DEF: Reborn Coffee Sets 2025 Annual Meeting Agenda

Reborn Coffee, Inc. announced its Annual Meeting of Stockholders for November 20, 2025, to elect directors, ratify its accounting firm, and address other corporate governance matters.

Summary

• The Annual Meeting of Stockholders will be held on November 20, 2025, at 10:00 AM Eastern at the offices of Pryor Cashman LLP in New York, NY.
• Key proposals include the election of seven (7) persons to the Board of Directors, ratification of BCRG Group as the independent registered public accounting firm for fiscal year 2025, and approval of meeting adjournment if necessary for proxy solicitation.
• The record date for stockholders entitled to vote at the Annual Meeting is October 2, 2025, with 5,967,107 shares of Common Stock outstanding.
• Reborn Coffee reported net losses of $4,805,000 in 2024, $4,725,000 in 2023, and $3,553,000 in 2022.
• Audit fees billed by BCRG Group were $86,000 in 2024 and $85,000 in 2023, with additional tax fees of $3,500 in 2024.
• In January 2024, Farooq M. Arjomand, Chairman of the Board, acquired 1,666,667 shares of Common Stock for approximately $1,000,000 through a securities subscription agreement.
• No equity awards were granted to Named Executive Officers (NEOs) in 2024 or 2023, and no outstanding equity awards were held by NEOs as of December 31, 2024.

Sentiment

Score: 3

Explanation: The filing is a routine proxy statement, but the disclosed financial performance shows consistent and increasing net losses, and negative shareholder returns. While corporate governance aspects appear compliant, the lack of committee meetings in 2024 and the ongoing losses are significant concerns.

Positives

• The Board of Directors recommends voting FOR all proposed items, including the election of directors and the ratification of the independent auditor.
• Five out of seven director nominees are determined to be independent under Nasdaq standards, promoting strong corporate governance.
• Farooq M. Arjomand, Chairman of the Board, qualifies as an audit committee financial expert, enhancing financial oversight.
• The company maintains separate roles for Chairman of the Board and Chief Executive Officer, which the Board believes is effective for risk management and accountability.
• Reporting Persons met all applicable Section 16(a) filing requirements for the year ended December 31, 2024.

Negatives

• The company reported increasing net losses over the past three fiscal years: $3,553,000 in 2022, $4,725,000 in 2023, and $4,805,000 in 2024.
• Total Shareholder Return (TSR) for an initial $100 investment was negative for 2022, 2023, and 2024, indicating a decline in shareholder value since listing on Nasdaq.
• No dividends were paid in 2024, 2023, or 2022.
• The Audit Committee and Compensation Committee held no meetings during the 2024 fiscal year, which could raise concerns about active oversight.
• No equity compensation (stock options) was paid to the Principal Executive Officer (PEO) or other NEOs in 2024 or 2023, and no outstanding equity awards were held by NEOs as of December 31, 2024.

Risks

• There is a risk of insufficient votes for proposals at the Annual Meeting, which may necessitate an adjournment for further proxy solicitation.
• Continued and increasing net losses pose a significant risk to the company's financial stability and long-term viability.
• Negative Total Shareholder Return indicates a risk of ongoing erosion of shareholder investment value.

Future Outlook

The company will hold its Annual Meeting on November 20, 2025, to elect directors and ratify its independent auditor for the fiscal year ending December 31, 2025. Future stockholder proposals for the 2026 Annual Meeting have specific submission deadlines, indicating ongoing corporate governance activities.

Management Comments

• "Our Board of Directors appreciates and encourages your participation in our Annual Meeting. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented."
• "Our Board of Directors believes it is in the best interests of the stockholders and the company for the Board of Directors to have the flexibility to select the best director to serve as chairman at any given time, regardless of whether that director is an independent director or the chief executive officer."
• "Our Board of Directors believes this division of responsibility [between Chairman and CEO] is an effective approach for addressing the risks we face and increasing management accountability and improving the ability of the board to monitor whether managements actions are in the best interests of the company and its stockholders."
• "Our Compensation Committee believes the PEOs base salary reflects the value of the executive position and attributes the PEO brings to the company, including tenure, experience, skill level and performance."

Industry Context

This filing is a standard proxy statement detailing corporate governance, director elections, and auditor ratification, which are routine for publicly traded companies. The financial losses reported are specific to Reborn Coffee and do not directly reflect broader industry trends within this document, though the coffee industry is competitive.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• No involvement of directors or executive officers in legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.

Related Party Transactions

• In January 2024, the company issued 1,666,667 shares of Common Stock to Farooq M. Arjomand, the Chairman of the Board, for approximately $1,000,000 in gross proceeds through a securities subscription agreement.

Stakeholder Impact

• **Shareholders**: Directly impacted by voting on director elections and auditor ratification. The negative financial performance and TSR indicate a negative impact on shareholder value. The related party capital raise could be viewed positively (funding) or negatively (dilution, terms).
• **Management/Employees**: Executive compensation details are provided, and the board structure impacts management oversight.
• **Auditors**: BCRG Group's appointment is up for ratification, impacting their ongoing relationship with the company.

Next Steps

• Hold the Annual Meeting of Stockholders on November 20, 2025, to vote on director elections, auditor ratification, and potential adjournment.
• Stockholders are urged to submit proxy votes by Internet, telephone, or mail before the Annual Meeting.
• The Board of Directors will consider stockholder recommendations for director nominees for future annual meetings.
• The Audit Committee will continue its oversight responsibilities regarding financial statements and the independent auditor.
• The Compensation Committee will review and approve executive compensation policies and programs.

Key Dates

Recommendation

This filing is a routine proxy statement, not a financial earnings report, so it doesn't inherently provide new information that would drastically alter a stock's valuation unless the proposals themselves were contentious or revealed significant undisclosed issues. However, the disclosed financial metrics show consistent and increasing net losses over the past three years and negative Total Shareholder Return, which are significant concerns. The related party capital raise provides some funding but also indicates a need for capital. Given the lack of new strategic or operational updates, and the ongoing financial challenges, a 'hold' recommendation is appropriate for existing investors to monitor future financial reports and strategic developments. New investors would need to conduct further due diligence beyond this proxy statement.

Keywords

Reborn Coffee, Proxy Statement, Annual Meeting, Board of Directors, Corporate Governance, Auditor Ratification, Financial Performance, Net Loss, Shareholder Vote, Executive Compensation, Related Party Transaction, Nasdaq