8-K: Yoshiharu Global Co. Secures $4.15 Million Through Warrant Sales and Debt Cancellation to Maintain Nasdaq Listing
Summary
- Yoshiharu Global Co. has entered into securities subscription agreements with investors to issue warrants in exchange for debt cancellation and cash payments.
- On March 24, 2025, the company agreed to cancel $2.5 million in debt in exchange for 1,000,000 warrants.
- On March 25, 2025, the company agreed to sell 660,000 warrants for $1.65 million.
- Each warrant is exercisable for one share of Class A common stock at an exercise price of $0.01.
- One subscription agreement provides for warrants for both Class A and Class B Common Stock to be issued.
- The company is obligated to file a registration statement with the SEC within 30 calendar days of filing its annual report on Form 10-K for the year ended December 31, 2024.
- Failure to file the registration statement or obtain requisite stockholder approval within specified timeframes gives investors the option to demand a refund or require the company to assist in filing for an exemption under Rule 144.
- If a refund is necessary, the company must process it within 30 calendar days, with an 8% annual interest accruing on any outstanding amount beyond this period.
- The company believes it has regained compliance with Nasdaq's stockholders equity requirement due to these financing transactions.
- Nasdaq will continue to monitor the company's compliance, and failure to maintain compliance may result in delisting.
Sentiment
Score: 5
Explanation: The sentiment is neutral. While the company is taking action to address its Nasdaq listing deficiency, there are still risks and uncertainties associated with its ability to maintain compliance.
Positives
- The company is taking steps to address its non-compliance with Nasdaq listing requirements.
- The company has secured $4.15 million through warrant sales and debt cancellation.
- The company believes it has regained compliance with Nasdaq's stockholders equity requirement.
- The warrant agreements include provisions to protect investors in case of delays or failures in the registration process.
Negatives
- The company was previously notified by Nasdaq that it was out of compliance with Listing Rule 5550(b)(1).
- The company did not regain compliance within the initial timeframe provided by Nasdaq.
- The company is subject to potential delisting if it fails to maintain compliance with Nasdaq's stockholders equity requirement.
- The company may face financial strain if required to provide refunds to investors due to registration delays or failures.
Risks
- The company may not be able to maintain compliance with Nasdaq listing requirements.
- The company may be subject to delisting from the Nasdaq Capital Market.
- The company may be required to repurchase warrants or refund subscription amounts to investors.
- The company's financial condition may be negatively impacted by the need to generate capital to maintain Nasdaq's continued listing standards.
- The company's ability to issue shares upon exercise of the warrants is contingent upon obtaining stockholder approval.
Future Outlook
The company is focused on regaining and maintaining compliance with Nasdaq listing requirements and will continue to be monitored by Nasdaq.
Management Comments
- The Board of Directors believes the sales price of $2.50 for each Warrant to be in the best interests of the Company in light of its immediate need to generate the requisite capital to maintain Nasdaqs continued listing standards and for other general corporate purposes.
Industry Context
Many small-cap companies face challenges in maintaining Nasdaq listing compliance, often resorting to equity financing or debt restructuring to meet requirements.
Comparison to Industry Standards
- The terms of the warrant agreements, including the exercise price and investor protection clauses, are generally consistent with industry standards for similar financing transactions.
- The company's efforts to regain compliance with Nasdaq listing requirements are similar to those undertaken by other companies facing delisting notices.
- Comparable companies that have faced similar situations include [hypothetical company A] and [hypothetical company B], which also utilized warrant offerings and debt restructuring to improve their financial position and maintain listing status.
Stakeholder Impact
- Shareholders may experience dilution upon exercise of the warrants.
- Employees may be affected by the company's efforts to maintain Nasdaq listing compliance.
- Customers and suppliers may be impacted by the company's financial condition and ability to operate.
Next Steps
- The company must file a registration statement with the SEC within 30 calendar days of filing its annual report on Form 10-K for the year ended December 31, 2024.
- The company must obtain requisite stockholder approval for the issuance of shares upon exercise of the warrants.
- Nasdaq will continue to monitor the company's compliance with listing requirements.
- The company will attend a hearing with the Nasdaq Hearings Panel on April 1, 2025.
Key Dates
- February 18, 2025: Company received notification from Nasdaq regarding potential delisting.
- February 25, 2025: Date of Loan Agreement between Yoshiharu Global Co. and BS1 Fund.
- February 28, 2025: Date of Loan Agreement between Yoshiharu Global Co. and Golden Bridge.
- March 17, 2025: Original Issue Date of the Warrant.
- March 18, 2025: Filing of Form 8-K/A disclosing purchase of Class A common stock for $714,000.
- March 18, 2025: Filing of Form 8-K disclosing purchase of warrants for $1,200,000.
- March 24, 2025: Effective date of securities subscription agreements with BS1 Fund, James Chae, and Golden Bridge.
- March 25, 2025: Date of Subscription Agreements with certain investors to purchase 660,000 warrants for $1,650,000.
- April 1, 2025: Scheduled hearing with Nasdaq Hearings Panel.
- December 31, 2024: Fiscal year end for which the company must file its annual report on Form 10-K.
Keywords
Filings with Classifications
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.
Operational Update
- All Yoshiharu Global Co. restaurant locations will be temporarily closed for approximately three days starting June 13, 2025, delaying normal business operations.
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.
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.
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.
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.
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.
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.
Earnings Release
- The operating loss increased from the prior year, indicating worsening profitability despite revenue growth.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Annual Report
- Construction permits have been significantly delayed, causing the company to incur lease payments prior to the opening of new locations.
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.
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.
Current Report on Form 8-K
- The company did not regain compliance within the initial timeframe provided by Nasdaq.
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.
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.
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.
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.
Current Report Amendment (Form 8-K/A)
- The company is raising capital to maintain its Nasdaq listing, which suggests underlying financial difficulties.
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.
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.
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.
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.
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.
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.
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.
Proxy Statement
- The proposed stock issuances will significantly dilute existing stockholders' ownership and voting power, which is a negative outcome for current investors.
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.
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.
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.
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.
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.
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.
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.
Current Report
- The company's stockholders' equity has fallen below the minimum required for continued listing, indicating a significant financial issue.
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.
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.
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.
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.
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.
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.
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.
Annual Report
- Construction permits have been significantly delayed, causing the company to incur lease payments prior to the opening of new locations.
Current Report
- The company has failed to meet a key reporting deadline, which is a negative signal for investors.
Current Report
- The company's 10-Q filing for the quarter ended March 31, 2024, is delayed.
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.
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.
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.
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.
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.
Annual Results
- Construction permits have been significantly delayed, causing the company to incur lease payments prior to the opening of new locations.
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