Coyuchi 1-A POS Offering $48.00 mm in Equity

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Form 1-A Issuer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-A REGULATION A OFFERING STATEMENT UNDER THE SECURITIES ACT OF 1933	OMB APPROVAL
FORM 1-A		OMB Number:  3235-0286 Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK	0001928494
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-11888
Is this a LIVE or TEST Filing?	LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name

Phone

E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter	Coyuchi, Inc.
Jurisdiction of Incorporation / Organization	CALIFORNIA
Year of Incorporation	1991
CIK	0001928494
Primary Standard Industrial Classification Code	APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL
I.R.S. Employer Identification Number	68-0263042
Total number of full-time employees	36
Total number of part-time employees	0

Contact Infomation

Address of Principal Executive Offices

Address 1	1400 Tennessee Street, Unit 1
Address 2
City	San Francisco
State/Country	CALIFORNIA
Mailing Zip/ Postal Code	94107
Phone	888-418-8847

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name	Spencer G. Feldman, Esq.
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Industry Group (select one) Banking Insurance Other

Balance Sheet Information

Cash and Cash Equivalents	$ 2959119.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 897738.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 1029102.00
Property and Equipment	$
Total Assets	$ 24948914.00
Accounts Payable and Accrued Liabilities	$ 8284228.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 4750000.00
Total Liabilities	$ 17258485.00
Total Stockholders' Equity	$ 7690429.00
Total Liabilities and Equity	$ 24948914.00

Income Statement Information

Total Revenues	$ 32334977.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 14101838.00
Total Interest Expenses	$
Depreciation and Amortization	$ 330402.00
Net Income	$ -363762.00
Earnings Per Share - Basic	$ -0.08
Earnings Per Share - Diluted	$ -0.08

Name of Auditor (if any) LJ Soldinger Associates, LLC 

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity	Common Stock
Common Equity Units Outstanding	12220116
Common Equity CUSIP (if any):	000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Series A Preferred Stock
Preferred Equity Units Outstanding	512789
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Series A1 Preferred Stock
Preferred Equity Units Outstanding	0
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Series B Preferred Stock
Preferred Equity Units Outstanding	6036922
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Series B1 Preferred Stock
Preferred Equity Units Outstanding	0
Preferred Equity CUSIP (if any)	000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity

Preferred Equity Name of Class (if any)	Series C Preferred Stock
Preferred Equity Units Outstanding	4139172
Preferred Equity CUSIP (if any)	224087205
Preferred Equity Name of Trading Center or Quotation Medium (if any)	None

Debt Securities

Debt Securities Name of Class (if any)	None
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):	000000000
Debt Securities Name of Trading Center or Quotation Medium (if any)	None

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

• Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
• Principal place of business is in the United States or Canada.
• Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
• Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
• Not an investment company registered or required to be registered under the Investment Company Act of 1940.
• Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
• Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
• Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
• Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited	Unaudited Audited

Types of Securities Offered in this Offering Statement (select all that apply)

Equity (common or preferred stock) 

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	Yes No
Does the issuer intend this offering to last more than one year?	Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	Yes No
Will the issuer be conducting a best efforts offering?	Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	Yes No
Number of securities offered	14814815
Number of securities of that class outstanding	4139172

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security	$ 3.6000
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 48000000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 48000000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider		Underwriters - Fees	$
Sales Commissions - Name of Service Provider	Dalmore Group, LLC	Sales Commissions - Fee	$ 395000.00
Finders' Fees - Name of Service Provider		Finders' Fees - Fees	$
Accounting or Audit - Name of Service Provider	LJ Soldinger Associates, LLC; Burr Pilger Mayer (BPM)	Accounting or Audit - Fees	$ 455000.00
Legal - Name of Service Provider	Olshan Frome Wolosky LLP; GCA Law Partners LLP	Legal - Fees	$ 465000.00
Promoters - Name of Service Provider	Manhattan Street Capital; Issuance, Inc.	Promoters - Fees	$ 480000.00
Blue Sky Compliance - Name of Service Provider	Agile Legal Services	Blue Sky Compliance - Fees	$ 15000.00
CRD Number of any broker or dealer listed:	136352

Estimated net proceeds to the issuer	$ 45250000.00
Clarification of responses (if necessary)	We expect that the amount of expenses of the offering that we will pay if all offered shares are sold will be approximately $2,750,000.

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING DISTRICT OF COLUMBIA PUERTO RICO

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
Same as the jurisdictions in which the issuer intends to offer the securities
Selected States and Jurisdictions	ALABAMA ALASKA ARIZONA ARKANSAS CALIFORNIA COLORADO CONNECTICUT DELAWARE FLORIDA GEORGIA HAWAII IDAHO ILLINOIS INDIANA IOWA KANSAS KENTUCKY LOUISIANA MAINE MARYLAND MASSACHUSETTS MICHIGAN MINNESOTA MISSISSIPPI MISSOURI MONTANA NEBRASKA NEVADA NEW HAMPSHIRE NEW JERSEY NEW MEXICO NEW YORK NORTH CAROLINA NORTH DAKOTA OHIO OKLAHOMA OREGON PENNSYLVANIA RHODE ISLAND SOUTH CAROLINA SOUTH DAKOTA TENNESSEE TEXAS UTAH VERMONT VIRGINIA WASHINGTON WEST VIRGINIA WISCONSIN WYOMING DISTRICT OF COLUMBIA PUERTO RICO

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer	Coyuchi, Inc.
(b)(1) Title of securities issued	(1) Series C Preferred Stock and Common Stock issued in Series C Preferred Stock Exchange, (2) 7-Year Cashless Exercise Warrants, (3) Common Stock issued upon exercise of Options, (4) Options
(2) Total Amount of such securities issued	4315030
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	In connection with the Series C Preferred Stock Exchange, 3,703,703 shares of Series C Preferred Stock were issued in exchange for the tender by existing stockholders of (1) 141,758 shares of Series A Preferred Stock, (2) 829,490 shares of Series A1 Preferred Stock, (3) 2,410,762 shares of Series B Preferred Stock, and (4) 321,693 shares of Series B1 Preferred Stock. In connection with the Series C Preferred Stock Exchange, 11,029,311 shares of Common Stock were issued as a result of the conversion to Common Stock by existing stockholders of (1) 160,036 shares of Series A Preferred Stock, (2) 3,937,047 shares of Series A1 Preferred Stock, (3) 5,405,364 shares of Series B Preferred Stock, and (4) 1,526,864 shares of Series B1 Preferred Stock. 7-Year Cashless Exercise Warrants to purchase 67,022 shares of Common Stock at an exercise price of $2.25 per share were issued to Manhattan Street Capital in connection with the Company's engagement of Manhattan Street Capital for the use of its online platform for this offering. 104,305 shares of Common Stock were issued to officers upon the exercise of Options granted as compensation under the 2020 Stock Plan. Options to purchase 440,000 shares of Common Stock were granted to officers as compensation under the 2020 Stock Plan.
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(d) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption Section 4(a)(2) of the Securities Act; Rule 701 of the Securities Act