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UNITED
STATES
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): July 29, 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.) |
104
Apple Blossom Cir
Brea,
CA 92821
(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 Definitive Agreement.
On
July 29, 2025, Yoshiharu Global Co. (the “Company”) entered into a Convertible Note Subscription Agreement (the “Agreement”)
with Open Innovation Fund (the “Investor”), pursuant to which the Investor agreed to invest $4,400,000 in exchange for a
convertible note from the Company (the “Note”). The Note will mature three (3) years after the issuance date but Investor
shall be permitted to request repayment of the Note on demand at any point after twelve (12) months from the issuance date. The Note
will accrue interest at a rate of seven (7) percent which would be payable semi-annually in arrears. The Agreement provides that the
Note will be convertible into shares of Class A Common Stock, at the option of the Investor, commencing six (6) months after the issuance
date at a conversion price of $1.10 per share. Notwithstanding the foregoing, the conversion price is subject to adjustment to the lower
of the then effective conversion price or 90% of the average closing price of the Company’s Class A Common Stock during the 10
trading days preceding the adjustment date. However, in no event shall the adjusted conversion price be less than $1.00.
The
sums received by the Company will be deposited in a segregated account and shall only be used for the acquisition, development or renovation
of real property located in the state of California. In the event that of the sale of any real property acquired with the proceeds from
the sale of the Note of, the Company shall pay in cash an amount to the Investor equal to three (3%) percent of the net profit with respect
to such sale. The obligations under the Note will be secured by a subordinated lien on the Company’s interest in any real property
acquired with the proceeds of the Note; provided, however, that in note event will the total principal indebtedness on any property exceed
sixty (60%) of the acquisition price of such property.
The
Investor may assign up to forty (40%) percent of the aggregate principal amount of the Note, in whole or in part at any time from August
8, 2026 to July 8, 2027 (the “Option Period”). In exchange for such right they will pay a premium equal to one (1%) percent
of the Note upon its issuance and an additional one (1%) percent upon the earlier of the exercise of such right of the end of the Option
Period.
Additionally,
the aggregate number of shares of the Company’s Class A Common Stock issuable upon conversion of the Note will not exceed 19.99%
of the Company’s total outstanding shares until the Company obtains the requisite shareholder approval in accordance with Nasdaq
Listing Rule 5635(d).
The
Company agreed to file a registration statement on Form S-1 as soon as reasonably practicable after the issuance of the convertible note
and to use commercially reasonable efforts to cause the registration statement to become effective as soon as practicable.
A
copy of the Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures
set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Agreement.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Forward
Looking Statements
This
press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, including without limitation, statements regarding our position to execute on our growth strategy, and our ability to expand
our leadership position. These forward-looking statements include, but are not limited to, the Company’s beliefs, plans, goals,
objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and
statements identified by words such as “expects”, “anticipates”, “intends”, “plans”,
“believes”, “seeks”, “estimates” or words of similar meaning. These forward-looking statements reflect
our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available
to us and on assumptions we have made. Although we believe that our plans, intentions, expectations, strategies and prospects as reflected
in, or suggested by, these forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations
or strategies will be attained or achieved. Forward-looking statements involve inherent risks and uncertainties which could cause actual
results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties
described in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections
of our filings with the SEC including our Form 10-K for the year ended December 31, 2024, and subsequent reports we file with the SEC
from time to time, which can be found on the SEC’s website at www.sec.gov. We caution readers not to place undue reliance upon
any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update these statements
for revisions or changes after the date of this release, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Convertible Note Subscription Agreement dated July 29, 2025 |
| 99.1 |
|
Press Release |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
August 4, 2025
| YOSHIHARU
GLOBAL CO. |
|
| |
|
|
| By: |
/s/
John Oh |
|
| Name:
|
John
Oh |
|
| Title:
|
Chief
Financial Officer |
|
