Reborn Coffee, Inc announced it has completed a private placement and issued a convertible promissory note in the original principal amount of $800,000 for a gross proceeds $720,000 and related warrant to purchase 175,000 shares of the Company?s common stock, par value per share $0.0001, bringing gross proceeds to $720,000 on May 20, 2024. The transaction includes participation from EF HUTTON YA FUND, LP a fund managed by Yorkville Advisors Global, LLC. The Promissory Note shall accrue an interest at an annual rate of 0%; however, the interest rate will increase to an annual rate of 18% upon the occurrence of an event of default and will mature on May 20, 2025.

The Warrant is exercisable by the Holder at any time after issuance until the date that is 60 months after the issuance date. The Warrant is exercisable into Warrant Shares at an exercise price of $2.29 per share, subject to adjustment as described in the Warrant. If a registration statement covering the resale of the Warrant Shares is not available by August 15, 2024, then the Holder may exercise the Warrant in whole or in part on a cashless basis.

The Company has issued the Promissory Note Warrant pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the ?Securities Act?), available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder and intends to issue any shares of Common Stock issuable upon conversion of the Promissory Note and the Warrant Shares pursuant to the same exemption.