Yoshiharu Announces Financing Commitments of up to $11.0 Million

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Yoshiharu Global Co.
Yoshiharu Global Co.

Financing Provides Additional Operating Liquidity and Financial Flexibility to Support U.S. and International Expansion Plans

BUENA PARK, Calif., Jan. 13, 2025 (GLOBE NEWSWIRE) -- Yoshiharu Global Co. (NASDAQ: YOSH) (“Yoshiharu” or the “Company”), a restaurant operator specializing in authentic Japanese ramen & rolls, today announced that it has entered into a securities purchase agreement (the “Securities Purchase Agreement”), under which the Company has sold and issued a senior unsecured convertible promissory note in an original principal amount of $1.1 million (the “Note”) to Crom Structured Opportunities Fund I, LP (the “Investor”). The Company also announced that it has entered into an equity purchase agreement (the “Purchase Agreement”) establishing an equity line of credit with Crom Structured Opportunities Fund I, LP, under which the Company will have the right, but not the obligation, to issue and sell to the Investor up to $10.0 million in shares of the Company’s common stock from time to time, subject to certain conditions set forth therein (the “ELOC”).

The Company entered into a Securities Purchase Agreement with the Investor pursuant to which the Company issued and sold to the Investor a 10% Original Issue Discount (“OID”) promissory note in the aggregate principal amount of $1,100,000 (the “Note”) for a purchase price of $1,000,000. The Company will pay a one-time interest charge on the principal amount of the Note at a rate of 5% when such amounts become due and payable. The maturity date of the Note is January 6, 2026, unless repurchased or converted in accordance with its terms prior to such date.

The Investor has the right at any time (subject to certain ownership limitations) to convert all or any portion of the then outstanding and unpaid principal amount of the Note into shares of Class A Common Stock (the “Conversion Shares”). The conversion price will be equal to the lesser of: (i) $5.00 or (ii) 90% of the lowest dollar volume weighted average price on any trading day during the five trading days immediately preceding the conversion date (the “Conversion Price”).

Under the terms of the ELOC, Yoshiharu has the right, but not the obligation, to issue and sell to the Investor up to $10.0 million in shares of the Company’s common stock subject to customary conditions. The Company may request that the Investor purchase the ELOC Shares at any time during the commitment period commencing on January 6, 2025 (the “Effective Date”) and terminating on January 6, 2027, subject to a registration statement being effective for an advance notice to be delivered. Each issuance and sale by the Company to the Investor under the Purchase Agreement (an “Advance”) is to be effectuated by means of a written notice setting forth the ELOC Shares which the Company intends to require the Investor to purchase (the “Advance Notice”). The purchase price under the ELOC is 93% of the lowest VWAP during the 5 trading days following the clearing date of the respective advance shares.


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