Welcome to our dedicated page for Yoshiharu Global Co. SEC filings (Ticker: YOSH), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Vestand Inc. filings document the public-company transition from Yoshiharu Global Co., including the certificate amendment for the corporate name change, Nasdaq ticker change, and Class A common stock listing status. Recent Form 8-K disclosures also address Nasdaq periodic-reporting deficiencies tied to delinquent reports and a financial restatement.
The company’s filings cover governance and operating-continuity matters, including director and officer departures and the temporary suspension of restaurant operations. They also record material definitive agreements, convertible-note financing, direct financial obligations, subsidiary-level strategic agreements, Regulation FD releases, and capital-structure matters relevant to the former restaurant operator’s move toward real estate and digital-asset initiatives.
Yoshiharu Global Co. reported that on August 6, 2025, Board member James Chae notified the company of his intention to resign from the Board, effective immediately. The company stated that his departure was not due to any disagreement with management or the Board, indicating it was not tied to a dispute over company operations, policies, or practices.
Yoshiharu Global Co. (YOSH) signed a $4.4 million Convertible Note Subscription Agreement with Open Innovation Fund on 29 Jul 2025. The three-year note bears 7% interest, paid semi-annually, and may be called for cash repayment by the investor any time after 12 months. Starting six months after issuance, the investor can convert the note into Class A shares at $1.10, subject to a reset to the lower of the prevailing conversion price or 90% of the 10-day average, but never below $1.00.
Conversion is capped at 19.99% of outstanding shares until shareholder approval under Nasdaq Rule 5635(d). Proceeds are restricted to a segregated account for acquiring, developing or renovating California real estate; each property’s total debt cannot exceed 60% of its purchase price. The note is secured by a subordinated lien on any property bought with the funds, and the investor will receive 3% of net profits on related property sales. An assignment right covering up to 40% of principal is available between 8 Aug 2026 and 8 Jul 2027, with a 1% upfront and 1% deferred premium. Yoshiharu will file an S-1 to register the underlying shares. Exhibit 10.1 contains the full agreement.
Yoshiharu Global Co (NASDAQ: YOSH) announced the nomination of Jae-Eun Song to its Board of Directors on June 15, 2025. Ms. Song, 46, brings over 15 years of multi-industry experience with particular expertise in hospitality and business operations.
Key background highlights for the new director:
- Currently serves as Manager of Bento Woman since September 2019
- Expertise in catering, restaurant management, and administrative roles
- Bilingual in Korean and English
- Holds a bachelor's degree in Hospitality Management from Madonna University
- Certified in food safety by the National Restaurant Association
The company confirmed there are no special arrangements regarding Ms. Song's nomination, no family relationships with other executives or board members, and no transactions requiring disclosure under Item 404(a) of Regulation S-K. As an emerging growth company, Yoshiharu continues to strengthen its leadership team with experienced industry professionals.