YOSH
Yoshiharu Global CO
NASDAQ
8-K: Yoshiharu Global Co. Appoints New Independent Auditor Following SEC Order Against Previous Firm
Sentiment:
Current Report
17 May 2024 5:00 PM
Yoshiharu Global Co. has engaged BCRG Group as its new independent auditor after dismissing BF Borgers CPA PC due to an SEC order barring the firm and its partner.
Worse than expected
The dismissal of the previous auditor due to an SEC order is a negative event that could raise concerns about past financial statements.
Summary
- Yoshiharu Global Co. dismissed BF Borgers CPA PC as their independent auditor on May 7, 2024, following an SEC order that barred BF Borgers and its sole audit partner from practicing before the SEC.
- The company's Audit Committee approved the engagement of BCRG Group as the new independent registered public accounting firm on May 16, 2024.
- During the past two fiscal years and the subsequent interim period, Yoshiharu Global Co. did not consult with BCRG regarding accounting principles or audit opinions, nor were there any disagreements or reportable events.
Sentiment
Score: 4
Explanation: The document indicates a negative event (auditor being barred by the SEC) but the company has taken swift action to rectify the situation. The overall sentiment is cautious.
Positives
- The company has swiftly addressed the issue of their auditor being barred by the SEC by appointing a new firm.
- The transition to a new auditor appears to be smooth with no prior disagreements or reportable events.
Negatives
- The company's previous auditor, BF Borgers, was barred by the SEC, which could raise concerns about past audits.
- The need to change auditors may cause some disruption and additional costs.
Risks
- The SEC order against the previous auditor could lead to scrutiny of past financial statements.
- The change in auditors could potentially delay future financial filings or audits.
Management Comments
- The Audit Committee unanimously approved the dismissal of BF Borgers.
- The Audit Committee approved the engagement of BCRG Group as the new independent auditor.
Industry Context
The change in auditors is a direct result of regulatory action against BF Borgers, which is an unusual event and not a typical industry trend. Companies are expected to maintain independent and compliant auditors.
Comparison to Industry Standards
- The situation is unusual as it is not standard practice for an auditor to be barred by the SEC.
- Most companies change auditors due to performance or cost reasons, not due to regulatory action against the auditor.
- The speed at which Yoshiharu Global Co. appointed a new auditor is in line with best practices for maintaining compliance.
Stakeholder Impact
- Shareholders may be concerned about the implications of the previous auditor being barred by the SEC.
- The company's reputation could be affected by the circumstances surrounding the auditor change.
Next Steps
- BCRG Group will begin their work as the new independent auditor.
- The company will likely need to ensure a smooth transition of audit responsibilities.
Key Dates
- May 3, 2024: The SEC issued an order barring BF Borgers CPA PC and its sole audit partner from practicing before the SEC.
- May 7, 2024: Yoshiharu Global Co.'s Audit Committee approved the dismissal of BF Borgers as their independent auditor.
- May 8, 2024: Yoshiharu Global Co. filed a Current Report on Form 8-K with the SEC regarding the dismissal of BF Borgers.
- May 16, 2024: Yoshiharu Global Co.'s Audit Committee approved the engagement of BCRG Group as their new independent auditor.
- May 17, 2024: The date the report was signed by the Chief Executive Officer.
Keywords
auditor, accounting, SEC, BF Borgers, BCRG Group, financial reporting, audit committee
YOSH
Yoshiharu Global CO
NASDAQ
Sector: TBD
Filings with Classifications
Capital raise
15 July 2025 8:49 AM
Strategic Rebranding and Business Diversification
- The company's differentiated expansion strategy is "rooted in Security Token Offering (STO) and AI-based technologies." This indicates an intention to use STOs as a mechanism for future capital raising to fuel real estate initiatives and growth.
Delay expected
12 June 2025 1:20 PM
Operational Update
- All Yoshiharu Global Co. restaurant locations will be temporarily closed for approximately three days starting June 13, 2025, delaying normal business operations.
Worse than expected
12 June 2025 1:20 PM
Operational Update
- Temporary cessation of all restaurant operations, leading to a halt in revenue generation for approximately three days, which is an immediate negative operational impact.
Capital raise
9 June 2025 4:53 PM
Corporate Governance Update
- The company increased its authorized capital stock from 50,000,000 to 100,000,000 shares, providing the capacity to issue a significant number of new shares. This increase is a prerequisite for potential future capital raises through equity offerings, although no specific capital raise is announced in this filing.
Worse than expected
29 May 2025 5:29 PM
Management Change Announcement
- The resignation of a director, Sungjoon Chae, even if amicable, can be perceived as a negative event impacting board stability.
- The explicit mention of a Nasdaq Listing Rule 5550(b)(1) deficiency and the lack of assurance regarding compliance or delisting relief indicates a significant regulatory challenge that could negatively impact the company's stock and operations.
Capital raise
16 May 2025 10:07 PM
S-1/A Filing
- The document details the potential for the company to receive proceeds from the cash exercise of convertible securities.
- The company may receive proceeds from the sale of Class A common stock to the Selling Stockholder.
Capital raise
15 May 2025 2:27 PM
Quarterly Report
- On January 5, 2024, the Company entered into a Securities Purchase Agreement with Alumni Capital LP, an accredited investor (the Investor), allowing the Company to sell up to $ 5,000,000 in Class A common stock to the Investor, subject to certain conditions including SEC approval of a registration statement.
- On January 6, 2025, the Company issued and sold to Crom Structured Opportunities Fund I, LP, a Delaware limited partnership (Crom) a 10% OID promissory note in the aggregate principal amount of $ 1,100,000 (the Note) for a purchase price of $ 1,000,000.
- Also on January 6, 2025, we entered into an equity purchase agreement (the Purchase Agreement) with Crom (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 Companys Class A common stock, $ 0.0001 par value per share (Class A Common Stock).
- On March 12, 2025, the Company entered into a private placement securities subscription agreement (the GM Private Placement Agreement) with Good Mood Studio, Inc. (Good Mood Studio) pursuant to which Good Mood Studio purchased $ 200,000 worth of the Companys shares of Class A common stock, par value $ 0.0001 per share (Class A Common Stock), at a price per share of $ 2.50 per share, or 80,000 shares of Class A Common Stock (the GM Shares).
- On March 12, 2025, the Company entered into a private placement securities subscription agreement (the BOF Private Placement Agreement) with Blue Ocean Fund (Blue Ocean Fund) pursuant to which Blue Ocean Fund purchased $ 300,000 worth of the Companys Class A Common Stock, at a price per share of $ 2.50 per share, or 120,000 shares of Class A Common Stock (the BOF Shares).
- On March 12, 2025, the Company entered into a private placement securities subscription agreement (the GLF Private Placement Agreement) with Green Light Fund (Green Light Fund) pursuant to which Green Light Fund purchased $ 214,000 worth of the Companys Class A Common Stock, at a price per share of $ 2.50 per share, or 85,600 shares of Class A Common Stock (the GLF Shares).
- On March 17, 2025, the Company entered into securities subscription agreements (the Subscription Agreements) with certain investors pursuant to which the investors purchased an aggregate of 480,000 warrants for a purchase price of $ 1,200,000.
- On March 24, 2025, the Company entered into securities subscription agreements (the Subscription Agreements) with certain investors pursuant to which the investors agreed to cancel indebtedness in an aggregate amount of $ 2,500,000 in exchange for the issuance of an aggregate of 1,000,000 warrants.
- On March 25, 2025, the Company entered into Subscription Agreements with certain investors pursuant to which the investors agreed to pay $ 1,650,000 in aggregate to purchase an aggregate of 660,000 warrants.
- On April 2, 2025, the Company entered into two new securities subscription agreements and amended one securities subscription agreement (the Subscription Agreements) with certain investors pursuant to which the investors purchased an aggregate of 400,000 additional warrants for a purchase price of $ 1,000,000.
- On April 9, 2025, Yoshiharu Global Co., a Delaware corporation (the Company) entered into two new securities subscription agreements (the Subscription Agreements) with certain investors pursuant to which the investors purchased an aggregate of 400,000 additional warrants for an aggregate purchase price of $ 1,000,000.
Worse than expected
15 May 2025 2:27 PM
Quarterly Report
- The company's net loss widened to $1.42 million, or $0.96 per share, compared to a net loss of $0.88 million, or $0.65 per share, in Q1 2024.
- The increased loss is attributed to higher restaurant operating expenses, including food, beverage, and supply costs, as well as increased labor, rent, and utility expenses.
- General and administrative expenses also increased by 37.5% due to higher professional fees.
Worse than expected
6 May 2025 4:52 PM
Earnings Release
- The operating loss increased from the prior year, indicating worsening profitability despite revenue growth.
Capital raise
30 April 2025 5:31 PM
S-1 Filing
- On March 12, 2025, the company entered into private placements with three investors for the sale of Class A common stock at a price of $2.50 per share for gross proceeds of $714,000.
- On March 17, 2025 the company sold penny warrants at a price of $2.50 per share for gross proceeds of $1,200,000.
Capital raise
24 April 2025 1:02 AM
Proxy Statement
- The company entered into subscription agreements with several funds and individuals to cancel indebtedness in exchange for warrants and shares.
- The company is issuing up to an aggregate of 2,720,000 shares of Class A common stock pursuant to various subscription agreements.
- The company is issuing 220,000 shares of Class B common stock to BS1 Fund.
Capital raise
15 April 2025 5:30 PM
Current Report (Form 8-K)
- Yoshiharu Global Co. is raising $1,000,000 through the sale of 400,000 warrants to certain investors.
- The warrants are exercisable for Class A common stock at an exercise price of $0.01 per share.
- The company intends to use the proceeds to maintain Nasdaq listing standards and for general corporate purposes.
Worse than expected
15 April 2025 5:30 PM
Current Report (Form 8-K)
- The company is raising capital to maintain its Nasdaq listing, which suggests underlying financial difficulties.
- The terms of the warrant agreements include provisions for investor refunds if the company fails to meet certain deadlines, indicating potential operational and regulatory risks.
Delay expected
8 April 2025 9:25 PM
Current Report on Form 8-K
- The agreement outlines specific timelines for filing a registration statement with the SEC and obtaining stockholder approval.
- Failure to meet these deadlines triggers investor rights, including the option to demand a refund or require the company to repurchase the warrants or underlying shares.
Worse than expected
8 April 2025 9:25 PM
Current Report on Form 8-K
- The company is raising capital to maintain Nasdaq compliance, which suggests underlying financial difficulties.
- The terms of the warrant agreements include clauses that protect investors in case of delays or failures in the registration process, indicating a higher risk for the company.
Capital raise
8 April 2025 9:25 PM
Current Report on Form 8-K
- The company is raising $1 million through the sale of warrants.
- The warrants are exercisable for shares of Class A common stock.
- The company may need to raise additional capital in the future if it fails to meet its financial obligations or Nasdaq compliance requirements.
Better than expected
2 April 2025 8:45 AM
Quarterly Report
- The company's Q4 revenue and net income were better than the prior year.
- The company regained compliance with NASDAQ listing requirements, which was better than expected.
- The company's full year revenue increased by 39%, which was better than the prior year.
Delay expected
27 March 2025 12:28 AM
Annual Report
- Construction permits have been significantly delayed, causing the company to incur lease payments prior to the opening of new locations.
Capital raise
27 March 2025 12:28 AM
Annual Report
- On January 5, 2024, the company entered into a securities purchase agreement with Alumni Capital LP.
- On January 6, 2025, the company entered into an equity purchase agreement with Crom Structured Opportunities Fund I, LP.
- On March 12, 2025, the company entered into private placements with three investors for the sale of Class A common stock.
- On March 17, 2025, the company sold 480,000 warrants for a purchase price of $1,200,000.
- On March 25, 2025, the Company entered into Subscription Agreements with certain investors pursuant to which the investors agreed to pay $1,650,000 in aggregate to purchase an aggregate of 660,000 warrants.
Worse than expected
27 March 2025 12:28 AM
Annual Report
- The company incurred a net loss of $2.7 million in 2024 compared to a net loss of $3.0 million in 2023.
- The company received a Nasdaq notification letter regarding its stockholders' equity falling below the $2,500,000 minimum.
Capital raise
25 March 2025 5:10 PM
Current Report on Form 8-K
- The company is raising capital through the sale of warrants.
- The company is cancelling debt in exchange for warrants.
- The company has raised $4.15 million through these transactions.
Delay expected
25 March 2025 5:10 PM
Current Report on Form 8-K
- The company did not regain compliance within the initial timeframe provided by Nasdaq.
Delay expected
18 March 2025 5:00 PM
8-K Filing
- The company may be subject to penalties if it fails to file the registration statement with the SEC within 30 days of filing its annual report.
- The company may be subject to penalties if it fails to obtain the Requisite Stockholder Approval within 75 days from the date of the Subscription Agreements.
- The company may be subject to penalties if it fails to remit the refund within 30 days of it exercising its right to a refund.
Worse than expected
18 March 2025 5:00 PM
8-K Filing
- The company is raising capital to maintain Nasdaq listing standards, which suggests it is currently not in compliance.
- The company may be forced to repurchase the warrants or underlying shares at the original purchase price if certain conditions are not met.
Capital raise
18 March 2025 5:00 PM
8-K Filing
- Yoshiharu Global Co. has raised $1.2 million through the sale of warrants to several investors.
- Each warrant is exercisable for one share of the company's Class A common stock at an exercise price of $0.01.
- The company sold 480,000 warrants in total.
Capital raise
18 March 2025 2:30 PM
Current Report Amendment (Form 8-K/A)
- Yoshiharu Global Co. raised $714,000 through private placements with Good Mood Studio, Blue Ocean Fund, and Green Light Fund.
- Good Mood Studio purchased $200,000 worth of shares, Blue Ocean Fund purchased $300,000 worth of shares, and Green Light Fund purchased $214,000 worth of shares.
- The shares were sold at $2.50 per share.
- The funds are intended to help the company maintain its Nasdaq listing and for other general corporate purposes.
Worse than expected
18 March 2025 2:30 PM
Current Report Amendment (Form 8-K/A)
- The company is raising capital to maintain its Nasdaq listing, which suggests underlying financial difficulties.
Capital raise
14 March 2025 11:30 PM
Current Report (Form 8-K)
- Yoshiharu Global Co. raised $714,000 through private placements.
- Good Mood Studio invested $200,000.
- Blue Ocean Fund invested $300,000.
- Green Light Fund invested $214,000.
Worse than expected
21 February 2025 5:00 PM
8-K Filing
- The company received a delisting notice from Nasdaq, indicating a failure to meet minimum financial requirements.
- The company's stock is scheduled to be suspended from trading, which is a negative outcome for shareholders.
Worse than expected
4 February 2025 3:01 PM
S-1 Filing
- The potential dilution to existing shareholders is significant.
- The market price of Yoshiharu's Class A Common Stock could decline due to the sale of a substantial number of shares by Crom.
- The company's reliance on Crom as a source of funding depends on various factors, including the prevailing market price of its Class A Common Stock.
- The company's management has broad discretion over the use of the net proceeds from the sale of shares of Class A Common Stock to the Selling Stockholder, and you may not agree with how we use the proceeds and the proceeds may not be invested successfully.
Capital raise
4 February 2025 3:01 PM
S-1 Filing
- Yoshiharu Global Co. has entered into an equity purchase agreement (EPA) with Crom Structured Opportunities Fund I, LP, allowing the company to sell up to $10 million of its Class A Common Stock to Crom.
- The company has also issued a convertible promissory note to Crom in the original principal amount of $1,100,000.
- The company may receive up to $10 million in gross proceeds pursuant to the EPA and $1,000,000 from the Promissory Note.
- The company intends to use any proceeds from the Selling Stockholder that we receive under the EPA and Note for working capital, strategic and general corporate purposes.
Capital raise
13 January 2025 5:15 PM
Financing Agreement
- The company has secured a $1.1 million financing through a convertible note.
- The company has also entered into an equity purchase agreement for up to $10 million.
Capital raise
20 December 2024 5:25 PM
Current Report
- The company received approval for the potential issuance of more than 19.99% of its Class A Common Stock related to a Securities Purchase Agreement with Alumni Capital LP.
- The company also received approval for the potential issuance of more than 19.99% of its Class A Common Stock to an accredited investor through a common stock purchase agreement and a convertible promissory note.
Worse than expected
22 November 2024 1:17 PM
Proxy Statement
- The proposed stock issuances will significantly dilute existing stockholders' ownership and voting power, which is a negative outcome for current investors.
Capital raise
22 November 2024 1:17 PM
Proxy Statement
- The company is seeking approval to issue more than 19.99% of its Class A Common Stock to Alumni Capital LP under a purchase agreement, potentially raising up to $5 million.
- The company is seeking approval to issue more than 19.99% of Class A Common Stock to an accredited investor through a common stock purchase agreement, potentially raising up to $10 million.
- The company is seeking approval to issue more than 19.99% of Class A Common Stock to an accredited investor through a convertible promissory note, potentially raising up to $1.1 million.
Worse than expected
19 November 2024 4:50 PM
Quarterly Report
- Despite a significant increase in revenue, the company's net loss has increased compared to the same period last year.
- The company's operating expenses have increased, offsetting the revenue gains.
- The company's average unit volumes (AUVs) have decreased compared to the same period last year.
Capital raise
19 November 2024 4:50 PM
Quarterly Report
- The company has a Securities Purchase Agreement with Alumni Capital LP, allowing the sale of up to $5 million in Class A common stock.
- The company closed a $1 million private placement investment on October 2, 2024, to fund expansion into the Korean BBQ segment.
Capital raise
17 September 2024 6:05 AM
S-1/A Amendment
- The document relates to an S-1 filing, which is a registration statement for an initial public offering (IPO), indicating a potential capital raise through the sale of stock to the public.
- The company aims to commence the proposed sale to the public as soon as practicable after the effective date of this registration statement.
Capital raise
9 September 2024 5:23 PM
S-1/A (Amendment to Registration Statement)
- The document details a potential capital raise of up to $5 million through a purchase agreement with Alumni Capital LP.
- The company may sell shares of Class A Common Stock to Alumni Capital LP from time to time at its sole discretion.
- The company intends to use any proceeds from the selling stockholder for working capital, strategic and general corporate purposes.
Capital raise
26 August 2024 4:30 PM
Merger Announcement
- The acquisition includes a $1.2 million convertible note, which could potentially be converted into Class A common stock, representing a potential capital raise.
- The terms of the convertible note allow the seller to convert the debt into shares of the company's stock, which would increase the number of shares outstanding.
Delay expected
26 August 2024 4:30 PM
Merger Announcement
- The document mentions that the Seller Carry Loan Note was revised to correct the two repayment dates from November 30, 2024 to April 12, 2025 and from November 30, 2025 to April 12, 2026.
Better than expected
26 August 2024 4:30 PM
Merger Announcement
- The document indicates that the company expects to break even in the second half of 2024 and become profitable in 2025, which is a better outlook than the current financial situation.
Worse than expected
23 August 2024 4:15 PM
Current Report
- The company's stockholders' equity has fallen below the minimum required for continued listing, indicating a significant financial issue.
Capital raise
19 August 2024 8:25 AM
Quarterly Report
- The company has a Securities Purchase Agreement with Alumni Capital LP, allowing the company to sell up to $5,000,000 in Class A common stock.
- The company issued 12,745 shares of Class A Common Stock as commitment shares pursuant to this agreement.
Worse than expected
19 August 2024 8:25 AM
Quarterly Report
- Despite increased revenue, the company's net loss continues, indicating that the company is not yet profitable.
- The company's labor and rent expenses are increasing at a higher rate than revenue, impacting profitability.
- The company has identified material weaknesses in its internal controls over financial reporting.
Delay expected
13 August 2024 8:07 PM
Quarterly Report
- The company received a notification from Nasdaq indicating that the company failed to comply with the filing requirement of Listing Rule 5250(c)(1) due to its delayed Form 10-Q for the quarter ending March 31, 2024.
Capital raise
13 August 2024 8:07 PM
Quarterly Report
- The company entered into a Securities Purchase Agreement with Alumni Capital LP, allowing the company to sell up to $5,000,000 in Class A common stock.
- The company will issue 24,950 shares of Common Stock to the Investor as consideration.
- On January 9, 2024, Yoshiharu Global Co. issued 12,745 shares of Class A Common Stock as commitment shares pursuant to this agreement.
Worse than expected
13 August 2024 8:07 PM
Quarterly Report
- The company reported a net loss of $876,205, indicating that the company is not yet profitable.
- The company identified material weaknesses in its internal controls over financial reporting.
- The company received a notification from Nasdaq for failing to file its 10-Q on time.
Delay expected
30 July 2024 6:40 PM
Annual Report
- Construction permits have been significantly delayed, causing the company to incur lease payments prior to the opening of new locations.
Worse than expected
30 July 2024 6:40 PM
Annual Report
- The company's net loss increased from $3.5 million in 2022 to $3.0 million in 2023.
- The company's average unit volume (AUV) decreased from $1.2 million in 2022 to $1.1 million in 2023.
- The company's comparable restaurant sales growth decreased from 9.9% in 2022 to -0.8% in 2023.
Capital raise
30 July 2024 6:40 PM
Annual Report
- The company entered into a securities purchase agreement with Alumni Capital LP, allowing the company to sell up to $5,000,000 in Class A common stock.
- The company may need to raise additional capital in the future to meet its growth plans.
Worse than expected
27 June 2024 5:00 PM
Current Report
- The company has failed to meet a key reporting deadline, which is a negative signal for investors.
Delay expected
27 June 2024 5:00 PM
Current Report
- The company's 10-Q filing for the quarter ended March 31, 2024, is delayed.
Delay expected
17 June 2024 2:30 PM
Merger Announcement
- The acquisition was delayed from the original agreement date of November 21, 2023, to allow for separate closings of the restaurants at the request of a lender.
Worse than expected
17 May 2024 5:00 PM
Current Report
- The dismissal of the previous auditor due to an SEC order is a negative event that could raise concerns about past financial statements.
Capital raise
19 April 2024 5:01 PM
S-1 Registration Statement
- Yoshiharu Global Co. has entered into a purchase agreement with Alumni Capital LP, where Alumni Capital LP has committed to purchase up to $5,000,000 of shares of Class A Common Stock.
- The company may sell shares to Alumni Capital LP from time to time during the term of the purchase agreement.
- The purchase price of the shares will be based on the market price of the Class A Common Stock at the time of the sale, with a discount applied.
- The company intends to use any proceeds from the selling stockholder for working capital, strategic and general corporate purposes.
Delay expected
1 April 2024 4:00 PM
Annual Results
- Construction permits have been significantly delayed, causing the company to incur lease payments prior to the opening of new locations.
Capital raise
1 April 2024 4:00 PM
Annual Results
- The company has the right, but not the obligation, to sell up to $5,000,000 in shares of Class A Common Stock to Alumni Capital LP.
- The company expects to rely on equipment financing, cash flows from operations, and future offerings to meet capital needs.
Worse than expected
1 April 2024 4:00 PM
Annual Results
- The company's net loss increased from $3.5 million in 2022 to $3.0 million in 2023.
- The average unit volume (AUV) decreased from $1.2 million in 2022 to $1.1 million in 2023.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.