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Vestand Receives Nasdaq Notification Regarding Late 10-K Filing and Continued Listing Requirements

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Vestand (NASDAQ: VSTD) received a Nasdaq notice dated April 23, 2026 saying it has not filed its Form 10-K for the period ended December 31, 2025, and therefore does not comply with Nasdaq Listing Rule 5250(c)(1). The notice said there is no immediate effect on the listing.

The company previously received a deficiency notice for a missing Form 10-Q for the quarter ended September 30, 2025. Vestand expects to submit a plan to regain compliance that would allow compliance by May 18, 2026, but said there is no assurance of filing, extension, or meeting continued listing requirements.

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Positive

  • Nasdaq notice does not have immediate effect on Class A listing
  • Company expects to submit a compliance plan to Nasdaq by May 18, 2026

Negative

  • Delinquent on Form 10-K for period ended December 31, 2025
  • Previously received deficiency for missing Form 10-Q for September 30, 2025
  • No assurance Nasdaq will grant an extension or continued listing

News Market Reaction – VSTD

-9.32%
4 alerts
-9.32% Session close to close
-3.6% Trough Tracked
$5.46M Market Cap
0.4x Rel. Volume

In the Apr 30 session, VSTD declined 9.32%, reflecting a notable negative market reaction. Argus tracked a trough of -3.6% from its starting point during tracking. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -9.3% in the session following this news. A negative reaction despite the lack of im...
Analysis

The stock moved -9.3% in the session following this news. A negative reaction despite the lack of immediate delisting fits the pattern seen after the prior Nasdaq notice, which coincided with a -2.75% move. The update confirms a second delinquency and continuing uncertainty around the Form 10-K timeline and compliance plan by May 18, 2026. Regulatory filings about restatements and minimum bid deficiencies add to perceived risk that prolonged delays or failure to meet Nasdaq criteria could pressure sentiment further.

Key Figures

Compliance deadline: May 18, 2026 Listing rule: Rule 5250(c)(1) Convertible note size: $4,400,000 +2 more
5 metrics
Compliance deadline May 18, 2026 Date by which Vestand expects to regain Nasdaq periodic filing compliance
Listing rule Rule 5250(c)(1) Nasdaq periodic filing requirement cited in latest and prior notices
Convertible note size $4,400,000 Total subscription amount in financing agreement disclosed on <b>Dec 17, 2025</b>
Funded tranche $2,900,000 Portion of the convertible note that was funded by investor
Unfunded tranche terminated $1,500,000 Investor’s unfunded commitment ended per Partial Termination Confirmation

Historical Context

1 past event · Latest: Dec 02 (Negative)
Pattern 1 events
Date Event Sentiment 24h Move Catalyst
Dec 02 Nasdaq notice Negative -2.8% Nasdaq deficiency notice for late Form 10-Q and loss of rule 5250(c)(1) compliance.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Prior Nasdaq noncompliance news on delayed filings coincided with a negative price reaction.

Recent Company History

In the last six months, Vestand reported Nasdaq noncompliance for a late Form 10-Q for the period ended Sep 30, 2025, which saw a -2.75% one-day move after the notice on Dec 2, 2025. That earlier notice outlined a potential compliance window through May 18, 2026. Today’s update about an additional delinquency on the Form 10-K extends this pattern of reporting delays and regulatory pressure around continued Nasdaq listing.

Key Terms

form 10-k, form 10-q, nasdaq listing rule 5250(c)(1), periodic filing requirement
4 terms
form 10-k regulatory
"has not yet filed its Annual Report on Form 10-K for the period ended"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
form 10-q regulatory
"previously received a deficiency notice from Nasdaq for failing to file its Form 10-Q"
A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.
nasdaq listing rule 5250(c)(1) regulatory
"no longer complies with Listing Rule 5250(c)(1) for continued listing on Nasdaq"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
periodic filing requirement regulatory
"regain compliance with the Periodic Filing Requirement which would allow the Company"
A periodic filing requirement is a legal obligation for publicly traded companies to submit regular reports about their financial health, operations and material developments to regulators and the public. Like scheduled medical check-ups for a business, these reports give investors up-to-date, standardized information they can use to judge risk, compare companies, and make buy/sell decisions; missed or misleading filings can signal problems and affect a stock’s price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BREA, Calif., April 29, 2026 (GLOBE NEWSWIRE) -- Vestand Incorporated (NASDAQ: VSTD) (“Vestand” or the “Company”) received a notice (the “Notice”) from Nasdaq Listing Qualifications (“Nasdaq”) on April 23, 2026 notifying the Company that as it has not yet filed its Annual Report on Form 10-K for the period ended December 31, 2025 (the “Form 10-K”), the Company no longer complies with Listing Rule 5250(c)(1) for continued listing on Nasdaq (the “Periodic Filing Requirement”).

The Notice from Nasdaq has no immediate effect on the listing of the Company’s Class A Common Stock.

As reported on December 2, 2025, the Company previously received a deficiency notice from Nasdaq for failing to file its Form 10-Q for the quarter ended September 30, 2025. The Company’s failure to file the Form 10-K is considered an additional delinquency. As a result of this additional delinquency, the Company expects to submit to Nasdaq an updated plan to regain compliance with the Periodic Filing Requirement which would allow the Company to regain compliance by May 18, 2026.

However, there can be no assurance that the Form 10-K will be filed within any required timeframe, a plan of compliance will be submitted within such period, Nasdaq will grant the Company an extension, or the Company will be able to meet the continued listing requirements during any compliance period that may be granted by Nasdaq.

About Vestand Inc.

Vestand (NASDAQ: VSTD) is a U.S. Nasdaq-listed company positioning itself as a global investment platform integrating traditional real-world assets (RWA) with next-generation crypto treasury strategies. Through its U.S. and Korean subsidiaries, the Company intends to connect the global capital markets and pursue a growth model that combines real estate, security technology, and blockchain innovation. For more information, please visit https://vestand.com/.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “plan,” “expect,” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, the expected filing of the Form 10-K, and the ability to regain compliance under the Nasdaq Listing Rules. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission, including the risks and uncertainties described in more detail in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and subsequent reports filed 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.

Investor Relations Contact:

Larry W Holub
Director
MZ North America
VSTD@mzgroup.us  
312-261-6412


FAQ

What did Vestand (VSTD) disclose about its late 2025 Form 10-K filing?

Vestand said it has not filed its Form 10-K for the period ended December 31, 2025 and received a Nasdaq notice. According to Vestand, the notice notifies noncompliance with Rule 5250(c)(1) but has no immediate effect on the listing.

Does the Nasdaq notice for VSTD immediately affect the company’s Nasdaq listing?

No — the notice does not have an immediate effect on Vestand’s Class A common stock listing. According to Vestand, the notice merely notifies noncompliance and starts the process for a compliance plan and potential cure period.

What deadline did Vestand give to regain Nasdaq compliance for VSTD?

Vestand expects to regain compliance by May 18, 2026 if Nasdaq accepts its plan. According to Vestand, it will submit an updated plan to Nasdaq outlining steps to satisfy the periodic filing requirement within that period.

Why is Vestand (VSTD) out of compliance with Nasdaq listing rules?

Vestand is out of compliance because it has not filed its annual Form 10-K for 2025, creating a Periodic Filing Requirement breach. According to Vestand, this late 10-K is an additional delinquency following a prior Form 10-Q deficiency.

What risks did Vestand cite about meeting Nasdaq continued listing requirements?

Vestand warned there is no assurance the Form 10-K will be filed or that Nasdaq will grant an extension. According to Vestand, it cannot guarantee submission of a compliance plan, approval of an extension, or satisfaction of listing requirements.