What changed in this filing

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Item 1A. Risk Factors

2026-04-22 compared with 2025-03-31 · 403 added, 406 removed, 1252 unchanged (39% of the section changed)

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public accounting firm includes a going concern uncertainty explanatory paragraph.

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

$4.8 million and $4.7 million for the years ended December 31, 2024 and 2023, respectively, and we had an accumulated deficit of $21.6

million at December 31, 2024.

These factors raise substantial doubt as to our ability to continue as a going concern, and our independent

registered public accounting firm has included a going concern uncertainty explanatory paragraph in their report for 2024.

Our cash needs

will depend on numerous factors, including our revenues, completion of our product development activities, customer and market acceptance

of our product, and our ability to reduce and control costs.

We expect to devote substantial capital resources to, among other things,

fund operations and continue development plans.

To support our existing and planned business model, the Company needs to raise additional

capital to fund our future operations.

The Company has not experienced any difficulty in raising funds through loans, and has not experienced

any liquidity problems in settling payables in the normal course of business and repaying loans when they fall due.

Successful renewal

of our loans, however, is subject to numerous risks and uncertainties.

In addition, the increasingly competitive industry conditions under

which we operate may negatively impacted our results of operations and cash flows.

Additional financing is anticipated to fund the Company’s

operations in near future.

We have a history of operating losses and negative cash flow in operating

We have incurred recurring net losses, including net losses from operations before income taxes of $8.9 million and $4.8 million

for the years ended December 31, 2025 and 2024, respectively, and we had an accumulated deficit of $30.7 million at December 31, 2025.

These factors raise substantial doubt as to our ability to continue as a going concern, and our independent registered public accounting

firm has included a going concern uncertainty explanatory paragraph in their report for 2025.

We expect to devote substantial capital

resources to, among other things, fund operations and continue development plans.

To support our existing and planned business model,

the Company executed following three points to mitigate the risk:

1) Debt Restructuring:

Subsequent to December 31, 2025, in March 2026

and as amended and restated in April 2026, the Company entered into a Forbearance Agreement and subsequently an Amended and Restated Forbearance

Agreement with its convertible debenture holders (Arena Investors), establishing a structured repayment plan through September 30, 2026

and thereby alleviating immediate default risk.

Equity Financing:

In October 2025, the Company entered into a Securities Subscription

Agreement for aggregate proceeds of $6,500,000 to be funded in multiple tranches to support near-term operations.

2) ELOC Facility:

Company has entered into an Equity Line of Credit Agreement (“ELOC Agreement”) providing flexible access to equity capital on

an as-needed basis to fund operations and working capital requirements.

3) Additional Capital Raising:

The Company is actively pursuing

additional equity and/or debt financing to fund near-term operations and growth.

While the Company has historically been able to raise

funds and has not experienced difficulty in settling payables or repaying loans when due, successful completion of future financing is

subject to numerous risks and uncertainties and cannot be assured.

The Company has not experienced any difficulty in raising funds through

loans and has not experienced any liquidity problems in settling payables in the normal course of business and repaying loans when they

Successful renewal of our loans, however, is subject to numerous risks and uncertainties.

In addition, the increasingly competitive

industry conditions under which we operate may negatively impacted our results of operations and cash flows.

Additional financing is anticipated

to fund the Company’s operations in near future.

Evolving consumer preferences and tastes

may adversely affect our business.

Reborn Coffee’s continued success depends

on our ability to attract and retain customers.

Our financial results could be adversely affected by a shift in consumer spending away

from Reborn Coffee’s beverages, lack of customer acceptance of new products (including due to price increases necessary to cover

the costs of new beverages or higher input costs), brand perception (such as the existence or expansion of our competitors), or customers

reducing their demand for our current offerings as new beverages are introduced.

In addition, most of our beverages contain caffeine,

the health effects of which are the subject of public and regulatory scrutiny, including the suggestion of linkages to a variety of adverse

health effects.

There is increasing consumer awareness of health risks that are attributed to ingredients we use, particularly in the

United States, including increased blood pressure and heart rate, anxiety and insomnia, as well as increased consumer litigation based

on alleged adverse health impacts of consumption of various food and beverage products.

A decrease in customer traffic as a result of

these health concerns or negative publicity could significantly reduce the demand for Reborn Coffee’s specialty coffee and could

harm our business.

Our continued success depends on our ability to

attract and retain customers.

Our financial results could be adversely affected by a shift in consumer spending away from our beverages,

lack of customer acceptance of new products (including due to price increases necessary to cover the costs of new beverages or higher

input costs), brand perception (such as the existence or expansion of our competitors), or customers reducing their demand for our current

offerings as new beverages are introduced.

In addition, most of our beverages contain caffeine, the health effects of which are the subject

of public and regulatory scrutiny, including the suggestion of linkages to a variety of adverse health effects.

There is increasing consumer

awareness of health risks that are attributed to ingredients we use, particularly in the United States, including increased blood pressure

and heart rate, anxiety and insomnia, as well as increased consumer litigation based on alleged adverse health impacts of consumption

of various food and beverage products.

A decrease in customer traffic as a result of these health concerns or negative publicity could

significantly reduce the demand for our specialty coffee and could harm our business.

Our financial condition and annual results

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limitation, those listed elsewhere in this Risk Factors section and those listed below.

Any one or more of the factors listed below or

described elsewhere in this section could harm our business:

increases in real estate or labor costs in certain markets;

consumer preferences, including those described above;

severe weather or other natural or man-made disasters affecting a large market or several closely located markets that may temporarily but significantly affect our business in such markets;

especially in our large markets, labor discord or disruption, geopolitical events, social unrest, war, terrorism, political instability, acts of public violence, boycotts, hostilities and social unrest and other health pandemics that lead to avoidance of public places or cause people to stay at home;

adverse outcomes of litigation.

Any one or more of the factors listed below

or described elsewhere in this section could harm our business:

in real estate or labor costs in certain markets;

preferences, including those described above;

weather or other natural or man-made disasters affecting a large market or several closely located markets that may temporarily but significantly

affect our business in such markets;

in our large markets, labor discord or disruption, geopolitical events, social unrest, war, terrorism, political instability, acts of

public violence, boycotts, hostilities and social unrest and other health pandemics that lead to avoidance of public places or cause

people to stay at home;

outcomes of litigation.

Our marketing programs may not be successful,

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Additionally, if our competitors begin to evolve

their business strategies and adopt aspects of the Reborn Coffee business model, our customers may be drawn to those competitors for their

beverage needs and our business could be harmed.

their business strategies and adopt aspects of our business model, our customers may be drawn to those competitors for their beverage

needs and our business could be harmed.

Our growth strategy depends in part on opening

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affect our growth.

As of December 31, 2024, Reborn had 12 company-owned

One of the key means to achieving our growth strategy will be through opening new locations and operating those locations on

a profitable basis.

In 2025, we expect to open up to 20 franchise locations.

As of December 31, 2025, we had ten Company-owned locations.

the key means to achieving our growth strategy will be through opening new locations and operating those locations on a profitable basis.

In 2026, we expect to open up to ten franchise locations.

Our ability to open new locations is dependent

upon a number of factors, many of which are beyond our control, including our and our future franchise partners’ ability to:

identify available and suitable sites;

compete for such sites;

reach acceptable agreements regarding the lease of locations;

obtain or have available the financing required to acquire and operate a location, including construction and opening costs, which includes access to build-to-suit leases and ground lease construction or renovation arrangements;

respond to unforeseen engineering or environmental problems with leased premises;

avoid the impact of inclement weather, natural disasters and other calamities;

hire, train and retain the skilled management and other employees necessary to meet staffing needs;

obtain, in a timely manner and for an acceptable cost, required licenses, permits and regulatory approvals and respond effectively to any changes in local, state or federal law and regulations that adversely affect our and our future franchise partners’ costs or ability to open new locations;

control construction and equipment cost increases for new locations and secure the services of qualified contractors and subcontractors in an increasingly competitive environment.

available and suitable sites;

for such sites;

acceptable agreements regarding the lease of locations;

or have available the financing required to acquire and operate a location, including construction and opening costs, which includes

access to build-to-suit leases and ground lease construction or renovation arrangements;

to unforeseen engineering or environmental problems with leased premises;

the impact of inclement weather, natural disasters and other calamities;

train and retain the skilled management and other employees necessary to meet staffing needs;

in a timely manner and for an acceptable cost, required licenses, permits and regulatory approvals and respond effectively to any changes

in local, state or federal law and regulations that adversely affect our and our future franchise partners’ costs or ability to

open new locations;

construction and equipment cost increases for new locations and secure the services of qualified contractors and subcontractors in an

increasingly competitive environment.

There is no guarantee that a sufficient number

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condition or results of operations.

Some of Reborn Coffee’s retail locations

open with an initial start-up period of higher than normal sales volumes and related costs, which subsequently decrease to stabilized

In new markets, the length of time before average sales for new locations stabilize is less predictable and can be longer as a

result of our limited knowledge of these markets and consumers’ limited awareness of our brand.

Our ability to operate new locations

profitably and increase average location revenue and comparable location sales will depend on many factors, some of which are beyond our

control, including:

consumer awareness and understanding of the Reborn brand;

general economic conditions, which can affect location traffic, local labor costs and prices we pay for the beverage and other supplies we use;

consumption patterns and beverage preferences that differ from region to region;

changes in consumer preferences and discretionary spending;

difficulties obtaining or maintaining adequate relationships with distributors or suppliers in new markets;

increases in prices for commodities, including coffee, and milk;

inefficiency in our labor costs as the staff gains experience;

competition, either from our competitors in the beverage industry or our own locations;

temporary and permanent site characteristics of new locations;

changes in government regulation;

other unanticipated increases in costs, any of which could give rise to delays or cost overruns.

Some of our retail locations open with an initial

start-up period of higher than normal sales volumes and related costs, which subsequently decrease to stabilized levels.

In new markets,

the length of time before average sales for new locations stabilize is less predictable and can be longer as a result of our limited knowledge

of these markets and consumers’ limited awareness of our brand.

Our ability to operate new locations profitably and increase average

location revenue and comparable location sales will depend on many factors, some of which are beyond our control, including:

awareness and understanding of our brand;

economic conditions, which can affect location traffic, local labor costs and prices we pay for the beverage and other supplies we use;

● consumption

patterns and beverage preferences that differ from region to region;

in consumer preferences and discretionary spending;

● difficulties

obtaining or maintaining adequate relationships with distributors or suppliers in new markets;

in prices for commodities, including coffee, and milk;

● inefficiency

in our labor costs as the staff gains experience;

● competition,

either from our competitors in the beverage industry or our own locations;

and permanent site characteristics of new locations;

in government regulation;

unanticipated increases in costs, any of which could give rise to delays or cost overruns.

If our new locations do not perform as planned

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may not meet these targets or may take longer than anticipated to do so.

Any new Reborn Coffee location we open may not be profitable

or achieve operating results similar to those of our existing locations, which could adversely affect our business, financial condition

or results of operations.

Any new location we open may not be profitable or achieve operating

results similar to those of our existing locations, which could adversely affect our business, financial condition or results of operations.

Our failure to manage our growth effectively

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If we experience a decline in financial performance, we may decrease the

number of or discontinue new Reborn Coffee location openings, or we may decide to close locations that we are unable to operate in a profitable

number of or discontinue new location openings, or we may decide to close locations that we are unable to operate in a profitable manner.

We are required to manage multiple relationships

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publicity could negatively impact our business, financial condition and results of operations.

Our reputation and the quality of our Reborn Coffee

brand are critical to our business and success in existing markets and will be critical to our success as we enter new markets.

that we have built our reputation on the high quality of our coffee and service, our commitment to our customers and our strong employee

culture, and we must protect and grow the value of our brand in order for us to continue to be successful.

Any incident that erodes consumer

loyalty for our brand could significantly reduce its value and damage our business.

Our reputation and the quality of our brand are

critical to our business and success in existing markets and will be critical to our success as we enter new markets.

We believe that

we have built our reputation on the high quality of our coffee and service, our commitment to our customers and our strong employee culture,

and we must protect and grow the value of our brand in order for us to continue to be successful.

Any incident that erodes consumer loyalty

for our brand could significantly reduce its value and damage our business.

We may, from time to time, be faced with negative

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may present increased risks, which could affect our profitability.

We plan to open additional company-operated Reborn

Coffee locations in domestic markets where we have little or no operating experience.

The target consumer base of our locations varies

by location, depending on a number of factors, including population density, other local coffee and convenience beverage distributors,

area demographics and geography.

Locations we open in new markets may take longer to reach expected sales and profit levels on a consistent

New markets may have competitive or regulatory conditions, consumer tastes and discretionary spending patterns that are more difficult

to predict or satisfy than our existing markets.

We may need to make greater investments than we originally planned in advertising and

promotional activity in new markets to build brand awareness.

We may find it more difficult in new markets to hire, motivate and keep

qualified employees who share our values.

Until we attain a critical mass in a market, the locations we do open will have reduced operating

As a result, these new locations may be less successful or may achieve target operating profit margins at a slower rate than

existing locations did, if ever.

We plan to open additional company-operated locations

in domestic markets where we have little or no operating experience.

The target consumer base of our locations varies by location, depending

on a number of factors, including population density, other local coffee and convenience beverage distributors, area demographics and

Locations we open in new markets may take longer to reach expected sales and profit levels on a consistent basis.

may have competitive or regulatory conditions, consumer tastes and discretionary spending patterns that are more difficult to predict

or satisfy than our existing markets.

We may need to make greater investments than we originally planned in advertising and promotional

activity in new markets to build brand awareness.

We may find it more difficult in new markets to hire, motivate and keep qualified employees

who share our values.

Until we attain a critical mass in a market, the locations we do open will have reduced operating leverage.

result, these new locations may be less successful or may achieve target operating profit margins at a slower rate than existing locations

did, if ever.

If we do not successfully execute our plans to enter new markets, our business could be harmed.

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day to day operations.

Even with these operation standards and guidelines, the quality of franchised Reborn Coffee locations may be diminished

by any number of factors beyond our control.

Consequently, our future franchise partners may not successfully operate locations in a manner

consistent with our standards and requirements, such as quality, service and cleanliness, or may not hire and train qualified location

managers, baristas and other location personnel or may not implement marketing programs and major initiatives such as location remodels

or equipment or technology upgrades, which may require financial investment.

Even if such unsuccessful operations do not rise to the level

of breaching the related franchise documents, they may be attributed by customers to our Reborn brand and could have a negative impact

on our business.

Even with these operation standards and guidelines, the quality of franchised locations may be diminished by any

number of factors beyond our control.

Consequently, our future franchise partners may not successfully operate locations in a manner consistent

with our standards and requirements, such as quality, service and cleanliness, or may not hire and train qualified location managers,

baristas and other location personnel or may not implement marketing programs and major initiatives such as location remodels or equipment

or technology upgrades, which may require financial investment.

Even if such unsuccessful operations do not rise to the level of breaching

the related franchise documents, they may be attributed by customers to our brand and could have a negative impact on our business.

Our future franchise partners may not be able

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a material disruption in our supply chain could have a negative material impact on our business and our profitability.

Additionally, most of our beverage and other products

are sourced from a wide variety of domestic and international business partners and we rely on these suppliers to provide high quality

products and to comply with applicable laws.

Additionally, most of our beverage and other products are sourced from

a wide variety of domestic and international business partners and we rely on these suppliers to provide high quality products and to

comply with applicable laws.

For certain products, we may rely very few suppliers.

The loss of these vendors or failures

by our suppliers to meet our standards, provide products in a timely and efficient manner, or comply with applicable laws is beyond our

control and could have a material adverse effect on the Company.

The loss of these vendors or failures by our suppliers

to meet our standards, provide products in a timely and efficient manner, or comply with applicable laws is beyond our control and could

have a material adverse effect on the Company.

Increases in the cost of high-quality coffee

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Changes in U.S.

and international

trade policies, including the export and import controls and laws, may adversely impact our business and operating results.

We partner with international suppliers across the globe.

This subjects us to risks associated with international trade conflicts including between the

United States and China, Mexico, and other countries, particularly with respect to export and import controls and laws.

President Donald

Trump has advocated for greater restrictions on international trade in general, which could result in significantly increased tariffs

on certain goods imported into the United States, particularly from China.

For example, in recent years the United States government has

renegotiated or terminated certain existing bilateral or multi-lateral trade agreements.

It has also imposed tariffs on certain foreign

goods which resulted in increased costs for goods imported into the United States.

In response to these tariffs, a number of United States

trading partners have imposed retaliatory tariffs on a wide range of United States products, making it more costly for companies to export

products to those countries.

The new presidential administration recently imposed new tariffs on imports to the United States from China,

Mexico and Canada.

In addition, China, Mexico and Canada have imposed retaliatory tariffs on the United States, if tariffs on additional

countries were to go into effect, these countries could also impose retaliatory tariffs on the United States.

and international trade

policies, including the export and import controls and laws, may adversely impact our business and operating results.

We partner with international suppliers across

This subjects us to risks associated with international trade conflicts including between the United States and China, Mexico,

and other countries, particularly with respect to export and import controls and laws.

President Donald J.

Trump has advocated for greater

restrictions on international trade in general, which could result in significantly increased tariffs on certain goods imported into the

United States, particularly from China.

For example, in recent years the United States government has renegotiated or terminated certain

existing bilateral or multi-lateral trade agreements.

It has also imposed tariffs on certain foreign goods which resulted in increased

costs for goods imported into the United States.

In response to these tariffs, a number of United States trading partners have imposed

retaliatory tariffs on a wide range of United States products, making it more costly for companies to export products to those countries.

Rising political tensions could reduce trade volume,

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Pandemics or disease outbreaks such as the COVID-19

pandemic have impacted and are likely to continue to impact customer traffic at our Reborn Coffee locations and may make it more difficult

to staff our locations and, in more severe cases, may cause a temporary inability to obtain supplies and increase commodity costs.

was officially declared a global pandemic by the World Health Organization in March 2020, and the virus, including the continued spread

of highly transmissible variants of the virus, has impacted all global economies, and in the United States has resulted in varying levels

pandemic have impacted and are likely to continue to impact customer traffic at our locations and may make it more difficult to staff

our locations and, in more severe cases, may cause a temporary inability to obtain supplies and increase commodity costs.

officially declared a global pandemic by the World Health Organization in March 2020, and the virus, including the continued spread of

highly transmissible variants of the virus, has impacted all global economies, and in the United States has resulted in varying levels

of restrictions and shutdowns implemented by national, state, and local authorities.

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it difficult for us to plan or forecast an appropriate response.

Our operations have been and we expect will be

disrupted when employees were suspected of having COVID-19 or other illnesses since this required us to quarantine some or all such employees

and close and disinfect our impacted locations.

If a significant percentage of our workforce or the workforce of our future franchise

partners are unable to work, including because of illness or travel or government restrictions, like quarantine requirements, in connection

with pandemics or disease outbreaks, our operations may be negatively impacted, potentially materially adversely affecting our business,

liquidity, financial condition or results of operations.

The COVID-19 pandemic and mitigation measures

have also had an adverse impact on global economic conditions, which have had an adverse effect on our business and financial condition.

Our sales and operating results may be affected by uncertain or changing economic and market conditions arising in connection with and

in response to the COVID-19 pandemic, including prolonged periods of high unemployment, inflation, deflation, prolonged weak consumer

demand, a decrease in consumer discretionary spending, political instability or other changes.

The significance of the operational and

financial impact to us will depend on how long and widespread the disruptions caused by the COVID-19 pandemic, and the corresponding response

to contain the virus and treat those affected by it, prove to be.

If a significant percentage of our workforce or

the workforce of our future franchise partners are unable to work, including because of illness or travel or government restrictions,

like quarantine requirements, in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially

materially adversely affecting our business, liquidity, financial condition or results of operations.

There is no guarantee that a future outbreak of

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business fully recover.

The ultimate impact of the COVID-19 pandemic or a similar health epidemic on our business, operations or the global

economy as a whole remains highly uncertain.

The ultimate impact of a health epidemic on our business, operations or the global economy as a whole remains

highly uncertain.

While we have developed and continue to develop

plans to help mitigate the potential negative impact of the COVID-19 pandemic, these efforts may not be effective, and any protracted

economic downturn will likely limit the effectiveness of our efforts.

Accordingly, it is not possible for us to predict the duration and

extent to which this will affect our business at this time.

plans to help mitigate the potential negative impact of health epidemics, these efforts may not be effective, and any protracted economic

downturn as a result of such epidemics will likely limit the effectiveness of our efforts.

Accordingly, it is not possible for us to predict

the duration and extent to which any health epidemic will affect our business at this time.

Risks Related to Our Brand

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To be successful in the future, particularly

outside of the Southern California region of the United States where the Reborn Coffee brand may be less well known, we believe we must

preserve, grow and leverage the value of our brand across interactions.

outside of the Southern California region of the United States where our brand may be less well known, we believe we must preserve, grow

and leverage the value of our brand across interactions.

Business incidents, whether isolated or recurring

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trigger boycotts of our locations or result in civil or criminal liability and can have a negative impact on our financial results.

incidents include actual or perceived breaches of privacy, contaminated products, staff infected with communicable diseases, such as COVID-19,

or other potential incidents discussed in this Risk Factors section.

The impact of such incidents may be exacerbated

if they receive considerable publicity, including rapidly through social or digital media (including for malicious reasons) or result

in litigation.

Consumer demand for our products and our brand equity could diminish significantly if we, our employees, future franchise

partners or other business partners fail to preserve the quality of our products, act or are perceived to act in an unethical, illegal,

racially-biased, unequal or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service

and treatment of customers at Reborn locations, or the use of customer data for general or direct marketing or other purposes.

Additionally,

if we fail to comply with laws and regulations, publicly take controversial positions or actions or fail to deliver a consistently positive

consumer experience in each of our markets, including by failing to invest in the right balance of wages and benefits to attract and retain

employees that represent the brand well or foster an inclusive and diverse environment, our brand value may be diminished.

incidents include actual or perceived breaches of privacy, contaminated products, staff infected with communicable diseases, or other

potential incidents discussed in this Risk Factors section.

The impact of such incidents may be exacerbated if they receive

considerable publicity, including rapidly through social or digital media (including for malicious reasons) or result in litigation.

demand for our products and our brand equity could diminish significantly if we, our employees, future franchise partners or other business

partners fail to preserve the quality of our products, act or are perceived to act in an unethical, illegal, racially-biased, unequal

or socially irresponsible manner, including with respect to the sourcing, content or sale of our products, service and treatment of customers

at our locations, or the use of customer data for general or direct marketing or other purposes.

Additionally, if we fail to comply with

laws and regulations, publicly take controversial positions or actions or fail to deliver a consistently positive consumer experience

in each of our markets, including by failing to invest in the right balance of wages and benefits to attract and retain employees that

represent the brand well or foster an inclusive and diverse environment, our brand value may be diminished.

Moreover, our success depends in large part upon

our ability to maintain our corporate reputation.

For example, the reputation of our Reborn brand could be damaged by claims or perceptions

about the quality or safety of our ingredients or beverages or the quality or reputation of our suppliers, distributors or future franchise

For example, the reputation of our brand could be damaged by claims or perceptions about

the quality or safety of our ingredients or beverages or the quality or reputation of our suppliers, distributors or future franchise

partners or by claims or perceptions that we, our future franchise partners or other business partners have acted or are acting in an

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Our corporate reputation could also suffer from negative publicity or consumer

sentiment regarding Reborn action or inaction or brand imagery, a real or perceived failure of corporate governance, or misconduct by

any officer or any employee or representative of us or a future franchise partner.

Any such incidents (even if resulting from actions

of a competitor or future franchise partner) could cause a decline directly or indirectly in consumer confidence in, or the perception

of, our Reborn brand and/or our products and reduce consumer demand for our products, which would likely result in lower revenue and profits.

sentiment regarding our actions or inactions or brand imagery, a real or perceived failure of corporate governance, or misconduct by any

officer or any employee or representative of us or a future franchise partner.

Any such incidents (even if resulting from actions of a

competitor or future franchise partner) could cause a decline directly or indirectly in consumer confidence in, or the perception of,

our brand and/or our products and reduce consumer demand for our products, which would likely result in lower revenue and profits.

There has been an increased public focus, including

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depends in part on our ability to further build brand recognition using our trademarks, service marks, proprietary products and other

intellectual property, including our name and logos and the unique character and atmosphere of our Reborn locations.

intellectual property, including our name and logos and the unique character and atmosphere of our locations.

We rely on U.S.

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Even with our own prospective franchise partners, whose activities are monitored and regulated through our eventual franchise agreements,

we face risk that they may refer to or make statements about our Reborn brand that do not make proper use of our trademarks or required

designations, that improperly alter trademarks or branding, or that are critical of our brand or place our brand in a context that may

tarnish our reputation.

we face risk that they may refer to or make statements about our brand that do not make proper use of our trademarks or required designations,

that improperly alter trademarks or branding, or that are critical of our brand or place our brand in a context that may tarnish our reputation.

This may result in dilution of, or harm to, our intellectual property or the value of our brand.

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could materially harm our business and results of operations.

Furthermore, due to the COVID-19 pandemic, we could experience a shortage

of labor for location positions as concern over exposure to COVID-19 and other factors could decrease the pool of available qualified

talent for key functions.

In addition, our wages and benefits programs, combined with the challenging conditions due to the COVID-19 pandemic,

may be insufficient to attract and retain the best talent.

In addition, our wages and benefits programs may be insufficient to attract

and retain the best talent.

We depend on our executive officers and

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Changes in our executive management team may also cause disruptions in, and harm to, our business.

Reborn Coffee continues to be led by our Founder,

Jay Kim, who plays an important role in driving our culture, determining the strategy, and executing against that strategy across the

Kim’s services became unavailable to Reborn Coffee for any reason, it may be difficult or challenging for us to

find an adequate replacement, which could cause us to be less successful in maintaining our culture and developing and effectively executing

on our company strategies.

We continue to be led by our Co-Chief Executive

Officers, Jay Kim and Jung Jae Lim, who play an important role in driving our culture, determining the strategy, and executing against

that strategy across the company.

Lim’s services became unavailable to our Company for any reason, it

may be difficult or challenging for us to find an adequate replacement, which could cause us to be less successful in maintaining our

culture and developing and effectively executing on our company strategies.

Our culture has contributed to our success,

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and financial results.

GAAP is subject to interpretation by the Financial

Accounting Standards Board, the American Institute of Certified Public Accountants, the SEC, and various bodies formed to promulgate and

interpret appropriate accounting principles.

A change in these principles or interpretations could have a significant effect on our reported

financial results, and could affect the reporting of transactions completed before the announcement of a change.

Generally accepted accounting principles as promulgated

in the United States of America (“GAAP”) are subject to interpretation by the Financial Accounting Standards Board, the American

Institute of Certified Public Accountants, the Securities and Exchange Commission (“SEC”), and various bodies formed to promulgate

and interpret appropriate accounting principles.

A change in these principles or interpretations could have a significant effect on our

reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Moreover, while we believe that we maintain insurance

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Any such failure could also subject us to liability from our future franchise

Additionally, Congress has a legislation proposal

in process that could shift more liability for franchise partner employment practices onto franchisors.

The federal PROAct would codify

the Browning-Ferris decision that redefined joint employment to include a broader category of conduct by the franchisor, thereby increasing

the possibility of Reborn being held liable for our future franchise partners’ employment practices.

Beverage and restaurant companies have been

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in our payment of substantial damages or settlement costs.

Our business is subject to the risk of litigation

by employees, customers, competitors, landlords or neighboring businesses, suppliers, future franchise partners, stockholders or others

through private actions, class actions, administrative proceedings, regulatory actions or other litigation.

The outcome of litigation,

particularly class action and regulatory actions, is difficult to assess or quantify.

In recent years, beverage and restaurant companies

have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state laws regarding workplace and

employment matters, discrimination and similar matters.

A number of these lawsuits have resulted in the payment of substantial damages

by the defendants.

Similar lawsuits have been instituted from time to time alleging violations of various federal and state wage and hour

laws regarding, among other things, employee meal deductions, overtime eligibility of assistant managers and failure to pay for all hours

While we have not been a party to any of these types of lawsuits in the past, there can be no assurance that we will not be named

in any such lawsuit in the future or that we would not be required to pay substantial expenses and/or damages.

Our business is subject to the risk of litigation by employees, customers,

competitors, landlords or neighboring businesses, suppliers, future franchise partners, shareholders or others through private actions,

class actions, administrative proceedings, regulatory actions or other litigation.

The outcome of litigation, particularly class action

and regulatory actions, is difficult to assess or quantify.

In recent years, beverage and restaurant companies have been subject to lawsuits,

including class action lawsuits, alleging violations of federal and state laws regarding workplace and employment matters, discrimination

and similar matters.

A number of these lawsuits have resulted in the payment of substantial damages by the defendants.

Similar lawsuits

have been instituted from time to time alleging violations of various federal and state wage and hour laws regarding, among other things,

employee meal deductions, overtime eligibility of assistant managers and failure to pay for all hours worked.

While we have not been a

party to any of these types of lawsuits in the past, there can be no assurance that we will not be named in any such lawsuit in the future

or that we would not be required to pay substantial expenses and/or damages.

Occasionally, our customers file complaints or

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continued listing requirements of Nasdaq, our common stock could be delisted.

We have listed our common stock on the Nasdaq

Capital Market.

Although we have met the minimum initial listing standards set forth in the Nasdaq rules, we cannot assure you that our

securities will be, or will continue to be, listed on the Nasdaq in the future.

In order to continue listing our securities on Nasdaq,

we must maintain certain financial, distribution and stock price levels.

Generally, among other requirements, we must maintain a minimum

bid price of our common stock (generally, $1.00) minimum amount in stockholders’ equity (generally, $2,500,000) and a minimum number

of holders of our securities (generally, 300 public holders).

As previously disclosed, we requested a hearing

by the Nasdaq Hearings Panel (the “Panel”) of Nasdaq to appeal delisting determinations made by the Listing Qualifications

Department (the “Staff”) of Nasdaq:

(i) on April 28, 2023 for failure to comply with the bid price requirement of Nasdaq Listing

Rule 5550(a)(2) (the “Bid Price Rule”), (ii) on September 5, 2023 for failure to comply with the minimum stockholders equity

required for continued listing on Nasdaq, or any of the alternative requirement to Nasdaq Listing Rule 5550(b) (the “Equity Rule”),

and (iii) on January 4, 2024 for failure to hold an annual meeting of stockholders for the fiscal year ended December 31, 2023 as required

by Nasdaq Listing Rule 5620(a) (the “Meeting Rule”).

At the Panel hearing, which occurred on January 18, 2024, we, represented

by members of senior management and outside counsel, advised Nasdaq that we proposed to the Panel a compliance plan that included a tentative

schedule to complete the items necessary to regain compliance with the Bid Price Rule, the Equity Rule, and the Meeting Rule, and requested

an extension of time to fully comply with Nasdaq listing requirements so that we could demonstrate to the Panel that our common stock

should not be delisted from Nasdaq.

The Panel granted our request for additional time,

which we were than able to regain compliance in the allotted time.

However, the Panel placed us on a Discretionary Panel Monitor until

May 16, 2025, which will require the Staff to issue a Delist Determination Letter in the event that we fail to maintain compliance with

any continued listing requirement (the “Panel Monitor”).

Ordinarily, Nasdaq listed companies may be provided additional time

to regain compliance with deficiencies.

However, pursuant to the Panel Monitor, we are generally not eligible for a compliance period.

Therefore, if we receive a deficiency notice, we must request an appeal of such deficiency to the Panel.

We have listed our common stock on the Nasdaq Capital Market.

we have met the minimum initial listing standards set forth in the Nasdaq rules, we cannot assure you that our securities will be, or

will continue to be, listed on the Nasdaq in the future.

In order to continue listing our securities on Nasdaq, we must maintain certain

financial, distribution and stock price levels.

Generally, among other requirements, we must maintain a minimum bid price of our common

stock (generally, $1.00) minimum amount in shareholders’ equity (generally, $2,500,000) and a minimum number of holders of our securities

(generally, 300 public holders).

Although we anticipate complying with Nasdaq’s

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Reborn Coffee, Inc.

will be a holding company,

and has no independent means of generating revenue or cash flow, and its ability to pay taxes, operating expenses and dividends in the

future, if any, will be dependent upon the financial results and cash flows of Reborn Global, Reborn Coffee Franchise, and Reborn Realty.

is a holding company and has

no independent means of generating revenue or cash flow, and its ability to pay taxes, operating expenses and dividends in the future,

if any, will be dependent upon the financial results and cash flows of its subsidiaries.

The trading price of our securities may

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set forth in this section as well as the following:

price and volume fluctuations in the overall stock market from time to time;

volatility in the trading prices and trading volumes of technology stocks;

changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

sales of shares of our common stock by us or our stockholders;

failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

changes in our financial, operating or other metrics, regardless of whether we consider those metrics as reflective of the current state or long-term prospects of our business, and how those results compare to securities analyst expectations, including whether those results fail to meet, exceed or significantly exceed securities analyst expectations, particularly in light of the significant portion of our revenue derived from a limited number of customers;

announcements by us or our competitors of new products or services;

the public’s reaction to our press releases, other public announcements, and filings with the SEC;

rumors and market speculation involving us or other companies in our industry;

actual or anticipated changes in our results of operations or fluctuations in our results of operations;

actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

actual or perceived privacy or data security incidents;

developments or disputes concerning our intellectual property or other proprietary rights;

announced or completed acquisitions of businesses, applications, products, services or technologies by us or our competitors;

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

changes in accounting standards, policies, guidelines, interpretations or principles;

any significant change in our management;

general political and economic conditions and slow or negative growth of our markets.

and volume fluctuations in the overall stock market from time to time;

in the trading prices and trading volumes of technology stocks;

in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

sales of shares of our common stock by us or our shareholders;

of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our company, or our

failure to meet these estimates or the expectations of investors;

in our financial, operating or other metrics, regardless of whether we consider those metrics as reflective of the current state or long-term

prospects of our business, and how those results compare to securities analyst expectations, including whether those results fail to

meet, exceed or significantly exceed securities analyst expectations, particularly in light of the significant portion of our revenue

derived from a limited number of customers;

● announcements

by us or our competitors of new products or services;

public’s reaction to our press releases, other public announcements, and filings with the SEC;

and market speculation involving us or other companies in our industry;

or anticipated changes in our results of operations or fluctuations in our results of operations;

or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

involving us, our industry or both, or investigations by regulators into our operations or those of our competitors;

or perceived privacy or data security incidents;

● developments

or disputes concerning our intellectual property or other proprietary rights;

or completed acquisitions of businesses, applications, products, services or technologies by us or our competitors;

laws or regulations or new interpretations of existing laws or regulations applicable to our business;

in accounting standards, policies, guidelines, interpretations or principles;

significant change in our management;

political and economic conditions and slow or negative growth of our markets.

In addition, in the past, following periods of

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coverage of our common stock, and we cannot assure that any equity research analysts will adequately provide research coverage of our

common stock after the listing of our common stock on the Nasdaq Stock Exchange.

A lack of adequate research coverage may harm the liquidity

and trading price of our common stock.

To the extent equity research analysts do provide research coverage of our common stock, we will

not have any control over the content and opinions included in their reports.

The trading price of our common stock could decline if one

or more equity research analysts downgrade our stock or publish other unfavorable commentary or research.

If one or more equity research

analysts cease coverage of our company, or fail to regularly publish reports on us, the demand for our common stock could decrease, which

in turn could cause our trading price or trading volume to decline.

common stock after the listing of our common stock on Nasdaq.

A lack of adequate research coverage may harm the liquidity and trading

price of our common stock.

To the extent equity research analysts do provide research coverage of our common stock, we will not have any

control over the content and opinions included in their reports.

The trading price of our common stock could decline if one or more equity

research analysts downgrade our stock or publish other unfavorable commentary or research.

If one or more equity research analysts cease

coverage of our company, or fail to regularly publish reports on us, the demand for our common stock could decrease, which in turn could

cause our trading price or trading volume to decline.

We will incur costs and demands upon management

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In addition, changing laws, regulations, and standards relating

to corporate governance and public disclosure, including regulations implemented by the SEC and the Nasdaq Capital Market, may increase

legal and financial compliance costs and make some activities more time consuming.

These laws, regulations and standards are subject to

varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory

and governing bodies.

We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may

result in increased selling, general and administrative expenses and a diversion of management’s time and attention from revenue-generating

activities to compliance activities.

If, notwithstanding our efforts, we fail to comply with new laws, regulations, and standards, regulatory

authorities may initiate legal proceedings against us and our business may be harmed.

to corporate governance and public disclosure, including regulations implemented by the SEC and Nasdaq, may increase legal and financial

compliance costs and make some activities more time consuming.

These laws, regulations and standards are subject to varying interpretations,

and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.

intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased selling,

general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance

If, notwithstanding our efforts, we fail to comply with new laws, regulations, and standards, regulatory authorities may initiate

legal proceedings against us and our business may be harmed.

These rules and regulations could also make it

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actual gross proceeds to be raised in connection with those sales.

In addition, any issuance and sale by us under

the ELOC Agreement of a substantial amount of shares of common stock could cause additional substantial dilution to our stockholders.

In addition, any issuance and sale by us under the ELOC Agreement of

a substantial amount of shares of common stock could cause additional substantial dilution to our shareholders.

We may require additional financing to sustain

our operations and without it we may not be able to continue operations.

Subject to the terms and conditions of the ELOC

Agreement, we may, at our discretion, direct Arena to purchase up to $50.0 million of shares of our common stock under the ELOC Agreement

from time-to-time.

The purchase price per share for the shares of common stock that we may elect to sell to Arena under the ELOC Agreement

will fluctuate based on the market prices of our common stock for each purchase made pursuant to the ELOC Agreement, if any.

it is not currently possible to predict the number of shares that will be sold to Arena, the actual purchase price per share to be paid

by Arena for those shares, if any, or the actual gross proceeds to be raised in connection with those sales.

In addition, on February 6, 2025, we entered into

On February 6, 2025, we entered into

a Securities Purchase Agreement (“Debenture Purchase Agreement”) with the purchasers named therein (the “Debenture Investors”).

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defined in the Debenture Warrants).

As of the date of this Annual Report on Form 10-K,

we have conducted two closings pursuant to the Debenture Purchase Agreement and sold Debentures in the aggregate principal amount of $1,666,666

for a purchase price of $1,500,000, representing an original issue discount of ten percent (10%).

We also issued to the Debenture Investors

163,394 Debenture Warrants in connection with the closings.

As of the date of this Report, we have conducted four closings pursuant

to the Debenture Purchase Agreement and sold Debentures in the aggregate principal amount of $4,166,665 for a purchase price of $3,750,000,

representing an original issue discount of ten percent (10%).

We also issued to the Debenture Investors 1,041,667 Debenture Warrants in

connection with the closings.

In addition, on March 31, 2026, we issued an additional 250,000 common stock purchase warrants to the Debenture

Investor, which have an exercise price of $2.00 per share, in exchange for waiver and forbearance of certain terms under the Debentures,

the details of which are set forth on Forms 8-K filed by the Company on April 6, 2026 and April 21, 2026.

In addition, we entered into an ELOC Purchase Agreement with Arena

whereby, we may, subject to various terms and conditions, including, without limitation that we maintain an effective registration statement

covering shares issuable pursuant to the ELOC Agreement, at our discretion, direct Arena to purchase up to $50.0 million of shares of

our common stock under the ELOC Agreement from time-to-time.

The purchase price per share for the shares of common stock that we may elect

to sell to Arena under the ELOC Agreement will fluctuate based on the market prices of our common stock for each purchase made pursuant

to the ELOC Agreement, if any.

Accordingly, it is not currently possible to predict the number of shares that will be sold to Arena, the

actual purchase price per share to be paid by Arena for those shares, if any, or the actual gross proceeds to be raised in connection

with those sales.

As of the date hereof, we have not drawn down on the ELOC Purchase Agreement.

The extent to which we rely on Arena and/or the

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stock or other securities might result in significant dilution and could cause the price of our common stock to decline.

To raise capital, we may sell common stock, convertible

securities or other equity securities in one or more transactions, at prices and in a manner we determine from time to time.

shares or other securities in another offering at a price per share that is less than the price per share paid by investors in this offering,

and investors purchasing shares or other securities in the future could have rights superior to existing stockholders.

To raise capital, we may sell common stock, convertible securities

or other equity securities in one or more transactions, at prices and in a manner we determine from time to time.

We may sell shares or

other securities in another offering at a price per share that is less than the price per share paid by investors in this offering, and

investors purchasing shares or other securities in the future could have rights superior to existing shareholders.

The price per share

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due to a variety of factors, many of which are outside of our control and may be difficult to predict, including, but not limited to:

the level of demand for our products;

our ability to grow or maintain our dollar-based net retention rate, expand usage within organizations, and sell subscriptions;

the timing and success of new features, integrations, capabilities, and enhancements by us to our products, or by our competitors to their products, or any other changes in the competitive landscape of our market;

our ability to achieve widespread acceptance and use of our products;

errors in our forecasting of the demand for our products, which would lead to lower revenue, increased costs, or both;

security breaches, technical difficulties, or interruptions to our systems;

pricing pressure as a result of competition or otherwise;

the continued ability to hire high quality and experienced talent in a fiercely competitive environment;

the timing of the grant or vesting of equity awards to employees, directors, or consultants;

declines in the values of foreign currencies relative to the U.S.

changes in, and continuing uncertainty in relation to, the legislative or regulatory environment;

legal and regulatory compliance costs in new and existing markets;

costs and timing of expenses related to the potential acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;

environmental matters, such as wildfires, and health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases or viruses;

adverse litigation judgments, other dispute-related settlement payments, or other litigation-related costs;

general economic conditions in either domestic or international markets, including geopolitical uncertainty and instability and their effects on beverage purchases.

level of demand for our products;

ability to grow or maintain our dollar-based net retention rate, expand usage within organizations, and sell subscriptions;

timing and success of new features, integrations, capabilities, and enhancements by us to our products, or by our competitors to their

products, or any other changes in the competitive landscape of our market;

ability to achieve widespread acceptance and use of our products;

in our forecasting of the demand for our products, which would lead to lower revenue, increased costs, or both;

breaches, technical difficulties, or interruptions to our systems;

pressure as a result of competition or otherwise;

continued ability to hire high quality and experienced talent in a fiercely competitive environment;

timing of the grant or vesting of equity awards to employees, directors, or consultants;

in the values of foreign currencies relative to the U.S.

in, and continuing uncertainty in relation to, the legislative or regulatory environment;

and regulatory compliance costs in new and existing markets;

and timing of expenses related to the potential acquisition of businesses, talent, technologies, or intellectual property, including

potentially significant amortization costs and possible write-downs;

● environmental

matters, such as wildfires, and health epidemics, such as the COVID-19 pandemic, influenza, and other highly communicable diseases or

litigation judgments, other dispute-related settlement payments, or other litigation-related costs;

economic conditions in either domestic or international markets, including geopolitical uncertainty and instability and their effects

on beverage purchases.

Any one or more of the factors above may result

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the economy or industry.

As of December 31, 2024, we had $500,000 in principal

amount outstanding under U.S.

As of December 31, 2025, we had $500,000 in principal amount outstanding

Small Business Administration Loan No.

7331917406 under its Economic Injury Disaster Loan assistance program

in light of the impact of the COVID-19 pandemic, which we refer to as our EIDL Loan, $63,801 in principal outstanding under the Paycheck

Protection Program Loan administered by the U.S.

Small Business Administration, $111,300 in principal outstanding under our loans with

Square Capital, LLC and $727,073 of short term borrowing from a private party.

7331917406 under its Economic Injury Disaster Loan assistance program in light of the

impact of the COVID-19 pandemic, which we refer to as our EIDL Loan, $52,025 in principal outstanding under the Paycheck Protection Program

Loan administered by the U.S.

Small Business Administration, $109,247 in principal outstanding under our loans with Square Capital, LLC,

$70,000 of short term borrowing from a shareholder, and $279,026 of short term borrowing from private parties.

Our substantial debt could have important consequences

to you, including the following:

it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt, resulting in possible defaults on and acceleration of such indebtedness;

our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired;

a substantial portion of cash flow from operations may be dedicated to the payment of principal and interest on our debt, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other general corporate purposes;

we are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry are more limited;

our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our level of debt;

our ability to borrow additional funds or to refinance debt may be limited.

may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt, resulting in possible

defaults on and acceleration of such indebtedness;

ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate

purposes may be impaired;

substantial portion of cash flow from operations may be dedicated to the payment of principal and interest on our debt, therefore reducing

our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other

general corporate purposes;

are more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our

business or industry are more limited;

ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised

due to our level of debt;

ability to borrow additional funds or to refinance debt may be limited.

A failure to establish and maintain an effective

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We may engage in merger and acquisition

activities, which would require significant management attention, disrupt our business, dilute stockholder value, and adversely affect

activities, which would require significant management attention, disrupt our business, dilute shareholder value, and adversely affect

our business, results of operations, and financial condition.

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and results of operations of the combined company would be adversely affected.

Acquisitions may disrupt our ongoing operations,

divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, subject us to increased

regulatory requirements, cause adverse tax consequences or unfavorable accounting treatment, expose us to claims and disputes by stockholders

and third parties, and adversely impact our business, financial condition, and results of operations.

We may not successfully evaluate

or utilize the acquired technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.

We may have to pay cash for any such acquisition which would limit other potential uses for our cash.

If we incur debt to fund any such

acquisition, such debt may subject us to material restrictions in our ability to conduct our business, result in increased fixed obligations,

and subject us to covenants or other restrictions that would decrease our operational flexibility and impede our ability to manage our

If we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders’

ownership would be diluted.

Acquisitions may disrupt our ongoing operations, divert management

from their primary responsibilities, subject us to additional liabilities, increase our expenses, subject us to increased regulatory requirements,

cause adverse tax consequences or unfavorable accounting treatment, expose us to claims and disputes by shareholders and third parties,

and adversely impact our business, financial condition, and results of operations.

We may not successfully evaluate or utilize the acquired

technology and accurately forecast the financial impact of an acquisition transaction, including accounting charges.

We may have to pay

cash for any such acquisition which would limit other potential uses for our cash.

If we incur debt to fund any such acquisition, such

debt may subject us to material restrictions in our ability to conduct our business, result in increased fixed obligations, and subject

us to covenants or other restrictions that would decrease our operational flexibility and impede our ability to manage our operations.

If we issue a significant amount of equity securities in connection with future acquisitions, existing shareholders’ ownership would

We may need additional capital, and we cannot

be sure that additional financing will be available.

In the future, we may raise additional capital

through additional equity or debt financing to support our business growth, to respond to business opportunities, challenges or unforeseen

circumstances, or for other reasons.

On an ongoing basis, we are evaluating sources of financing and may raise additional capital in the

Our ability to obtain additional capital will depend on our development efforts, business plans, investor demand, operating performance,

the condition of the capital markets, and other factors.

We cannot assure you that additional financing will be available to us on favorable

terms when required, or at all.

If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities

may have rights, preferences or privileges senior to the rights of existing stockholders, and existing stockholders may experience dilution.

In the future, we may raise additional capital through additional equity

or debt financing to support our business growth, to respond to business opportunities, challenges or unforeseen circumstances, or for

other reasons.

On an ongoing basis, we are evaluating sources of financing and may raise additional capital in the future.

to obtain additional capital will depend on our development efforts, business plans, investor demand, operating performance, the condition

of the capital markets, and other factors.

We cannot assure you that additional financing will be available to us on favorable terms when

required, or at all.

If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may

have rights, preferences or privileges senior to the rights of existing shareholders, and existing shareholders may experience dilution.

Further, if we are unable to obtain additional capital when required, or are unable to obtain additional capital on satisfactory terms,

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provide that the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United

States of America are the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’

States of America are the exclusive forums for substantially all disputes between us and our shareholders, which could limit our shareholders’

ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

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the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law:

any derivative claim or cause of action brought on our behalf;

any claim or cause of action for a breach of fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders;

any claim or cause of action against us or any of our current or former directors, officers or other employees arising out of or pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws (as each may be amended from time to time);

any claim or cause of action seeking to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws (as each may be amended from time to time, including any right, obligation or remedy thereunder);

any claim or cause of action as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware;

any claim or cause of action against us or any of our current or former directors, officers or other employees governed by the internal-affairs doctrine.

derivative claim or cause of action brought on our behalf;

any claim or cause of action for a breach of fiduciary duty owed by any of our current or former directors, officers or other employees to us or our shareholders;

claim or cause of action against us or any of our current or former directors, officers or other employees arising out of or pursuant

to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated

bylaws (as each may be amended from time to time);

claim or cause of action seeking to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation

or our amended and restated bylaws (as each may be amended from time to time, including any right, obligation or remedy thereunder);

claim or cause of action as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State

claim or cause of action against us or any of our current or former directors, officers or other employees governed by the internal-affairs

This provision would not apply to suits brought

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any complaint asserting a cause of action arising under the Securities Act is not enforceable.

These choice of forum provisions may limit a stockholder’s

ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees.

While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek

to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions

will be enforced by a court in those other jurisdictions.

We note that investors cannot waive compliance with the federal securities laws

and the rules and regulations thereunder.

These choice of forum provisions may limit a shareholder’s ability

to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees.

the Delaware courts have determined that such choice of forum provisions are facially valid, a shareholder may nevertheless seek to bring

a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will

be enforced by a court in those other jurisdictions.

We note that investors cannot waive compliance with the federal securities laws and

the rules and regulations thereunder.

Additionally, our amended and restated certificate

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that could have an anti-takeover effect, such as:

permitting the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

providing that directors may only be removed pursuant to the provisions of Section 141(k) of the Delaware General Corporation Law;

prohibiting cumulative voting for directors;

requiring super-majority voting to amend some provisions in our amended and restated bylaws;

authorizing the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

eliminating the ability of stockholders to call special meetings of stockholders.

Moreover, because we are incorporated in Delaware,

we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which prohibit a person who owns 15% or more

of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which

the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

Any provision in our amended and restated certificate of incorporation or our amended and restated bylaws or Delaware law that has the

effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares

of our common stock and could also affect the price that some investors are willing to pay for our common stock.

the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

that directors may only be removed pursuant to the provisions of Section 141(k) of the Delaware General Corporation Law;

● prohibiting

cumulative voting for directors;

super-majority voting to amend some provisions in our amended and restated bylaws;

authorizing the issuance of “blank check” preferred stock that our board of directors could use to implement a shareholder rights plan;

eliminating the ability of shareholders to call special meetings of shareholders.

Moreover, because we are incorporated in Delaware, we are governed

by the provisions of Section 203 of the Delaware General Corporation Law, which prohibit a person who owns 15% or more of our outstanding

voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired

in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.

Any provision in

our amended and restated certificate of incorporation or our amended and restated bylaws or Delaware law that has the effect of delaying

or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of our common

stock and could also affect the price that some investors are willing to pay for our common stock.

We do not intend to pay dividends for the

foreseeable future.

We have never declared or paid any cash dividends

on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future.

We expect to retain future earnings, if

any, to fund the development and growth of our business.

Any future determination to pay dividends on our capital stock will be at the

discretion of our board of directors.

Accordingly, stockholders must rely on sales of their common stock after price appreciation, which

may never occur, as the only way to realize any future gains on their investments.

We have never declared or paid any cash dividends on our capital stock,

and we do not intend to pay any cash dividends in the foreseeable future.

We expect to retain future earnings, if any, to fund the development

and growth of our business.

Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors.

Accordingly, shareholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to

realize any future gains on their investments.

Catastrophic events may disrupt our business.

5 unchanged sentences

could harm our business.

In particular, the COVID-19 pandemic, including the reactions of governments, markets, and the general public,

may result in a number of adverse consequences for our business, operations, and results of operations, many of which are beyond our control.

In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications failure, cyber-attack,

war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, breaches

of data security, and loss of critical data, all of which would harm our business, results of operations, and financial condition.

addition, the insurance we maintain would likely not be adequate to cover our losses resulting from disasters or other business interruptions.

In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, telecommunications

failure, cyber-attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational

harm, breaches of data security, and loss of critical data, all of which would harm our business, results of operations, and financial

In addition, the insurance we maintain would likely not be adequate to cover our losses resulting from disasters or other business

interruptions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors