Yoshiharu Global Co. Files 8-K with Material Agreements

TL;DR

Yoshiharu Global Co. filed an 8-K on Jan 6, 2025, reporting material agreements & equity sales.

AI Summary

Yoshiharu Global Co. filed an 8-K on January 13, 2025, reporting on events that occurred on January 6, 2025. The filing indicates entries into material definitive agreements, unregistered sales of equity securities, and includes financial statements and exhibits. Specific details regarding the nature of these agreements or sales are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate actions by Yoshiharu Global Co., potentially impacting its financial structure and operations.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and unregistered sales of equity securities, which can indicate significant corporate changes or financial transactions that carry inherent risks.

Key Numbers

• 001-41494 — SEC File Number (Identifies the company's filing with the SEC)
• 87-3941448 — IRS Employer Identification No. (Company's tax identification number)

Key Players & Entities

• Yoshiharu Global Co. (company) — Registrant
• January 6, 2025 (date) — Earliest event reported
• January 13, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• 6940 Beach Blvd. , Suite D-705 (address) — Principal executive offices
• Buena Park, CA 90621 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value YOSH The Nasdaq Stock Mar
• $10,000,000 — ligation, to sell to the Investor up to $10,000,000 (the "ELOC Shares") of the Company's Cl
• $25,000.00 — bject to a minimum amount not less than $25,000.00 (calculated using the Initial Purchase
• $300,000.00 — maximum amount up to the lesser of: (i) $300,000.00 (calculated using the Initial Purchase
• $1,100,000 — te in the aggregate principal amount of $1,100,000 (the "Note") for a purchase price of $1
• $1,000,000 — 00 (the "Note") for a purchase price of $1,000,000. The Company will pay a one-time inte
• $5.00 — ice will be equal to the lesser of: (i) $5.00 or (ii) 90% of the lowest dollar volume

Filing Documents

• form8-k.htm (8-K) — 64KB
• ex10-1.htm (EX-10.1) — 427KB
• ex10-2.htm (EX-10.2) — 111KB
• ex10-3.htm (EX-10.3) — 258KB
• ex10-4.htm (EX-10.4) — 145KB
• ex10-5.htm (EX-10.5) — 111KB
• ex10-1_001.jpg (GRAPHIC) — 10KB
• ex10-1_002.jpg (GRAPHIC) — 7KB
• ex10-2_001.jpg (GRAPHIC) — 7KB
• ex10-2_002.jpg (GRAPHIC) — 10KB
• ex10-3_001.jpg (GRAPHIC) — 9KB
• ex10-3_002.jpg (GRAPHIC) — 7KB
• ex10-4_001.jpg (GRAPHIC) — 4KB
• 0001493152-25-001968.txt ( ) — 1599KB
• yosh-20250106.xsd (EX-101.SCH) — 3KB
• yosh-20250106_lab.xml (EX-101.LAB) — 33KB
• yosh-20250106_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 Yoshiharu Global Co. (Exact name of registrant as specified in its charter) Delaware 001-41494 87-3941448 (State or other Jurisdiction of Incorporation) (Commission File No.) (IRS Employer Identification No.) 6940 Beach Blvd. , Suite D-705 Buena Park , CA 90621 (Address of principal executive offices and zip code) (714) 694-2403 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value YOSH The Nasdaq Stock Market LLC (Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Agreement. Equity Line of Credit On January 6, 2025, Yoshiharu Global Co. (the "Company") entered into an equity purchase agreement (the "Purchase Agreement") with Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (the "Investor") pursuant to which the Company shall have the right, but not the obligation, to sell to the Investor up to $10,000,000 (the "ELOC Shares") of the Company's Class A common stock, $0.0001 par value per share ("Class A Common Stock"). The Company may request that the Investor purchase the ELOC Shares at any time during the commitment period commencing on January 6, 2025 (the "Effective Date") and terminating on January 6, 2027. Each issuance and sale by the Company to the Investor under the Purchase Agreement (an "Advance") is to be effectuated by means of a written notice setting forth the ELOC Shares which the Company intends to require the Investor to purchase (the "Advance Notice"), subject to a registration statement being effective for an advance notice to be delivered. The ELOC Shares will be issued and sold to the Investor at a per share price equal to 93% of the lowest volume weighted average price of the Class A Common Stock on the Nasdaq Capital Market ("Nasdaq") during the five trading days following the clearing date of the respective advance shares (the "Initial Purchase Price"). Each Advance is subject to a minimum amount not less than $25,000.00 (calculated using the Initial Purchase Price as defined in the Purchase Agreement) and a maximum amount up to the lesser of: (i) $300,000.00 (calculated using the Initial Purchase Price as defined in the Purchase Agreement) or (ii) 100% of the average of the daily volume traded of the Class A Common Stock on Nasdaq during the ten trading days (excludes the single highest and lowest volume days for the period) immediately preceding the date of delivery of the Advance Notice (the "Advance Notice Date") multiplied by the lowest volume weighted average price of the Class A Common Stock on Nasdaq during the ten trading days immediately preceding the Advance Notice Date. The Advances are subject to certain limitations, including that the Investor cannot purchase any ELOC Shares that would result in it beneficially owning more than 4.99% of the Company's outstanding Class A Common Stock immediately after giving effect to the issuance of the ELOC Shares issuable pursuant to an Advance Notice. The Company has also agreed to pay the Investor a commitment fee equal to 31,948 shares of Class A Common Stock (the "Commitment Shares") in consideration for the Investor's entry into the Purchase Agreement. The Company may terminate the Purchase Agreement at any time upon at least five trading days' notice to the Investor, subject to certain limitations described in the Purchase Agreement. The Purchase Agreement also contains customary representations, warra

View Full Filing

View this 8-K filing on SEC EDGAR