Yoshitsu Co., Ltd (“Yoshitsu” or the “Company”) (Nasdaq: TKLF), a
retailer and wholesaler of Japanese beauty and health products,
sundry products, luxury products, electronic products, as well as
other products in Hong Kong, mainland China, Japan, North America,
and the United Kingdom, today announced that it has entered into
securities purchase agreements with certain institutional investors
providing for the issuance of 5,970,152 American Depositary Shares
(“ADSs”), at a purchase price of $0.67 per ADS, in a registered
direct offering. In a concurrent private placement, the Company
also agreed to sell to the same investors ADS purchase warrants.
Aggregate gross proceeds to the Company for both transactions are
expected to be approximately $4,000,000. The warrants have an
exercise price of $0.67 per ADS, are exercisable immediately, and
will expire 5.5 years following the date of issuance.
Maxim Group LLC is acting as the sole placement
agent in connection with the offering.
The gross proceeds to Yoshitsu Co., Ltd. are
estimated to be $4,000,000 before deducting the placement agent
fees and other offering expenses. The offering is expected to close
on or about January 30, 2024, subject to the satisfaction of
customary closing conditions.
The offering is being made pursuant to an
effective shelf registration statement on Form F-3 (File No.
333-274076) previously filed with the U.S. Securities and Exchange
Commission ("SEC"), which was declared effective on September 8,
2023. The securities may be offered only by means of the prospectus
supplement and the accompanying prospectus that form a part of the
registration statement. Copies of the final prospectus supplement
and accompanying prospectus relating to the registered direct
offering may be obtained, when available, by contacting Maxim Group
LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention:
Prospectus Department, or by telephone at (212) 895-3745 or by
email at syndicate@maximgrp.com. A final prospectus supplement
related to the offering will be filed with the SEC and will be
available free of charge by visiting EDGAR on the SEC's website at
www.sec.gov.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy these securities,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction. Any
offers, solicitations or offers to buy, or any sales of securities
will be made in accordance with the registration requirements of
the Securities Act of 1933, as amended.
About Yoshitsu Co., Ltd.
Headquartered in Tokyo, Japan, Yoshitsu Co., Ltd
is a retailer and wholesaler of Japanese beauty and health
products, sundry products, luxury products, electronic products, as
well as other products in Hong Kong, mainland China, Japan, North
America, and the United Kingdom. The Company offers various beauty
products (including cosmetics, skincare, fragrance, and body care
products), health products (including over-the-counter drugs,
nutritional supplements, and medical supplies and devices), sundry
products (including home goods), luxury products (including branded
watches, perfume, handbags, clothes, and jewelry), electronic
products (including entertainment gaming products), and other
products (including food and alcoholic beverages). The Company
currently sells its products through directly-operated physical
stores, through online stores, and to franchise stores and
wholesale customers. For more information, please visit the
Company's website at https://www.ystbek.co.jp/irlibrary/.
Forward-Looking Statements
Certain statements in this press release are
forward-looking statements, within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and as defined in
the U.S. Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks and
uncertainties and are based on current expectations and projections
about future events and financial trends that the Company believes
may affect its financial condition, results of operations, business
strategy, and financial needs. Investors can identify these
forward-looking statements by words or phrases such as "may,"
"will," "expect," "anticipate," "aim," "estimate," "intend,"
"plan," "believe," "potential," "continue," "is/are likely to," or
other similar expressions. The Company undertakes no obligation to
update forward-looking statements to reflect subsequent occurring
events or circumstances, or changes in its expectations, except as
may be required by law. In addition, there is uncertainty about the
further spread of the COVID-19 virus, or the occurrence of another
wave of cases, and the impact it may have on the Company's
operations, the demand for the Company's products, global supply
chains, and economic activity in general. Although the Company
believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that such
expectations will turn out to be correct, and the Company cautions
investors that actual results may differ materially from the
anticipated results and encourages investors to review other
factors that may affect its future results in the Company's
registration statement and in its other filings with the U.S.
Securities and Exchange Commission.
For more information, please
contact:
Yoshitsu Co., LtdInvestor
Relations DepartmentEmail: ir@ystbek.co.jp
Ascent Investor Relations
LLCTina XiaoPresidentPhone: 1-646-932-7242Email:
investors@ascent-ir.com
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