XML 30 R20.htm IDEA: XBRL DOCUMENT
v3.23.3

Subsequent Events | 9 Months Ended
--- | ---
Sep. 30, 2023
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS On October 26, 2023, Nasdaq sent a notification letter (the “Delisting Letter”) notifying the Company that it has scheduled the Company’s securities for delisting from The Nasdaq Capital Market. The Company’s securities will be suspended at the opening of business on November 6, 2023, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market. Nasdaq’s Delisting Letter cited the Company’s continued non-compliance with its minimum bid price and stockholders’ equity rules as the reason for delisting the Company’s stock. However, the Delisting Letter clarified that pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 series, the Company may appeal Nasdaq’s determination to a Hearings Panel (the “Panel”). A hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision. Upon paying the non-refundable $20,000 fee, the Company will have an opportunity to present a plan to regain compliance to the Panel. To that end, the Company has paid the $20,000 fee and has formally requested an oral hearing with Nasdaq. The hearing is scheduled for January 18, 2024. At the hearing the Company intends to present a compliance plan designed to bring its bid price and stockholders’ equity in compliance with the minimum amounts mandated by Nasdaq. However, there can be no assurance that Nasdaq will approve of its compliance plan, or otherwise reverse its determination that the Company’s securities ought to be delisted. Board Appointments On October 12, 2023, the Board increased its size from five members to six members. It also appointed Ms. Jennifer Tan to serve as the sixth member of the Board on the same day. Ms. Tan will serve on the Board until the Company’s next annual stockholder meeting or until her successor has been duly appointed and qualified or until her earlier death, resignation, retirement, disqualification, removal from office or other cause. She will not serve on any of the committees of the Board. Ms. Tan brings over 30 years’ experience to the Board and has served as an executive leader for several countries within and outside the United States. Ms. Tan will not be compensated for her service on the Board. There are no family relationships between Ms. Tan and any director or executive officer of the Company and she was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Ms. Tan has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K. Form S-3 Shelf Registration On October 18, 2023, the Company registered with the SEC a Form S-3 Shelf Registration Statement (the “Form S-3”) from which it intends to offer and sell, from time to time, an aggregate amount of $20,000,000 of any combination of common stock, preferred stock, debt securities, rights, warrants or units in one or more offerings. The Form S-3 was declared effective by the SEC on October 26, 2023 at 4:00 P.M. EST. Reverse Stock Split Proposal On November 6, 2023, Reborn Coffee, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The stockholders of the Company voted on the following proposal at the Special Meeting, which is more fully described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 23, 2023: To approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of our common stock, par value $0.0001 per share, at a ratio of up to one-for-twenty, such ratio to be determined in the discretion of the Company’s Board of Directors (the “Reverse Stock Split Proposal”). The stockholders approved of the Reverse Stock Split Proposal with a vote of 7,556,062 in favor, 92,310 against and 7,608 in abstention.

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration