Yoshiharu Global Co. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 3.03 Material Modification to Rights of Security Holders.
On July 18, 2025, Yoshiharu Global Co., a Delaware corporation (the “Company announced a 4 for 1 forward stock split of the Company’s Class A and Class B Common Stock, whereby for each share of Common Stock held, the holder will receive three additional shares in the respective class.
At the effective time of the forward stock split, each holder of one share of Class A Common Stock outstanding on July 28, 2025, the record date for the stock split, will receive a dividend of three additional shares of common stock for each then-held share. The additional shares of common stock are expected to be distributed after market close on July 30, 2025, with no change to the par value of $0.001 per share. The Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “YOSH” and will begin trading on a post-split basis when the market opens on July 31, 2025.
Item 7.01 Regulation FD Disclosure.
On July 18, 2025, the Company issued a press release announcing a 4 for 1 forward stock split of the Company’s Class A and Class B Common Stock, whereby for each share of Common Stock held, the holder will receive three additional shares in the respective class.
At the effective time of the forward stock split, each holder of one share of Class A Common Stock outstanding on July 28, 2025, the record date for the stock split, will receive a dividend of three additional shares of common stock for each then-held share. The additional shares of common stock are expected to be distributed after market close on July 30, 2025, with no change to the par value of $0.001 per share. The Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “YOSH” and will begin trading on a post-split basis when the market opens on July 31, 2025.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.
The information included in this Item 7.01 of this Current Report, including the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 filings with the SEC including our Form 10-K for the year ended December 31, 2024, and subsequent reports we file with the SEC from time to time, which can be found on the SEC’s website at www.sec.gov. 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.
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: July 18, 2025
| YOSHIHARU GLOBAL CO. | ||
| By: | /s/ John Oh | |
| Name: | John Oh | |
| Title: | Chief Financial Officer | |