Form 8-K - Current report
SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): November 21, 2023
name of registrant as specified in its charter)
or other Jurisdiction
Beach Blvd., Suite D-705
Park, CA 90621
of principal executive offices and zip code)
telephone number, including area code)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
|Class A Common Stock, $0.0001
Nasdaq Stock Market LLC
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).
growth company ☒
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 Agreement
November 21, 2023, Yoshiharu Global Co. (the “Company”) entered into an asset purchase agreement (the “Asset Agreement”)
with Mr. Jiyuck Hwang, a restaurant operator (“Seller”) to acquire certain Las Vegas restaurant assets held by Jjanga LLC,
HJH LLC and Ramen Aku LLC for an aggregate $3.6 million. Pursuant to the Asset Agreement, the Company will purchase all or substantially
all of the assets of the following three restaurant entities owned by the Seller: Jjanga, HJH and Aku.
The Company has agreed to pay the Seller $1,800,000 in cash, a promissory note in the principal amount of $600,000 (the “Promissory
Note”) and a convertible note having a principal amount of $1,200,000 which shall be convertible into the Company’s Class
A common stock in accordance with the terms therein (the “Convertible Note”). Additionally, the Company has entered into
an employment agreement with the Seller whereby the Seller will serve as the Managing Director of each restaurant upon consummation of
the Agreement (the “Employment Agreement”). The Asset Agreement also contains customary representations, warranties, indemnification
provisions and closing conditions including the required audit of target assets in accordance with applicable Securities & Exchange
principal sum of the Promissory Note shall be repaid by the Company to the Seller in two equal installments due November 30, 2024 and
November 30, 2025. Each annual installment shall be in the amount of $300,000. The Promissory Note specifies that payments shall be made
without the addition of interest. If the Company fails to make any payments as required, the Promissory Note states that the entire balance
shall become immediately due and payable.
Convertible Note states that the principal sum shall accrue interest at a rate of 0.5% per annum and specifies that the maturity date
is one year from the closing date. The terms of the Convertible Note provide that upon the maturity date, the Seller has the right to
convert any outstanding and unpaid portion of the Convertible Note into the Class A Common stock of the Company. If the Seller chooses
to exercise this right, the conversion price will be 150% of the average of the highest and lowest prices of the Company’s stock
during the five business days immediately after the closing date of the Asset Agreement (the “Conversion Price Formula”).
If the closing stock price on the conversion date is lower than the price produced via the Conversion Price Formula, the Seller shall
have the option to choose the cash receipt of any outstanding and unpaid portion of the Convertible Note or convert any outstanding and
unpaid portion of the Convertible Note into the Company’s stock using the same Conversion Price Formula. If the stock price on
the conversion date is higher than the price produced by the Conversion Price Formula, the Seller shall convert any outstanding and unpaid
portion of the Convertible Note into the Company’s stock. Upon choosing to convert, the Seller must provide written notice to the
Company indicating the portion of the Convertible Note to be converted.
Employment Agreement sets out Mr. Hwang’s position, duties, compensation, employment term and termination rights. Mr. Hwang will
serve as Managing Director of Yoshiharu LV which will manage the new Las Vegas restaurants. He will be paid an annual base salary of
$180,000 with a performance bonus schedule based on how much money in excess of the target EBITDA Yoshiharu LV achieves. Under this performance
incentive program, Mr. Hwang is eligible for Restricted Stock Units worth up to $100,0000. The Employment Agreement specifies that he
will be employed for an initial term of 3 years, beginning immediately after the closing date of the Asset Agreement, subject to extension
or early termination. The termination clause of the Employment Agreement provides that either party may terminate employment with or
without cause upon 60 days written notice to the other party. If Mr. Hwang’s employment is terminated with or without cause, he
is not entitled to receive a severance package.
summaries provided herein of the Asset Agreement, Promissory Note, Convertible Note and the Employment Agreement are qualified in
their entirety by reference to the whole of each instrument, which are filed as Exhibits to this Current Report.
Item 9.01. Financial Statements and Exhibits
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.
November 27, 2023
|YOSHIHARU GLOBAL CO.
|Chief Executive Officer
Yoshiharu Global (NASDAQ:YOSH)
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