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Form 8-K

sec.gov

8-K — Reborn Coffee, Inc.

Accession: 0001213900-26-111434

Filed: 2026-10-22

Period: 2026-10-11

CIK: 0001707910

SIC: 5812 (RETAIL-EATING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0308554-8k_reborn.htm (Primary)

EX-10.1 — MASTER PRODUCT SUPPLY AGREEMENT BETWEEN REBORN COFFEE, INC. AND VISVITA CORPORATION, DATED OCTOBER 11, 2026 (ea030855401ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED OCTOBER 21, 2026 (ea030855401ex99-1.htm)

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8-K — CURRENT REPORT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

October 11, 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. ☐

Explanatory Note

This Current Report on Form 8-K is being filed

late because, following the execution of the Master Product Supply Agreement (the “Agreement”) between Reborn Coffee, Inc.

(the “Company”) and Visvita Corporation (“Visvita”), the parties entered into further negotiations that could

have resulted in the rescission of the existing agreement and the execution of a new agreement incorporating revised terms. The parties

decided to proceed with the existing Agreement without rescission or replacement. Accordingly, the Company is filing this Current Report

on Form 8-K to disclose the existing Agreement.

1

Item 1.01 Entry into a Material Definitive Agreement.

On October 11, 2026, the Company entered into the Agreement with Visvita,

which established the general terms under which the Company will sell to Visvita, and Visvita will purchase from the Company, aloe vera

beverages and any other beverage products specified by both parties (“Products”) in Purchase Orders (“POs”). The

specific details regarding Products, quantities, pricing, delivery dates, payment terms, and other transaction-specific terms shall be

set forth in POs approved by the Company. A PO becomes binding only upon written acceptance and confirmation by the Company.

Payment terms and due dates for each PO will be

mutually agreed upon in writing by the Company and Visvita on a per-PO basis, set within 60 to 120 days from the date the order is placed

with the manufacturer in Korea. Product supply prices specified in each PO will be determined by the Company exercising its sole and independent

pricing discretion, reflecting an applicable profit margin for each PO. Visvita agreed to pay the unit prices and total amounts determined

and approved by the Company.

Pursuant to the Agreement, the Company will supply

Products to Visvita on a non-exclusive basis in accordance with approved POs. The Agreement does not restrict Visvita from purchasing,

importing, or selling products from other sources, nor restrict the territory in which Visvita may sell Products.

During the first contract year, both parties agreed

to try to achieve a business volume minimum of $30,000,000 worth of products, raw materials, and finished goods from the Company.

The Company and Visvita agreed to adopt CIF (Cost,

Insurance, and Freight) terms to expressly provide that ownership and responsibility for the products transfer to the Company upon shipment.

For each PO, and before shipment to the Company, the parties agreed to discuss and mutually agree on the product price and all costs associated

with CIF to the destination. The Company will bear such agreed freight and insurance costs, and title and risk of loss shall pass to the

Company upon delivery to the carrier at the Port of Busan, South Korea. The Company will oversee transport from the Port of Busan to the

designated U.S. warehouse. Visvita shall be solely responsible for FDA and other regulatory compliance in connection with manufacturing,

U.S. importation, and customs clearance.

The Agreement remains in effect for two years

from October 11, 2026, and automatically renews for successive one year terms unless either party provides written notice of non-renewal

at least 60 days prior to expiration of the initial two-year period.

Michael Aminpour, the President of Visvita, also

serves as the Company’s Head of Global Sales Advisory.

The foregoing description of the Master Product

Supply 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.

2

Item 7.01 Regulation FD Disclosure.

On October 21, 2026, the Company published a press release announcing

the Master Product Supply Agreement (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 and is

incorporated herein by reference.

The information under this Item 7.01, including

Exhibits 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,

(the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by

reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly

set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No

Exhibit

10.1

Master Product Supply Agreement between Reborn Coffee, Inc. and Visvita Corporation, dated October 11, 2026

99.1

Press Release dated October 21, 2026

104

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

3

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 21, 2026

REBORN COFFEE, INC.

By:

/s/ Jung Jae Lim

Name:

Jung Jae Lim

Title:

Chief Executive Officer

4

EX-10.1 — MASTER PRODUCT SUPPLY AGREEMENT BETWEEN REBORN COFFEE, INC. AND VISVITA CORPORATION, DATED OCTOBER 11, 2026

EX-10.1

Filename: ea030855401ex10-1.htm · Sequence: 2

Exhibit 10.1

MASTER PRODUCT SUPPLY AGREEMENT

REBORN COFFEE,

INC. & VISVITA CORPORATION

This Master Product Supply Agreement (the “Agreement”)

is entered into as of October 11, 2026 (the “Effective Date”), by and between Reborn Coffee, Inc., a Delaware corporation

having its principal place of business at 580 N. Berry St., Brea, CA (“Supplier”), and VISVITA Corporation, a California

corporation located at 628 N. Gilbert St., Fullerton, CA (“Purchaser”). Supplier and Purchaser may be referred to individually

as a “Party” and collectively as the “Parties.”

Supplier is a company listed on the Nasdaq

Capital Market. This statement is included for general corporate background purposes only and does not expand Supplier’s obligations under

this Agreement.

SECTION 1: PURPOSE AND SCOPE

1.1 Scope: This Agreement establishes the

general terms under which Supplier sells Products to Purchaser, and Purchaser purchases Products from Supplier, from time to time. Specific

details regarding Products, quantities, pricing, delivery dates, payment terms, and other transaction-specific terms shall be set forth

in individual Purchase Orders (“POs”) approved by Supplier.

SECTION 2: APPOINTMENT

2.1 Non-Exclusive Supply: During the term

of this Agreement, Supplier shall supply Products to Purchaser on a non-exclusive basis in accordance with approved POs. Nothing herein

shall restrict Purchaser from purchasing, importing, or selling products from other sources, nor restrict the territory in which Purchaser

may sell Products.

SECTION 3: PRODUCTS

3.1 Products: “Products” shall

mean Aloe Vera beverages and any other beverage products specified by both Parties in approved POs. Products not explicitly described

in an approved PO are excluded from the scope of this Agreement.

SECTION 4: PURCHASE ORDERS AND

PAYMENT TERMS

4.1 Submission: Purchaser may submit POs

to Supplier via email or through other methods mutually agreed upon in writing by the Parties.

4.2 Required Terms & Payment Due Date:

Each PO shall specify the Products, specifications, quantities, unit prices, total amounts, requested delivery dates, delivery locations,

payment terms, packaging requirements, agreed shipping terms, and Incoterms 2020 rules. Payment terms and due dates for each PO shall

be mutually agreed upon in writing by the Parties on a per-PO basis, set within 60 to 120 days from the date the order is placed with

the manufacturer in Korea.

4.3 Acceptance: A PO shall become binding

only upon written acceptance and confirmation by Supplier.

SECTION 5: PRICING DISCRETION,

MARGIN, AND MINIMUM COMMITMENT

5.1 Pricing Discretion & Profit Margin:

Product supply prices specified in each PO shall be determined by Supplier (Reborn Coffee) exercising its sole and independent pricing

discretion, reflecting an applicable profit margin for each individual PO. Purchaser agrees to pay the unit prices and total amounts determined

and approved by Supplier.

5.2 Annual Minimum Purchase Commitment: During

the first contract year, both parties should try to achieve a business volume minimum of Thirty Million US Dollars (US $30,000,000.00)

worth products, raw materials, and finished goods from Supplier (“Minimum Purchase Commitment”). Both Parties confirm that this

Master Product Supply Agreement — Reborn Coffee & Visvita Page 1 of 3

SECTION 6: TRADE TERMS; TITLE

AND RISK OF LOSS

6.1 Delivery

Terms ; Title and Risk of Loss: Trade terms shall be CIF (Cost, Insurance and Freight). The Parties adopt CIF terms as a necessary

measure to clearly establish that ownership of, and responsibility for, the products transfers to Reborn upon shipment, rather than leaving

such ownership and responsibility ambiguous. For each Purchase Order, before ships the products to Reborn, the Parties shall discuss and

mutually agree in advance on the product price and all costs associated with CIF (including ocean/air freight and insurance) to the destination.

Reborn shall bear such agreed freight and insurance costs, and title and risk of loss shall pass to Reborn upon delivery to the carrier

at the Port of Busan, South Korea; Reborn shall oversee transport from there to the designated U.S. warehouse. CIF terms and pricing needs

to be agreed and consulted with Visvita prior to engaging in payment.

Visvita shall be solely responsible for FDA and

other regulatory compliance in connection with manufacturing, U.S. importation, and customs clearance.

SECTION 7: INSPECTION AND WARRANTY CLAIMS

7.1 Inspection & Notice: Purchaser

shall inspect Products immediately upon arrival and notify Supplier in writing of any shortage, damage, defect, or non-conformity within

thirty (30) days after delivery, specifying the relevant PO number and nature of the defect.

SECTION 8: TERM AND TERMINATION

8.1 Term & Renewal: This Agreement

shall commence on the Effective Date and remain in effect for an initial period of two (2) years. Unless either Party provides written

notice of non-renewal at least sixty (60) days prior to the expiration of the initial two-year period, this Agreement shall automatically

renew for successive one (1) year periods.

SECTION 9: GENERAL PROVISIONS

9.1 Entire Agreement: This Agreement and

approved POs constitute the entire agreement between the Parties regarding the purchase and sale of Products and supersede all prior oral

or written agreements.

9.2 Governing Law: This Agreement shall

be governed by and construed in accordance with the laws of the State of California.

Master Product Supply Agreement — Reborn Coffee & Visvita Page 2 of 3

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS MASTER

PRODUCT SUPPLY AGREEMENT AS OF THE EFFECTIVE DATE WRITTEN ABOVE.

SUPPLIER: REBORN COFFEE, INC.

PURCHASER: VISVITA CORPORATION

/s/ Jung Jae Lim

/s/ Michael Aminpour

By (Signature)

By (Signature)

Name:

Jung Jae Lim

Name:

Michael Aminpour

Title:

Chief Executive Officer

Title:

President

Date:

10/10/2026

Date:

10/8/2026

/s/ Dr. Daniel Aminpour

By (Signature)

Name:

Dr. Daniel Aminpour

Title:

Chief Executive Officer

Date:

10/8/2026

Master Product Supply Agreement — Reborn Coffee & Visvita Page 3 of 3

EX-99.1 — PRESS RELEASE DATED OCTOBER 21, 2026

EX-99.1

Filename: ea030855401ex99-1.htm · Sequence: 3

Exhibit 99.1

Reborn Coffee

Signs Master Product Supply Agreement with Visvita Corporation

Targeting $30 Million in First-Year

Supply Volume with Initial $2 million Purchase Order Already Secured

BREA, Calif., October 21, 2026 —

Reborn Coffee, Inc. (Nasdaq: REBN) (the “Company” or “Reborn Coffee”), a leading innovator in specialty coffee,

today announced that it has entered into a Master Product Supply Agreement (the “Agreement”) with Visvita Corporation (“Visvita”),

a California-based beverage distribution company, under which Reborn Coffee will supply products to Visvita. Products covered by the Agreement

are limited to aloe vera beverages and other beverage products the parties specify in approved purchase orders. The parties have agreed

to work toward a minimum business volume of $30 million in products, raw materials and finished goods during the first contract year.

Reborn Coffee will supply products to

Visvita on a non-exclusive basis, and individual purchase orders become binding only upon the Company’s written acceptance and confirmation.

Upon signing the Agreement, the parties entered into an initial $2 million purchase order.

Reborn Coffee to be responsible for overseeing

transport from South Korea to U.S warehouse

For the volume that Reborn Coffee supplies

to Visvita, the Company will be responsible for logistics planning, including overseeing transport from the port in South Korea to the

designated U.S warehouse. The Company plans to complete such shipments through Reborn Logistics, its ocean and inland freight subsidiary.

Visvita remains solely responsible for FDA and other regulatory compliance in connection with manufacturing, U.S. importation and customs

clearance.

“This agreement converts a framework

into contracted volume and puts the freight economics in our hands,” said Jung Jae Lim, Chief Executive Officer of Reborn Coffee.

“We set the supply price and the margin on every order, and plan to move the freight through Reborn Logistics instead of outside

providers. That combination is what we believe turns a $30 million volume target into margin rather than revenue alone.”

“As Head of Global Sales Advisory

for Reborn Coffee, I plan to mobilize our distribution network to establish Reborn’s signature matcha latte, milk coffee and other

key products in the market,” said Michael Aminpour, President of Visvita Corporation and Head of Global Sales Advisory for Reborn

Coffee. “We will dedicate our full efforts to the complete fulfillment of the $30 million annual minimum purchase target.

About Reborn Coffee

Reborn Coffee, Inc. (NASDAQ: REBN) is

a California-based specialty coffee retailer dedicated to delivering high-quality, artisanal coffee experiences. Committed to global expansion

and innovation, Reborn is redefining the coffeehouse model through its premium offerings and technology-driven initiatives.

About Visvita

Visvita Corporation is a California-based

beverage and distribution company with supplier relationships and retail distribution access across the Americas. Information regarding

Visvita in this release has been provided by Visvita.

Forward-Looking Statements

This

press release contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,

as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “plan,”

“intend,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking

statements. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties,

many of which are difficult to predict and beyond our control. Actual results could differ materially from those contemplated by

the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange

Commission (the “SEC”), including the risks and uncertainties described in more detail in our filings with the SEC, including

our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent reports filed with the SEC.

The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except

as required by applicable law or regulation.

Contacts

Investor Relations Contact:

Chris Tyson

Executive Vice President

MZ North America

REBN@mzgroup.us

949-491-8235

Company Contact:

Reborn Coffee, Inc.

ir@reborncoffee.com

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