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE

144 UNDER THE SECURITIES ACT. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION

THEREUNDER, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL TO THE ISSUER.

5.2 Non-U.S. Person Status. Each Investor

represents and warrants to the Company, at the time the purchase was originated, as of the date hereof, at the time such Investor was

or is offered the Shares and as of the Closing Date, it has been and will continue to be, as follows: (i) the Investor is not a U.S. person

as that term is defined under Regulation S promulgated under the Securities Act; (ii) the Investor was outside the United States and is

outside of the United States as of the date of the execution and delivery of this Agreement; (iii) the Investor is purchasing the Shares

for their own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States;

and (iv) the Investor is purchasing the Shares in an “offshore transaction” as defined in Regulation S promulgated under the

Securities Act. The Company has relied upon and will continue to rely upon the accuracy of the foregoing representation by the Investor

without any misstatement or omission, in making the determinations as to the exemption from registration of the Shares set forth herein.

The Investor explicitly acknowledges and agrees that any misstatement or omission with respect to the Investor’s non-U.S. person

status may result in the Company’s reliance being invalid, and that the Investor shall indemnify the Company for any losses, damages

or liabilities arising from such misstatements or omissions.

5.3 Reliance on Exemptions; Opinion. Each

Investor understands that (1) the offering of the Shares has not and will not be registered under the Securities Act, (2) the Shares will

be “restricted securities” (as that term is defined under Rule 144(a)(3) of the Securities Act and such Shares may not be

resold unless they are registered under the Securities Act or an exemption from registration is available), (3) the Shares are being offered

and sold to each Investor in reliance on specific exemptions from the registration requirements of United States federal and state securities

Laws, and (4) the Company is relying in part upon the truth and accuracy of, and each Investor’s compliance with, the representations,

warranties, agreements, acknowledgments and understandings of each Investor set forth herein in order to determine the availability of

such exemptions and the eligibility of each Investor to acquire the Shares.

5.4 Information. Each Investor has been

furnished with all materials relating to the business, finances, and operations of the Company and other information each Investor deemed

material to making an informed investment decision regarding its purchase of the Shares which have been requested by each Investor. Each

Investor acknowledges that Investor has reviewed the SEC Documents (as defined below), which are available on the SEC’s website

(www.sec.gov) at no charge to each Investor. Each Investor acknowledges that the Investor may retrieve all SEC Documents from such website

and each Investor’s access to such SEC Documents through such website shall constitute delivery of the SEC Documents to each Investor.

Each Investor and Investor’s advisors, if any, have been afforded the opportunity to ask questions of the Company and its management.

Each Investor has sought such accounting, legal, and tax advice as Investor has considered necessary to make an informed investment decision

with respect to its acquisition of the Shares. Without limiting the foregoing, each Investor has carefully considered the potential risks

relating to the Company and a purchase of the Shares, including those risks described in the SEC Documents, and Investor fully understands

that the Shares are a speculative investment that involves a high degree of risk of loss of each Investor’s entire investment.

5.5 No Governmental Review. Each Investor

understands that no United States federal or state Governmental Authority has passed on or made any recommendation or endorsement of the

Shares, or the fairness or suitability of the investment in the Shares, nor have such Governmental Authorities passed upon or endorsed

the merits of the offering of the Shares.

5.6 Authorization, Enforcement. This Agreement

has been duly and validly authorized, executed, and delivered on behalf of each Investor and is a valid and binding agreement of each

Investor, enforceable in accordance with its terms, except as such enforceability may be limited by general principles of equity or applicable

bankruptcy, insolvency, reorganization, moratorium, liquidation, and other similar Laws relating to, or affecting generally, the enforcement

of applicable creditors’ rights and remedies.

5.7 Organization and Authority of Investor.

Each Investor is an individual or is an entity duly organized, validly existing, and in good standing under the laws of its jurisdiction

of formation or incorporation. Each Investor has all necessary power and authority to enter into this Agreement, to carry out their obligations

hereunder and to consummate the transactions contemplated hereby. The execution and delivery by each Investor of this Agreement, the performance

by each Investor of their obligations hereunder, and the consummation by each Investor of the transactions contemplated hereby have been

duly authorized by all requisite action on the part of each Investor.

5.8 No Conflicts; Consents. The execution,

delivery, and performance by the Investor of this Agreement, and the consummation of the transactions contemplated hereby, do not and

will not: (i) violate or conflict with any provision of the certificate of formation, limited liability company agreement, or other governing

documents of the Investor; (ii) violate or conflict with any provision of any Law or Governmental Authority applicable to the Investor;

(iii) require the consent, notice, or other action by any Person under, violate or conflict with, or result in the acceleration of any

agreement to which Investor is a party; or (iv) require any consent, permit, Governmental Authority’s order, filing, or notice from,

with or to any Governmental Authority; except, in the cases of clauses (ii) and (iii), where the violation, conflict, acceleration, or

failure to obtain consent or give notice would not have a material adverse effect on each Investor’s ability to consummate the transactions

contemplated hereby and, in the case of clause (iv), where such consent, permit, Governmental Authority’s order, filing, or notice

which, in the aggregate, would not have a material adverse effect on each Investor’s ability to consummate the transactions contemplated

hereby.

5.9 Certain Transactions and Confidentiality.

Other than consummating the transactions contemplated hereunder, the Investor has not, nor has any Person acting on behalf of or pursuant

to any understanding with the Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities

of the Company during the period commencing as of the time that the Investor first received a term sheet (written or oral) from the Company

or any other Person representing the Company setting forth the material terms, which terms include definitive pricing terms, of the transactions

contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons party to this Agreement or to

the Investor’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees,

agents, and Affiliates, the Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction

(including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained

herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares order to effect

Short Sales or similar transactions in the future.

5.10 Independent Advice. Each Investor understands

that nothing in this Agreement or any other materials presented by or on behalf of the Company to each Investor in connection with the

purchase of the Shares constitutes legal, tax, or investment advice.

5.11 No Brokers or Finders. Except as previously

disclosed to the Company prior to the date of this Agreement, neither such Investor nor any of its Affiliates has retained, utilized,

or been represented by, or otherwise become obligated to, any broker, placement agent, financial advisor, or finder in connection with

the transactions contemplated by this Agreement whose fees the Company would be required to pay.

5.12 No Reliance. The Investor acknowledges

and agrees that (i) neither of the Company or its Subsidiaries nor any Person on behalf of the Company or its Subsidiaries is making any

representations or warranties whatsoever, express or implied, beyond those expressly made by the Company in this Agreement and (ii) the

Investor has not relied upon, any other representations or warranties, express or implied, including as to the accuracy of any information,

including, without limitation, any SEC Documents or investor presentations, provided to the Investor.

5.13 Accredited Investor. Each Investor

(i) is a sophisticated investor with knowledge and experience in business and financial matters and (ii) is an “Accredited Investor”

as set forth in Regulation D promulgated under the Securities Act.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the SEC Documents, the Company

hereby makes the following representations and warranties to each Investor as of the Effective Date and the Closing Date:

6.1 Organization. The Company has been duly

incorporated and is validly existing as a domestic Company and is in good standing under the laws of Delaware as of the date hereof, and

each Subsidiary is duly qualified to do business and is in good standing in each other jurisdiction in which its ownership or lease of

property or the conduct of business requires such qualification, except where the failure to be so qualified or in good standing, as the

case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability

of any Transaction Document; (ii) a material adverse effect on the results of operations, assets, business, prospects, or condition (financial

or otherwise) of the Company and the Subsidiaries, taken as a whole; or (iii) a material adverse effect on the Company’s ability

to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii), or (iii), a “Material

Adverse Effect”); provided that a change in the market price or trading volume of the Common Stock alone shall not be

deemed, in and itself, to constitute a Material Adverse Effect.

6.2 Subsidiaries. All direct and indirect

Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation, and

each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires

such qualification, except where the failure to qualify would not have reasonably be expected to result in a Material Adverse Effect.

6.3 Capitalization. The capitalization of

the Company as of December 31, 2025, as set forth in the SEC Documents is complete and accurate in all material respects. The description

of the securities of the Company in the SEC Documents is complete and accurate in all material respects. Except as set forth in the SEC

Documents of the date referred to therein, there are no stock options, warrants, or other rights to purchase or otherwise acquire any

authorized, but unissued shares of Common Stock of the Company, or any security convertible or exercisable into shares of Common Stock

of the Company, or any contracts or commitments to issue or sell shares of Common Stock or any such options, warrants, rights, or convertible

securities.

6.4 Valid Issuance of Outstanding Securities.

All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized

and validly issued and are fully paid; the holders thereof have no rights of rescission with respect thereto, and to the knowledge of

the Company, are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation

of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The authorized

shares of Common Stock conform in all material respects to all statements relating thereto contained in the SEC Documents. The offers

and sales of the outstanding shares of Common Stock were at all relevant times either registered under the Securities Act or based in

part on the representations and warranties of the purchasers of such shares, exempt from such registration requirements.

6.5 Authorization; Enforceability. The Company

has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof. This Agreement

has been duly authorized, executed, and delivered by the Company and is a legal, valid, and binding agreement of the Company enforceable

in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium,

or similar Laws affecting creditors’ rights generally and by general equitable principles.

6.6 No Conflicts. The execution, delivery

and performance by the Company of this Agreement and all ancillary documents, the consummation by the Company of the transactions herein

and therein contemplated, and the compliance by the Company with the terms hereof and thereof do not and will not, with or without the

giving of notice or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of,

or constitute a material default under, or result in the creation, modification, termination, or imposition of any lien, charge, or encumbrance

upon any property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii)

result in any material violation of the provisions of the Company’s Certificate of Incorporation and all amendments thereto (as

the same may be amended or restated from time to time, the “Charter”) of the Company; or (iii) violate any existing

applicable law, rule, regulation, judgment, order, or decree of any Governmental Authority as of the date hereof that will result in a

Material Adverse Effect.

6.7 Issuance of Shares. The Shares have

been duly authorized for issuance and sale and, when issued and paid for in accordance with the terms hereof, will be validly issued and

fully paid; to the knowledge of the Company, the holders thereof are not and will not be subject to personal liability by reason of being

such holders; the Shares are not subject to the preemptive rights of any holders of any security of the Company or similar contractual

rights granted by the Company; and all corporate action required to be taken for the authorization, issuance, and sale of the Shares has

been duly and validly taken. Assuming the accuracy of the representations and warranties of each Investor set forth in Article V

above, the offer and sale by the Company of the Shares is exempt from: (i) the prospectus delivery requirements of the Securities Act;

and (ii) the registration and/or qualification provisions of all applicable state and provincial securities and “blue sky”

laws.

6.8 Independent Registered Public Accounting

Firm. To the knowledge of the Company, BCRG Group, the auditor of the Company, whose report is filed with the SEC as part of the SEC

Documents, is a registered independent public accounting firm as required by the Securities Act and the Securities Act Regulations and

the Public Company Accounting Oversight Board (the “PCAOB”).

6.9 Enforceability of Agreements. All agreements

between the Company and third parties expressly referenced in the SEC Documents, to the knowledge of the Company, are legal, valid, and

binding Obligations of the Company enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability

may be limited by bankruptcy, insolvency, reorganization, or similar laws affecting creditors’ rights generally; (ii) as enforceability

of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy

of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion

of the court before which any proceeding therefor may be brought.

6.10 No Violation or Default. No default

exists in the due performance and observance of any term, covenant, or condition of any material license, contract, indenture, mortgage,

deed of trust, note, loan, or credit agreement, or any other agreement or instrument evidencing an obligation for borrowed money, or any

other material agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the properties

or assets of the Company is subject, and the Company is not in violation of any term or provision of its Charter, or in violation of any

franchise, license, permit, applicable law, rule, regulation, judgment, or decree of any Governmental Authority, except for any such violation

or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

6.11 Compliance with Laws. Except as disclosed

in the SEC Documents, the Company (i) is and at all times has been in material compliance with all statutes, rules, or regulations applicable

to Company’s business (“Applicable Laws”); (ii) has not received any notice of adverse finding, warning letter,

untitled letter, or other correspondence or notice from any other governmental authority alleging or asserting noncompliance with any

Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits, and supplements or amendments thereto required

by any such Applicable Laws (“Authorizations”); (iii) possesses all material Authorizations and such Authorizations

are valid and in full force and effect and are not in material violation of any term of any such Authorizations; (iv) has not received

notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration, or other action from any governmental

authority or third party alleging that any business operation or activity is in violation of any Applicable Laws or Authorizations and

has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action, suit,

investigation, or proceeding; (v) has not received notice that any Governmental Authority has taken, is taking or intends to take action

to limit, suspend, modify, or revoke any Authorizations and has no knowledge that any such governmental authority is considering such

action; and (vi) has filed, obtained, maintained, or submitted all material reports, documents, forms, notices, applications, records,

claims, submissions, and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,

forms, notices, applications, records, claims, submissions, and supplements or amendments were complete and correct on the date filed

(or were corrected or supplemented by a subsequent submission), except, in the case of each of clauses (i) and (iii) above, for any such

non-compliance or violation that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect,

and in the case of each of clauses (ii), (iv), (v), and (vi), for any notice or otherwise that would not, individually or in the aggregate,

reasonably be expected to result in a Material Adverse Effect.

6.12 No Material Adverse Change. Subsequent

to December 31, 2025 and except as otherwise disclosed in the SEC Documents: (i) there has been no material adverse change in the financial

position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a

material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations,

business, assets, or prospects of the Company (a “Material Adverse Change”); and (ii) no officer or director of the

Company has resigned from any position with the Company.

6.13 Financial Statements. The financial

statements included in the SEC Documents, including the notes thereto and supporting schedules included in the SEC Documents (the “Financial

Statements”), fairly present, in all material respects and to the Company’s knowledge, the financial position and the

results of operations of the Company at the dates and for the periods to which they apply.

6.14 Consents and Permits. Except as described

in the SEC Documents, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders,

licenses, certificates, and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to

conduct its business purpose as described in the SEC Documents (collectively, “Permits”), except for such Permits the

failure of which to possess, obtain, or make the same would not reasonably be expected to result in a Material Adverse Effect.

6.15 Intellectual Property Rights. The Company

and each of its Subsidiaries own or possess or have valid rights to use all patents, patent applications, trademarks, service marks, trade

names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets, and similar rights (“Intellectual

Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and

as described in the SEC Documents, except where the failure to own, possess, or have such Intellectual Property Rights would not reasonably

be expected, individually or in the aggregate, to have a Material Adverse Effect.

6.16 Certain Market Activities. The Company

has not taken, directly or indirectly, any action designed to, or that might be reasonably expected to cause or result in, stabilization

or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Shares.

6.17 Taxes. Each of the Company and its

Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof or has

duly obtained extensions of time for the filing thereof, and each of the Company and its Subsidiaries has paid all taxes (as hereinafter

defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective

Subsidiary, except where the failure to file such returns or pay such taxes would not reasonably be expected, individually or in the aggregate,

to have a Material Adverse Effect. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of

the SEC Documents are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates

of such consolidated financial statements. The term “taxes” mean all federal, state, local, foreign, and other net income,

gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding,

payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees,

assessments, or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with

respect thereto. The term “returns” means all returns, declarations, reports, statements, and other documents required to

be filed in respect to taxes.

6.18 Accounting Controls. Except as disclosed

in the SEC Documents, the Company is not aware of any material weaknesses in its internal controls.

6.19 Sarbanes-Oxley Act. Except as otherwise

disclosed in the SEC Documents, there is and has been no failure on the part of the Company or, to the knowledge of the Company, any of

the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provisions

of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal

financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer

of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act respecting all reports,

schedules, forms, statements, and other documents required to be filed by it or furnished by it to the SEC. For purposes of the preceding

sentence, “principal executive officer” and “principal financial officer” will have the meanings given to such

terms in the Sarbanes-Oxley Act.

6.20 No Labor Disputes. No labor dispute

with the employees of the Company or any of its Subsidiaries, which are expected to result in a Material Adverse Effect, exists or is,

to the Company’s knowledge, imminent.

6.21 Investment Company Act. The Company

is not and, will not be, either after receipt of payment for the Shares or after the application of the proceeds therefrom as described

under “Use of Proceeds” in this Agreement, required to register as an “investment company,” as defined

in the Investment Company Act of 1940, as amended.

6.22 Related-Party Transactions. There are

no business relationships or related party transactions involving the Company or any other person required to be described in the SEC

Documents that have not been described as required under Regulation S-K.

6.23 Employment Matters. The Company is

in material compliance with all applicable Laws pertaining to employment and employment practices to the extent they relate to employees

of the Company.

6.24 No Brokers or Finders. None of the

Company or any of its Subsidiaries has retained, utilized, or been represented by, or otherwise become obligated to, any broker, placement

agent, financial advisor, or finder in connection with the transactions contemplated by any of the Transaction Documents whose fees the

Investors would be required to pay.

ARTICLE VII

COVENANTS

7.1 Best Efforts. Each party shall use its

best efforts to timely satisfy each of the conditions as provided in Articles VIII and IX of this Agreement prior to each

Closing Date.

7.2 Affirmative Covenants.

(a) Reporting Status; Listing. Until the earlier

of six months from the date hereof or when the Shares are no longer registered in the names of each Investor on the books and records

of the Company, the Company shall: (i) file in a timely manner all reports required to be filed under the Securities Act, the Exchange

Act, or any securities Laws and regulations thereof applicable to the Company of any state of the United States, or by the rules and regulations

of the Principal Trading Market, and, if not otherwise publicly available, to provide a copy thereof to an Investor upon request; (ii)

not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations

thereunder would otherwise permit such termination unless in connection with a Sale Event (as defined below); (iii) if required by the

rules and regulations of the Principal Trading Market, promptly secure the listing of any of the Shares upon the Principal Trading Market

(subject to official notice of issuance) and, take all action under its control to maintain the continued listing, quotation, and trading

of its Common Stock on the Principal Trading Market, and the Company shall comply in all material respects with the Company’s reporting,

filing, and other Obligations under the bylaws or rules of the Principal Trading Market and such other Governmental Authorities, as applicable.

(b) Public Disclosure of Investors. The Company

shall not publicly disclose the name of each Investor, or include the name of each Investor in any filing with the SEC or any regulatory

agency or Principal Trading Market, without the prior written consent of such Investor except: (i) as required by federal securities law;

or (ii) to the extent such disclosure is required by Law or Principal Trading Market regulations, in which case the Company shall provide

Investors with prior written notice of such disclosure permitted under this clause (b)(ii).

7.3 Certain Transactions and Confidentiality.

Each Investor covenants that neither they nor any Affiliate acting on their behalf or pursuant to any understanding with them will execute

any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution

of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced. Each Investor

covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, the Investor

will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed to its legal and other representatives).

7.4 Transfer Restrictions.

(a) Each Investor explicitly understands that the

Shares are “restricted securities” and may only be disposed of in compliance with state and federal securities laws. In connection

with any transfer of Shares other than pursuant to an effective registration statement or Rule 144, to the Company, to an Affiliate of

a Investor, in accordance with Regulation S, the Company shall have the right to require the transferor thereof to provide to the Company

an opinion of counsel acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company,

to the effect that such transfer does not require registration of such transferred Securities under the Securities Act.

(b) The Purchasers agree to the imprinting, so long

as is required by applicable law and regulation, of a legend on any of the Shares in substantially the following form:

THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES

ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE

144 UNDER THE SECURITIES ACT. SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE

REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION

THEREUNDER, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL TO THE ISSUER.

ARTICLE VIII

CONDITIONS PRECEDENT

8.1 Conditions Precedent of Company and Investors.

The obligations of the Company and each of the Investors in connection with each Closing are subject to the satisfaction of the following

conditions:

(a) The Company shall have obtained all governmental,

regulatory, or third-party consents and approvals necessary for the sale of the Shares, specifically including but not limited to:

(i) the filing with and receipt of no objections

from Nasdaq, LLC of the Company’s Listing of Additional Shares Notification;

(ii) Board of Director and Shareholder approval;

(iii) the filing of a Preliminary Information Statement

on Schedule 14C with the SEC and clearance of all SEC comments on such filing; and

(iv) the filing and distribution to all shareholders

and waiting period thereafter of a Definitive Information Statement on Schedule 14C as required by SEC rules.

(b) No statute, rule, regulation, executive order,

decree, ruling, or injunction shall have been enacted, entered, promulgated, or endorsed by any court or Governmental Authority of competent

jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.

suspended by the SEC or any Principal Trading Market (except for any suspensions of trading of not more than one trading day solely to

permit dissemination of material information regarding the Company) at any time since the date of execution of this Agreement.

8.2 Conditions Precedent to Company’s

Obligations to Sell. The obligation of the Company hereunder to issue and sell the Shares to each Investor at each Closing is subject

to the satisfaction, at or before the Closing Date, of each of the following conditions, in addition to the conditions precedent set forth

in Section 8.1, provided that these conditions are for the Company’s sole benefit and may be waived by the Company

at any time in its sole discretion:

(a) Each Investor’s representations and warranties

shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified

as to materiality in Article V above, in which case, such representations and warranties shall be true and correct in all respects

without further qualification) as of the date when made and as of the applicable Closing Date as though made at that time (except for

representations and warranties that speak as of a specific date in which case they shall be accurate in all material respects (or, to

the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date), and

each Investor shall have performed, satisfied, and complied in all material respects with the covenants, agreements, and conditions required

by this Agreement to be performed, satisfied, or complied with by each Investor at or prior to the applicable Closing Date.

(b) Each Investor shall have delivered the items

set forth in Section 4.4(b).

an executed Investor Representation Letter substantially in the form attached hereto as Exhibit A.

8.3 Conditions Precedent to Each Investor’s

Obligations to Purchase. The obligation of each Investor hereunder to purchase the Shares at the Closings is subject to the satisfaction,

at or before each Closing Date, of each of the following conditions, in addition to the conditions precedent set forth in Section 8.1,

provided that these conditions are for each Investor’s sole benefit and may be waived by each Investor at any time in their

sole discretion:

(a) The representations and warranties of the Company

shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified

as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects

without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations

and warranties that speak as of a specific date in which case they shall be accurate in all material respects (or, to the extent representations

or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date), and the Company shall have performed,

satisfied, and complied in all material respects with the covenants, agreements, and conditions required by this Agreement to be performed,

satisfied, or complied with by the Company at or prior to the applicable Closing Date.

(b) No event shall have occurred which could reasonably

be expected to result in a Material Adverse Effect.

forth in Section 4.4(a).

ARTICLE IX

TERMINATION

The obligations of the Company, on one hand, and

the Investors, on the other hand, to effect a Closing shall terminate as follows: (i) upon the mutual written consent of the Company and

the Investor; or (ii) by either the Company or any Investor (with respect to each respectively only) if the other party breaches any of

its representations, warranties, covenants, or agreements contained in this Agreement or the other Transaction Documents, provided

that the terminating party has not breached the Agreement and other Transaction Documents. Nothing in this Article IX shall release

any party from any liability for breach by such party of the terms and provisions of this Agreement.

ARTICLE X

INDEMNIFICATION

10.1 Survival. The representations and warranties

contained herein shall survive the Closings and the delivery of the Shares.

10.2 Indemnification by Investor. Subject

to the other terms and conditions of this Article X, from and after the Closings, the Investors shall indemnify the Company and

its directors, officers, shareholders, members, partners, employees, and agents (and any other Persons with a functionally equivalent

role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Company, if

any (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,

agents, members, partners, or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding

a lack of such title or any other title) of such controlling persons (together with the Investor Party, an “Indemnified Party”)

harmless from any and all losses, liabilities, obligations, claims against, and shall hold the Company or the applicable party harmless

from and against, any and all Losses incurred or sustained by, or imposed upon, the Company or the applicable party based upon, arising

out of or with respect to:

(a) any inaccuracy in or breach of any of the representations

or warranties of an Investor contained in this Agreement; or

(b) any breach or non-fulfillment of any covenant,

agreement, or obligation to be performed by an Investor pursuant to this Agreement.

10.3 Certain Limitations. The indemnification

provided for in Sections 10.2 shall be subject to the following limitations:

(a) Payments pursuant to this Article X in

respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds

and any indemnity, contribution, or other similar payment received or reasonably expected to be received by the indemnified party in respect

of any such claim. The indemnified party shall use its commercially reasonable efforts to recover under insurance policies or indemnity,

contribution, or other similar agreements for any Losses prior to seeking indemnification under this Agreement.

(b) The Indemnified Party shall take all reasonable

steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto,

including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

ARTICLE XI

MISCELLANEOUS

11.1 Notices. All notices of request, demand,

and other communications hereunder shall be addressed to the parties hereto as follows, unless the address is changed by the party by

like notice given to the other parties:

If to Company, to:

Reborn Coffee, Inc.

580 N. Berry Street

Brea, CA 92821

Attn: Jay Kim, Co-Chief Executive Officer

Jung Jae Lim, Co-Chief Executive Officer

Email: jay@reborncoffee.com, onejjlim77@gmail.com

If to each Investor:

To each Investor based on the information set forth on the signature page to this Agreement attached hereto

Notice shall be in writing and shall be deemed

delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid, and properly addressed to the address below, then

five Business Days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal Express, United

Parcel Service (UPS), or other nationally recognized overnight courier service, next business morning delivery, then one Business Day

after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand delivery

thereof to the address indicated on or prior to 5:00 p.m., Pacific time, on a Business Day. Any notice hand delivered after 5:00 p.m.,

Pacific time, shall be deemed delivered on the following Business Day. Notwithstanding the foregoing, notice, consents, waivers, or other

communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery, but shall be deemed to have

been delivered only when the sending party has confirmed (by reply e-mail or some other form of written confirmation) that the notice

has been received by the other party.

11.2 Entire Agreement. This Agreement, including

the Exhibits attached hereto and the documents delivered pursuant hereto, set forth all the promises, covenants, agreements, conditions,

and understandings between the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous

agreements, understandings, inducements, or conditions, expressed or implied, oral or written, except as contained herein; provided,

however, except as explicitly stated herein, nothing contained in this Agreement shall (or shall be deemed to) (i) have any effect

on any agreements each Investor has entered into with, or any instruments each Investor has received from, the Company prior to the date

hereof with respect to any prior investment made by each Investor in the Company or (ii) waive, alter, modify, or amend in any respect

any Obligations of the Company, or any rights of or benefits to each Investor or any other Person, in any agreement entered into prior

to the date hereof between or among the Company and each Investor, or any instruments each Investor received from the Company prior to

the date hereof, and all such agreements and instruments shall continue in full force and effect.

11.3 Successors and Assigns. This Agreement,

and any and all rights, duties, and Obligations hereunder, shall not be assigned, transferred, delegated, or sublicensed by the Company

without the prior written consent of each Investor. Subject to the foregoing and except as otherwise provided herein, the provisions of

this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the

parties hereto.

11.4 Binding Effect. This Agreement shall

be binding upon the parties hereto, their respective successors and permitted assigns.

11.5 Amendment. No provision of this Agreement

may be amended other than by an instrument in writing signed by the Company and each Investor.

11.6 Execution. This Agreement may be executed

in one or more counterparts, all of which taken together shall be deemed and considered one and the same Agreement, and same shall become

effective when counterparts have been signed by each party hereto and each party has delivered its signed counterpart to the other party.

A digital reproduction, portable document format (“.pdf”) or other reproduction of this Agreement may be executed by one or

more parties and delivered by such party by electronic signature (including signature via DocuSign or similar services), electronic mail,

or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution

and delivery shall be considered valid, binding, and effective for all purposes.

11.7 Headings. The article and section headings

contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.

11.8 Governing Law. This Agreement shall

be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation,

and performance of this Agreement shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice

of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application

of the laws of any jurisdictions other than the State of Delaware. The Company hereby irrevocably waives personal service of process and

consents to process being served in any such suit, action, or proceeding by mailing a copy thereof to the Company at the address set forth

on the signature page to this Agreement and agrees that such service shall constitute good and sufficient service of process and notice

thereof. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of

Orange, State of California, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated

hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action, or proceeding, any claim that

it is not personally subject to the jurisdiction of any such court, that such suit, action, or proceeding is brought in an inconvenient

forum or that the venue of such suit, action, or proceeding is improper. Nothing contained herein shall be deemed to limit in any way

any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude each Investor

from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations

to each Investor, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling

in favor of each Investor. THE COMPANY AND EACH INVESTOR HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO, AND AGREE NOT TO REQUEST,

A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED

HEREBY.

11.9 Further Assurances. The parties hereto

will execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent

and purposes of this Agreement.

11.10 Joint Preparation. The preparation

of this Agreement has been a joint effort of the parties hereto and the resulting documents shall not, solely as a matter of judicial

construction, be construed more severely against one of the parties than the other.

11.11 Severability. If any one of the provisions

contained in this Agreement, for any reason, shall be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality,

or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall remain in full force and effect and

be construed as if the invalid, illegal or unenforceable provision had never been contained herein.

11.12 No Third Party Beneficiaries. This

Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person.

11.13 Remedies. In addition to being entitled

to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled

to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for

any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert

in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase

Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Reborn

Coffee, Inc.

By:

Name:

Jay

Kim

Title:

Co-Chief

Executive Officer

By:

Name:

Jung Jae Lim

Title:

Co-Chief Executive Officer

IN WITNESS WHEREOF, the undersigned has caused

this Securities Purchase Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name of Investor: ______________________________________________________________

Signature of Authorized Signatory of Investor: _______________________________________

Name of Authorized Signatory: ___________________________________________________

Title of Authorized Signatory: ____________________________________________________

Email Address of Authorized Signatory: ____________________________________________

Address for Notice to Investor: ___________________________________________________

Address for Delivery of Shares to Investor (if not same as address

for notice): _______________

______________________________________________________________________________

Investment Amount: _____________________________________________________________

Number of Shares: ______________________________________________________________

Exhibit A

Investor Representation Letter

[Date], 2026

Reborn Coffee, Inc.

580 N. Berry Street

Brea, CA 92821

Re: Purchase of Securities of Reborn Coffee, Inc.

Ladies and Gentlemen:

This Investor Representation Letter (this “Letter”)

is delivered by the undersigned (the “Investor”) in connection with the purchase by the Investor of certain securities

(the “Securities”) of Reborn Coffee, Inc., a Delaware corporation (the “Company”), pursuant to that

certain Securities Purchase Agreement dated as of [date], 2026 (the “SPA”). Capitalized terms used but not otherwise

defined herein have the meanings given to them in the SPA.

The Investor hereby represents, warrants, and agrees as follows:

a. Independent Decision. The Investor has

made their investment decision independently and without reliance upon any communication, advice, information or recommendation by the

Company, any of its affiliates or any of their respective directors, officers, employees, representatives or agents.

b. Not Acting in Concert. The Investor is

acting solely for their own account in entering into the SPA and is not acting in concert with the Company or any other investor or with

any other person in connection with the offer, sale or distribution of the Securities. The Investor has not entered into any agreement,

understanding or arrangement, directly or indirectly, with the Company or any affiliate of the Company or any other investor to resell,

distribute, transfer or otherwise dispose of the Securities.

c. No Affiliate or Control Relationship.

The Investor is not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Company, does not control, and

is not controlled by or under common control with, the Company. The Investor has no current intention to become such an affiliate or to

participate in the management, operations, or control of the Company.

d. Investment Intent. The Securities are

being acquired for the Investor’s own account and not with a view to, or for resale in connection with, any distribution thereof

in violation of the Securities Act or any applicable securities laws.

e. Independent Advice. The Investor has

obtained independent legal, tax, accounting and financial advice as it has deemed necessary and acknowledges that the Company has not

provided and is not in the position to provide any such advice.

f. Reliance. The Investor understands that

the Company and its counsel are relying upon the truth and accuracy of the foregoing representations in connection with the Company’s

compliance with the Securities Act and the regulations and rules, including applicable exemptions, promulgated under the Securities Act.

IN WITNESS WHEREOF, the undersigned has executed this Investor Representation

Letter as of the date first written above.

INVESTOR:

Name:

By:

Title:

Address:

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Apr. 29, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 29, 2026

Entity File Number

001-41479

Entity Registrant Name

REBORN COFFEE, INC.

Entity Central Index Key

0001707910

Entity Tax Identification Number

47-4752305

Entity Incorporation, State or Country Code

Entity Address, Address Line One

580 N. Berry Street

Entity Address, City or Town

Brea

Entity Address, State or Province

Entity Address, Postal Zip Code

92821

City Area Code

714

Local Phone Number

784-6369

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value

Trading Symbol

REBN

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration