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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): November 20, 2023
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.) |
6940
Beach Blvd., Suite D-705
Buena
Park, CA 90621
(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
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On
November 22, 2023, Yoshiharu Global Co. (the “Company”) filed a Certificate of Amendment (the “Certificate of
Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of its issued
Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and Class B common stock, par value $0.0001 per
share (“Class B Common Stock” and, together with Class A common Stock, “Common Stock”), in the ratio of 1-for-10
(the “Reverse Stock Split”) to be effective at 11:59 p.m. eastern on November 27, 2023. The Common Stock will begin
trading on a split-adjusted basis at the market open on Tuesday, November 28, 2023.
The
Reverse Stock Split and the form of Certificate of Amendment were previously approved by the Company’s Board of Directors and the
Company’s stockholders (as noted below). The new CUSIP number for the Common Stock following the Reverse Stock Split is 98740Y
302. No fractional shares will be issued as a result of the Reverse Stock Split. Instead, any fractional shares that would have resulted
from the Reverse Stock Split will be rounded up to the next whole number. The Reverse Stock Split affects all stockholders uniformly
and will not alter any stockholder’s percentage interest in the Company’s outstanding Common Stock, except for adjustments
that may result from the treatment of fractional shares. The number of authorized shares of Common Stock of the Company and number of
authorized, issued, and outstanding shares of the preferred stock of the Company were not changed.
The
above description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the
full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
An
annual meeting (the “Annual Meeting”) of the stockholders of the Company was held on November 20, 2023. As of October 20,
2023, the record date for the Annual Meeting, 11,940,000 shares of Class A Common Stock were issued and outstanding and 1,000,000 shares
of Class B Common Stock were issued and outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set
forth below. The voting results reported below are final.
Proposal
No. 1
The
Company’s stockholders elected James Chae, Jay Kim, Harinne Kim and Yusil Yeo to the Company’s Board of Directors, to hold
office until the 2024 annual meeting of stockholders or until his or her successor shall have been duly elected or appointed and qualify,
based upon the following votes:
Nominee |
|
Votes
“FOR” |
|
Votes
WITHHELD |
James
Chae |
|
17,574,189 |
|
86,601 |
Jay
Kim |
|
17,573,568 |
|
87,222 |
Harinne
Kim |
|
17,599,684 |
|
61,106 |
Yusil
Yeo |
|
17,569,360 |
|
91,430 |
Proposal
No. 2
The
Company’s stockholders ratified the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2024, based upon the following votes:
Votes
“FOR” |
|
Votes
AGAINST |
|
Votes
ABSTAINED |
|
BROKER
NON-VOTES |
17,617,734 |
|
7,164 |
|
35,892 |
|
— |
Proposal
No. 3
The
Company’s stockholders approved a reverse stock split of the Class A Common Stock and Class B Common Stock at a ratio of not more
than 1-for-40, such ratio to be determined by the Board of Directors on or prior to December 31, 2023, in its sole discretion:
Votes
“FOR” |
|
Votes
AGAINST |
|
Votes
ABSTAINED |
|
BROKER
NON-VOTES |
17,484,450 |
|
176,228 |
|
112 |
|
— |
On
November 24, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished
herewith as Exhibit 99.1 to the Current Report on Form 8-K.
Item
9.01. |
Financial
Statements and Exhibits |
(d)
Exhibits.
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:
November 24, 2023
|
YOSHIHARU
GLOBAL CO. |
|
|
|
By: |
/s/
James Chae |
|
Name:
|
James
Chae |
|
Title:
|
Chief
Executive Officer |
Exhibit 3.1
CERTIFICATE
OF AMENDMENT
TO
THE
AMENDED AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
YOSHIHARU
GLOBAL CO.
Yoshiharu
Global Co. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation
Law of the State of Delaware (the “DGCL”), does hereby certify:
FIRST.
The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing Article IV, so that, as amended,
Section 4.1 shall become Section 4.1(a) and the following shall be added as Section 4.1(b):
“(b)
Reverse Stock Split. Effective at 11:59 p.m., Eastern Time, on November 27, 2023 (the “Reverse Split Effective
Time”), every ten (10) shares of Class A Common Stock issued and outstanding or held by the Corporation as treasury shares
as of the Reverse Split Effective Time shall automatically, and without action on the part of the stockholders, be combined, reclassified
and changed into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock, without effecting a change to the
par value per share of Class A Common Stock; and every ten (10) shares of Class B Common Stock issued and outstanding or held by the
Corporation as treasury shares as of the Reverse Split Effective Time shall automatically, and without action on the part of the stockholders,
be combined, reclassified and changed into one (1) validly issued, fully paid and non-assessable share of Class B Common Stock, without
effecting a change to the par value per share of Class B Common Stock, in each case, subject to the treatment of fractional interests
as described below (the “Reverse Split”). No fractional shares shall be issued in connection with the exchange. In
lieu thereof, any person who holds a fraction of one (1) share of Class A Common Stock or Class B Common Stock after the exchange shall
have their fraction of one (1) share rounded up to the nearest whole fraction of one (1) share of Class A Common Stock or Class B Common
Stock, respectively. As of the Reverse Split Effective Time and thereafter, a certificate(s) representing shares of Class A Common Stock
or Class B Common Stock prior to the Reverse Split is deemed to represent the number of post-Reverse Split shares into which the pre-Reverse
Split shares were reclassified and combined. The Reverse Split shall also apply to any outstanding securities or rights convertible into,
or exchangeable or exercisable for, Class A Common Stock or Class B Common Stock of the Corporation and all references to such Class
A Common Stock and Class B Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase
or acquire shares of Class A Common Stock or Class B Common Stock shall be deemed to be references to the Class A Common Stock or Class
B Common Stock, as applicable, or options or rights to purchase or acquire shares of Class A Common Stock or Class B Common Stock, as
the case may be, after giving effect to the Reverse Split.”
SECOND.
That a resolution was duly adopted by unanimous written consent of the directors of the Corporation, pursuant to Section 242 of the DGCL,
setting forth the above mentioned amendment to the Amended and Restated Certificate of Incorporation and declaring said amendment to
be advisable.
THIRD.
That this amendment was duly authorized by the holders of a majority of the voting stock of the Corporation by written consent of the
stockholders of the Corporation. Said amendment was duly adopted in accordance with the provisions of the DGCL.
IN
WITNESS WHEREOF, this Certificate of Amendment of the Amended and Restated Certificate of Incorporation has been signed by the Chief
Executive Officer of the Corporation this 22nd day of November, 2023.
YOSHIHARU
GLOBAL CO. |
|
|
|
By: |
/s/
James Chae |
|
Name: |
James
Chae |
|
Title: |
Chief
Executive Officer |
|
Exhibit
99.1
Yoshiharu
to Conduct 1-for-10 Reverse Stock Split
BUENA
PARK, CA – November 24, 2023 - Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”),
a California-based restaurant operator specializing in authentic Japanese ramen, today announced that it will conduct a reverse stock
split of its outstanding shares of Class A common stock and Class B common stock at a ratio of 1-for-10. The reverse stock split will
become effective at 11:59 p.m. Eastern Time, on November 27, 2023. The Company’s Class A common stock will begin trading
on a post-split basis at the market open on November 28, 2023, under the Company’s existing trading symbol “YOSH.”
The reverse stock split is part of the Company’s plan to regain compliance with the Minimum Bid Price Requirement of $1.00 per
share required to maintain continued listing on The Nasdaq Capital Market, among other benefits.
The
reverse stock split was approved by the Company’s stockholders at the Annual Meeting of Stockholders held on November 20, 2023,
to be effected in the board of directors (the “Board”) of the Company’s discretion within approved parameters. The
final ratio was approved by the Company’s Board on November 20, 2023.
The
reverse stock split reduces the number of shares of the Company’s issued and outstanding Class A common stock from 11,940,000 shares
to 1,194,000 shares and the number of shares of the Company’s issued and outstanding Class B common stock from 1,000,000 to 100,000
shares, in each case, subject to adjustment due to fractional shares. As a result of the reverse stock split, proportionate adjustments
will be made to the number of shares of the Company’s common stock underlying the Company’s outstanding equity awards and
warrants and the number of shares issuable under the Company’s equity incentive plans and other existing agreements, as well as
the applicable exercise prices.
Where
the reverse stock split results in a fractional share, the number of new common shares issued will be rounded up to the nearest whole
share. No fractional shares will be issued. The reverse stock split will not reduce the authorized number of shares of the Company’s
capital stock.
About
Yoshiharu Global Co.
Yoshiharu
is a fast-growing restaurant operator and was born out of the idea of introducing the modernized Japanese dining experience to customers
all over the world. Specializing in Japanese ramen, Yoshiharu gained recognition as a leading ramen restaurant in Southern California
within six months of its 2016 debut and has continued to expand its top-notch restaurant service across Southern California, currently
owning and operating nine restaurants.
For
more information, please visit www.yoshiharuramen.com.
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 recent filings with the Securities and Exchange Commission (“SEC”) which can be found on the SEC’s website at
www.sec.gov. Such risks, uncertainties, and other factors include, but are not limited to, the risk that we may not be able to successfully
implement our growth strategy if we are unable to identify appropriate sites for restaurant locations, expand in existing and new markets,
obtain favorable lease terms, attract guests to our restaurants or hire and retain personnel; that our operating results and growth strategies
will be closely tied to the success of our future franchise partners and we will have limited control with respect to their operations;
the risk that we may face negative publicity or damage to our reputation, which could arise from concerns regarding food safety and foodborne
illness or other matters; that minimum wage increases and mandated employee benefits could cause a significant increase in our labor
costs; We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. 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.
Investor
Relations Contact:
Cody
Cree and John Yi
Gateway
Group, Inc.
949-574-3860
YOSH@gateway-grp.com
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