Reborn Coffee, Inc.
For the period ended Sep 30, 2025. Filed Nov 19, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 19, 2025
REBN$1.21-4.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001213900-25-076729
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001213900-25-112680
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 58 previous paragraphs and 64 current paragraphs.
40 unchanged; 14 reworded; 10 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 19 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
License revenue relates to the fees earned from granting licenses to third parties to operate the Company’s branded locations. License revenue is recognized in accordance with the terms of the respective licensing agreements. The Company recognized $100,000 of licensing revenue for the nine months ended September 30, 2025. License revenue makes up approximately 2.0% of the Company’s total revenue for the nine months ended September 30, 2025.
Current report
Three and nine months ended September 30, 2025 compared to three and nine months ended September 30, 2024
Current report
Product, food and drink costs – stores, wholesale and online. Product, food and drink costs were approximately $647 thousand for the three-month period ended September 30, 2025 compared to $447 thousand for the comparable period in the prior year, representing an increase of approximately $200 thousand, or 44.7%.
Current report
Gross margin. Gross margin was approximately $709 thousand for the three-month period ended September 30, 2025, compared to $812 thousand for the comparable period in 2024, representing an decrease of approximately $103 thousand, or 12.7%. The decrease in gross margin for the period was primarily driven by increase of the product costs.
Current report
General and administrative expenses. General and administrative expenses were approximately $2.2 million for the three-month period ended September 30, 2025 compared to $1.3 million for the comparable period in 2024, representing an increase of approximately $0.8 million, or 66.0%. This increase in general and administrative expenses compared to the comparable period in the prior year was primarily due to legal and professional fees.
Current report
Other Income (Expenses). Other expenses were approximately $402 thousand for the three-month period ended September 30, 2025 compared to other income of approximately $6 thousand for the comparable period in 2024, representing an increase of expenses approximately $408 thousand, or 7,087.5%. This increase in other expenses compared to the comparable period in the prior year was primarily due to interest expense including amortization of debt discount.
Current report
*Revenues.*Revenues were approximately $4.9 million for the nine-month period ended September 30, 2025, compared to $4.1 million for the comparable period in 2024, representing an increase of approximately $735 thousand, or 17.7%. The increase in sales for the period was primarily driven by license income,
Current report
General and administrative expenses. General and administrative expenses were approximately $6.5 million for the nine-month period ended September 30, 2025 compared to $5.1 million for the comparable period in 2024, representing an increase of approximately $1.4 million, or 28.1%. This increase in general and administrative expenses compared to the comparable period in the prior year was primarily due to legal and professional fees.
Current report
Other Income (Expenses). Other expenses were approximately $1.8 million for the nine-month period ended September 30, 2025 compared to $100,000 for the comparable period in 2024, representing an increase of approximately $1.7 million, or 1,720.5%. This increase in other expenses compared to the comparable period in the prior year was primarily due to legal and professional expenses.
Current report
In addition, in October 2025 we sold 1,100,000 shares of common stock at $1.818 per share and in November 2025, we sold 2,500,000 shares of common stock at $2.00 per share. Once fully paid, we will have received an aggregate of $7,000,000 in gross proceeds for such sales.
Removed paragraphs (4)
Previous report
Franchise revenues consist of royalty fees and other franchise fees. Royalty fees are based on a percentage of a franchisee’s weekly gross sales revenue at 5%. The Company recognizes the fee as the underlying sales occur. The Company did not have any revenue from royalties or other fees for the three months ended June 30, 2025 and 2024.
Previous report
Six months ended June 30, 2025 compared to Six months ended June 30, 2024
Previous report
Three months ended June 30, 2025 compared to three months ended June 30, 2024
Previous report
Operating Costs. General and administrative expenses were approximately $4.3 million for the six-month period ended June 30, 2025 compared to $3.7 million for the comparable period in 2024, representing an increase of approximately $0.5 million which is primarily due to increase in payroll expenses. General and administrative expenses were approximately $2.5 million for the six-month period ended June 30, 2025 compared to $2.0 million for the comparable period in 2024, representing an increase of approximately $0.5 million which is primarily due to increase in payroll expenses. Professional fees were $ 1.4 million for the six months ended June 30, 2025 compared to $0.6 million for the comparable period in 2024. The increase was primarily due to increase in legal and accounting professional fees for various Form S-1 filings during the six months ended June 30, 2025. Stock compensation expense was $2.7 million for the six months and three months ended June 30, 2025 and none in the comparable periods. These stock compensation expenses were primarily for stocks issued for services including various debt and equity offerings.
Reworded paragraphs (14)
Previous wording
Currently, we have the following thirteen retail coffee locations:
Current wording
Currently, we have the following 12 retail coffee locations:
Previous wording
Retail store revenues are recognized when payment is tendered at the point of sale. Retail store revenues are reported net of sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities. Sales taxes that are payable are recorded as accrued as other current liabilities. Retail store revenue made up more than 95% of the Company’s total revenue for the three months ended June 30, 2025 and 2024.
Current wording
Retail store revenues are recognized when payment is tendered at the point of sale. Retail store revenues are reported net of sales, use or other transaction taxes that are collected from customers and remitted to taxing authorities. Sales taxes that are payable are recorded as accrued as other current liabilities. Retail store revenue makes up approximately 94.5% of the Company’s total revenue for the nine months ended September 30, 2025.
Previous wording
Wholesale and online revenues are recognized when the products are delivered, and title passes to the customers or to the wholesale distributors. When customers pick up products at the Company’s warehouse, or distributed to the wholesale distributors, the title passes, and revenue is recognized. Wholesale revenues made up less than 5% of the Company’s total revenue for the three months ended June 30, 2025 and 2024.
Current wording
Wholesale and online revenues are recognized when the products are delivered, and title passes to the customers or to the wholesale distributors. When customers pick up products at the Company’s warehouse, or distributed to the wholesale distributors, the title passes, and revenue is recognized. Wholesale revenues make up approximately 3.5% of the Company’s total revenue for the nine months ended September 30, 2025.
Previous wording
The following tables present selected comparative results of operations from our unaudited financial statements for the three and six months ended June 30, 2025 compared to three and six months ended June 30, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding.
Current wording
The following table presents selected comparative results of operations from our unaudited financial statements for the three and nine months ended September 30, 2025 compared to three and nine months ended September 30, 2024. Our financial results for these periods are not necessarily indicative of the financial results that we will achieve in future periods. Certain totals for the table below may not sum to 100% due to rounding.
Previous wording
*Revenues.*Revenues were approximately $3.5 million for the six-month period ended June 30, 2025, compared to $2.7 million for the comparable period in 2024, representing an increase of approximately $0.8 million, or 30.9%. Revenues were approximately $1.8 million for the three-month period ended June 30, 2025, compared to $1.2 million for the comparable period in 2024, representing an increase of approximately $0.6 million, or 51.5%. The increase in sales for the period was primarily driven by the continued focus on marketing efforts to grow brand recognition.
Current wording
*Revenues.*Revenues were approximately $1.4 million for the three-month period ended September 30, 2025, compared to $1.3 million for the comparable period in 2024, representing an increase of approximately $0.1 million, or 7.8%. The increase in sales for the period was primarily driven by the licensing revenue.
Previous wording
Product, food and drink costs. Product, food and drink costs were approximately $1.3 million for the six-month period ended June 30, 2025 compared to $0.8 million for the comparable period in the prior year, and were approximately $0.4 million for the three-month period ended June 30, 2025 compared to $0.4 million for the comparable period in the prior year
Current wording
Product, food and drink costs. Product, food and drink costs were approximately $2.0 million for the nine-month period ended September 30, 2025 compared to $1.2 million for the comparable period in the prior year, representing an increase of approximately $0.8 million, or 61.7%.
Previous wording
Gross margin. Gross margin was approximately $2.1 million for the six-month period ended June 30, 2025, compared to $1.9 million for the comparable period in 2024, representing an increase of approximately $0.3 million, or 14%. Gross margin was approximately $1.4 million for the three-month period ended June 30, 2025, compared to $0.8 million for the comparable period in 2024, representing an increase of approximately $0.6 million, or 75.6%. The increase in gross margin for the period was primarily driven by increased sales and cost control efforts.
Current wording
Gross margin. Gross margin was approximately $2.9 million for the nine-month period ended September 30, 2025, compared to $2.9 million for the comparable period in 2024, representing an decrease of approximately $25 thousand, or 0.9%. The decrease in gross margin for the period was primarily driven by increase of the product costs.
Previous wording
We have a history of operating losses and negative cash flow in operating activities. We have incurred recurring net losses, including net losses from operations before income taxes of approximately $7.5 million and $2.3 million for the six months ended June 30, 2025 and 2024, respectively. We used approximately $3.2 million and $2.9 million of cash for operating activities for the six months ended June 30, 2025 and 2024, respectively.
Current wording
We have a history of operating losses and negative cash flow in operating activities. We have incurred recurring net losses, including net losses from operations before income taxes of approximately $11.0 million and $3.0 million for the nine months ended September 30, 2025 and 2024, respectively. We used approximately $4.8 million and $3.3 million of cash for operating activities for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
On February 6, 2025, we entered into a securities purchase agreement between us and the purchasers named therein (the “Investors”) pursuant to which we issued a 10% original issue discount secured convertible debentures (“Debentures”) in a principal amount of up to $10,000,000, divided into up to four separate tranches that are each subject to certain closing conditions. The conversion price per share of each Debenture, subject to adjustment as provided therein, is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of our common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures). The Debentures accrue interest at a rate of 10% per annum paid in kind, unless there is an event of default in which case the Debentures will accrue interest at a default rate. Each Debenture shall mature at eighteen (18) months from the date of the first closing. Upon the consummation of the closing of each tranche, we will issued common stock purchase warrants (“Warrants”) to each Investor who participated in such closing. The Warrants will: (i) provide for the purchase by the applicable Investor of a number of shares of common stock equal to 20% of the total principal amount of the related Debenture purchased by the Investor on the applicable closing date divided by 92.5% of the lowest daily VWAP of common stock for the five consecutive trading day period ended on the last trading day immediately preceding such closing date and (ii) be exercisable at an exercise price equal to 92.5% of the average of the lowest daily VWAP of the common stock over the consecutive trading days immediately preceding the delivery of the applicable Notice of Exercise (as defined in the Warrants). As of June 30, 2025, we conducted three closings under the securities purchase agreement, pursuant to which we sold Debentures in the aggregate principal amount of $3,333,333 and 201,282 Warrants to the Investors. On July 31, 2025, we completed a fourth closing under the securities purchase agreement, pursuant to which we sold Debentures in the aggregate principal amount of $833,333 and 136,483 Warrants to the Investors.
Current wording
On February 6, 2025, we entered into a securities purchase agreement between us and the purchasers named therein (the “Investors”) pursuant to which we issued a 10% original issue discount secured convertible debentures (“Debentures”) in a principal amount of up to $10,000,000, divided into up to four separate tranches that are each subject to certain closing conditions. The conversion price per share of each Debenture, subject to adjustment as provided therein, is equal to 92.5% of the lowest daily VWAP (as defined in the Debentures) of our common stock during the five trading day period ending on the trading day immediately prior to delivery or deemed delivery of the applicable Conversion Notice (as defined in the Debentures). The Debentures accrue interest at a rate of 10% per annum paid in kind, unless there is an event of default in which case the Debentures will accrue interest at a default rate. Each Debenture shall mature at eighteen (18) months from the date of the first closing. Upon the consummation of the closing of each tranche, we will issued common stock purchase warrants (“Warrants”) to each Investor who participated in such closing. The Warrants will: (i) provide for the purchase by the applicable Investor of a number of shares of common stock equal to 20% of the total principal amount of the related Debenture purchased by the Investor on the applicable closing date divided by 92.5% of the lowest daily VWAP of common stock for the five consecutive trading day period ended on the last trading day immediately preceding such closing date and (ii) be exercisable at an exercise price equal to 92.5% of the average of the lowest daily VWAP of the common stock over the consecutive trading days immediately preceding the delivery of the applicable Notice of Exercise (as defined in the Warrants). As of September 30, 2025, we conducted four closings under the securities purchase agreement, pursuant to which we sold Debentures in the aggregate principal amount of $3,750,000 and 1,041,667 Warrants to the Investors.
Previous wording
Net cash used in operating activities during the six-month period ended June 30, 2025 was approximately $3.2 million, which resulted from net loss of $7.5 million, non-cash charges of $2.7 million for stock compensation, $0.7 million for debt discount expense, $0.2 million for settlement of debt, $0.2, million for derivative expense, and $0.1 million for depreciation and net cash inflows of approximately $17,000 from changes in operating assets and liabilities.
Current wording
Net cash used in operating activities during the nine-month period ended September 30, 2025 was approximately $4.8 million, which resulted from net loss of $11.0 million, non-cash charges of $4.0 million for stock compensation, and net cash outflows of approximately $4.8 million from changes in operating assets and liabilities.
Previous wording
Net cash provided by investing activities during the six months ended June 30, 2025 was $0.2 million and net cash used in investing activities during the six months ended June 30, 2024 was $0.6 million. These expenditures in each period are primarily related to purchases of property and equipment in connection with current and future location openings and maintaining our existing locations.
Current wording
Net cash provided by investing activities during the nine months ended September 30, 2025 and used in investing activities during the nine months ended September 30, 2024 was $189,501 and $641,059, respectively. These expenditures in each period are primarily related to purchases of property and equipment in connection with current and future location openings and maintaining our existing locations.
Previous wording
Cash Flows Provide by (Used in) Financing Activities
Current wording
Cash Flows Provide by Financing Activities
Previous wording
Net cash provided by financing activities during the six-month period ended June 30, 2025 was $2.9 million, mostly derived from the proceeds from loan payables of $2.8 million.
Current wording
Net cash provided by financing activities during the nine-month period ended September 30, 2025 was $4.5 million, mostly derived from the proceeds from loan payables of $4.2 million, which was offset by the debt amortization of $2.9 million.
Previous wording
As of June 30, 2025, we had total assets of approximately $6.4 million. Our cash balance as of June 30, 2025 was approximately $78,000.
Current wording
As of September 30, 2025, we had total assets of approximately $6.2 million. Our cash balance as of September 30, 2025 was $44,045.