Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported, on February 6, 2025, Reborn Coffee, Inc. (the "Company"), entered into a Securities Purchase Agreement with the purchasers named therein (the "Arena Investors"), which was amended on March 28, 2025 and July 31, 2025 (as amended, the "Securities Purchase Agreement"). In connection with the Securities Purchase Agreement, the Company issued 10% Original Issue Discount Secured Convertible Debentures to the Arena Investors on February 10, 2025, February 26, 2025, March 28, 2025 and July 31, 2025 (as amended, restated or supplemented from time to time, the "Debentures"). In addition, as previously reported, on March 31, 2026, the Company and the Arena Investors entered into a Forbearance Agreement (the "Forbearance Agreement") whereby the Arena Investors agreed to waive and forbear from any exercise of their rights and remedies under the Securities Purchase Agreement, the Debentures and applicable law in connection with certain delays in payment and waive any defaults or events of default which may have existed and may have been ongoing under the Debentures as of March 31, 2026.

On April 15, 2026, the Company and the Arena Investors entered into an Amended and Restated Forbearance Agreement (the "A&R Forbearance Agreement"), which amended and restated the Forbearance Agreement in certain respects. Pursuant to the A&R Forbearance Agreement, the Company and the Arena Investors agreed to amend and restate the plan for repayment of the Debentures in its entirety, as follows: (i) the Company agreed to, on or before April 30, 2026, make payment of $400,000 to the Arena Investors and $25,000 to counsel for the Arena Investors for the Arena Investors' expenses incurred in connection with the A&R Forbearance Agreement; (ii) the Company agreed to, beginning on May 30, 2026, make payments of $400,000 to the Arena Investors on the 30^th day of each calendar month toward the outstanding amounts due under the Debentures; (iii) the Company agreed to pay to the Arena Investors all remaining amounts then outstanding under the Debentures on or before September 30, 2026 (subject to prior repayment or conversion); and (iv) the Company agreed to, within three business days following receipt of funds from any sale of the Company's securities, pay to the Arena Investors towards the amounts then outstanding under the Debentures the lesser of (x) 70% of the cash proceeds from such sale and (y) the amount outstanding under the Debentures.

In addition, pursuant to the A&R Forbearance Agreement, the Company agreed to use commercially reasonable efforts to file a registration statement no later than 20 business days following the filing of the Company's Annual Report on Form 10-K covering the shares underlying the common stock purchase warrants issued to the Arena Investors in connection with the Forbearance Agreement and other common stock purchase warrants issued to the Arena Investors on December 31, 2025.

The foregoing description of the A&R Forbearance Agreement is qualified in its entirety by reference to the full text of the A&R Forbearance Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein in its entirety by reference.