8-K: Yoshiharu Global Co. Secures $714,000 in Private Placement to Maintain Nasdaq Listing

Yoshiharu Global Co. enters into private placement agreements to raise $714,000 by selling shares of Class A common stock to three investors.

Summary

• Yoshiharu Global Co. has entered into private placement securities subscription agreements with Good Mood Studio, Blue Ocean Fund, and Green Light Fund on March 10, 2025.
• The company will sell shares of Class A common stock at $2.50 per share.
• Good Mood Studio purchased $200,000 worth of shares (80,000 shares).
• Blue Ocean Fund purchased $300,000 worth of shares (120,000 shares).
• Green Light Fund purchased $214,000 worth of shares (85,600 shares).
• The total amount raised through these private placements is $714,000.
• The company is obligated to file a registration statement with the SEC within 30 days of filing its annual report on Form 10-K for the year ended December 31, 2024.
• If the registration statement is not filed on time or is denied, withdrawn, or not declared effective within 120 days of filing, the investors have the option to request assistance in filing for an exemption under Rule 144 or demand a repurchase of the shares or a full refund.
• If a refund is necessary, the company must process it within 30 days, and any delay will incur an 8% annual interest rate.
• The Board of Directors believes the sales price of $2.50 for each of the private placements 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.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the company successfully raised capital, it was necessary to maintain Nasdaq listing, indicating underlying financial challenges. The terms of the agreement include potential penalties for the company.

Positives

• The private placements provide Yoshiharu Global Co. with $714,000 in capital.
• The funds are intended to help the company maintain its Nasdaq listing and for other general corporate purposes.
• The agreements include standard investor protections, such as repurchase or refund options if registration is delayed or ineffective.

Negatives

• The company faces penalties, including potential repurchase or refund obligations and accruing interest at 8%, if it fails to meet the registration deadlines.
• The need for these private placements suggests potential financial challenges in maintaining Nasdaq listing standards.

Risks

• Failure to file the registration statement on time could trigger repurchase or refund obligations.
• The company's ability to provide refunds is subject to its financial capability, as verified by an independent audit.
• There is no guarantee that the company will meet Nasdaq Listing Rule 5550(b)(1) during any compliance period or otherwise in the future.
• There is no assurance that the Company will otherwise meet Nasdaq compliance standards.
• There is no assurance that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief.

Future Outlook

The company's future outlook is tied to its ability to maintain Nasdaq listing compliance and successfully register the shares sold in the private placements.

Management Comments

• The Board of Directors believes the sales price of $2.50 for each of the private placements 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

Private placements are a common method for companies, especially smaller ones, to raise capital quickly, but they often come with restrictions and potential penalties if regulatory requirements are not met.

Comparison to Industry Standards

• The terms of the private placement agreements, including the repurchase options and interest on delayed refunds, are fairly standard for this type of transaction.
• Similar companies facing Nasdaq compliance issues often resort to private placements or other forms of equity financing.
• The 8% interest rate on delayed refunds is within the typical range for such penalties in private placement agreements.

Stakeholder Impact

• Shareholders may experience dilution due to the issuance of new shares.
• The capital raise aims to maintain the company's Nasdaq listing, which is important for shareholder value.
• The company's ability to meet its obligations under the private placement agreements will impact its financial stability.

Next Steps

• The company must file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The company must file a registration statement with the SEC within 30 days of filing its annual report.
• The company must monitor its compliance with Nasdaq listing standards.

Key Dates

Keywords

private placement, securities, Yoshiharu Global Co., Nasdaq, registration statement, common stock, capital raise, accredited investors