8-K: Reborn Coffee Faces Nasdaq Delisting, Plans Appeal

Reborn Coffee, Inc. received a delisting notification from Nasdaq due to non-compliance with the $2.5 million stockholders' equity rule and plans to appeal the decision.

Summary

• Reborn Coffee, Inc. (REBN) received a notification on December 2, 2025, from Nasdaq Listing Qualifications Staff regarding the delisting of its securities from The Nasdaq Capital Market.
• The delisting is scheduled for suspension at the opening of business on December 11, 2025.
• The company failed to comply with Nasdaq Listing Rule 5550(b)(1), which requires maintaining stockholders' equity of at least $2,500,000.
• An initial warning was issued on May 29, 2025, providing 180 calendar days to regain compliance, with a deadline of November 25, 2025.
• The company intends to request a hearing with a Nasdaq Hearings Panel, which requires a non-refundable $20,000 fee and would stay the suspension pending the Panel's decision.
• There is no assurance that Nasdaq will approve the company's compliance plan or reverse the delisting determination.

Sentiment

Score: 2

Explanation: The filing indicates a severe negative event (delisting) due to a fundamental financial non-compliance, with significant uncertainty regarding the appeal process. This is a major blow to investor confidence and liquidity.

Positives

• The company intends to request a hearing, which could temporarily stay the delisting and provide an opportunity to present a compliance plan.

Negatives

• Received a formal delisting notification from Nasdaq.
• Failed to meet Nasdaq Listing Rule 5550(b)(1) requiring $2,500,000 in stockholders' equity.
• Securities are scheduled for suspension on December 11, 2025.
• Incurring a non-refundable $20,000 fee to request a hearing.
• No assurance that Nasdaq will approve the compliance plan or reverse the delisting.

Risks

• No assurance that the company will meet the requirements of the Equity Rule during any compliance period or in the future.
• No assurance that the company will otherwise meet Nasdaq compliance standards.
• No assurance that Nasdaq will grant the company any relief from delisting.
• Uncertainty whether the company can agree to or ultimately meet applicable Nasdaq requirements for any such relief.
• The inherent risks and uncertainties associated with forward-looking statements, as actual results may differ materially.
• Other important factors described under the caption Risk Factors in the company's Annual Report on Form 10-K for the year ended December 31, 2024, and its other SEC filings.

Future Outlook

The company intends to request a hearing with the Nasdaq Hearings Panel to present a plan to regain compliance with the Equity Rule. However, there is no guarantee that Nasdaq will approve this plan or reverse the delisting determination.

Management Comments

• The Company intends to request a hearing.

Industry Context

NA

Stakeholder Impact

• Shareholders: Significant negative impact due to potential delisting, loss of liquidity, and uncertainty regarding the stock's future trading venue and value.
• Investors: Increased risk and uncertainty, potential for significant capital loss.
• Company Management: Faces pressure to develop and execute a successful compliance plan.

Next Steps

• The company will request a hearing with the Nasdaq Hearings Panel.
• The company will pay a non-refundable $20,000 fee for the hearing request.
• The company will have an opportunity to present a plan to regain compliance to the Panel.
• Nasdaq will file a Form 25-NSE with the SEC to remove the company's securities from listing and registration if the appeal is unsuccessful or not pursued.

Key Dates

Recommendation

The delisting notification from Nasdaq, stemming from a failure to meet the minimum stockholders' equity requirement, represents a severe blow to the company's public market standing and investor confidence. While an appeal is planned, there is no assurance of success, and the impending suspension of trading on Nasdaq on December 11, 2025, signals a significant loss of liquidity and market visibility. This fundamental non-compliance issue, coupled with the uncertainty of regaining compliance, makes the stock a strong sell due to high risk and potential for further value erosion.

Keywords

Reborn Coffee, REBN, Nasdaq, Delisting, Stockholders' Equity, Compliance, 8-K, SEC Filing, Capital Market, Listing Rule 5550(b)(1)