Material Agreement Form 8 K

On January 6, 2025, Reborn Coffee, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an accredited investor (the "Investor"), pursuant to which the Company issued and sold to the Investor a promissory note (the "Note") in the original principal amount of $121,900. The Investor paid a purchase price of $106,000 to the Company for the Note.

The Note incurred a one-time interest charge of 14%, applied on the date of issuance to the principal amount; provided, however, that the Note will also bear interest at a rate of 22% per annum if any amount thereunder is not paid when due. Beginning on July 15, 2025, the Company is required to make a payment of $69,483 on the Note, and continuing on the same day of each successive calendar month thereafter, the Company is required to make installment payments on the Note of $17,370.75 until it is fully repaid or the Investor has converted the outstanding balance into shares of the Company's common stock, par value $0.0001 (the "Common Stock"). At any time after the occurrence of an event of default, subject to certain ownership limitations, the Investor may convert any portion of the outstanding and unpaid principal, interest, or other amounts outstanding under the Note into Common Stock at a price equal to 75% of the lowest trading price of the Common Stock on Nasdaq during the ten trading days prior to the conversion.

Each of the Purchase Agreement and the Note contains customary representations and warranties for the benefit of the Investor.

The foregoing description of the Purchase Agreement and the Note does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of each such agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.