Vestand Inc. (VSTD) is the issuer named in a Nasdaq Stock Market LLC Form 25 notification concerning its Class A Common Stock and removal from listing and/or registration under Section 12(b). Nasdaq states that it complied with its rules to strike the class, and the form also states that Vestand complied with requirements governing voluntary withdrawal.
Vestand Inc. entered into a Stock Transfer Agreement involving its investment in Vestand Korea Co., Ltd. Vestand Inc. sold its 200 shares of common stock of Vestand Korea to Sang-Woo Noh at a price of KRW 5,000 per share, for a total of KRW 1,000,000. Vestand Inc. retained a contractual right to repurchase all 200 shares from Mr. Noh for KRW 1,100,000 until July 28, 2027, providing an option to regain its prior ownership position under predetermined terms.
Vestand Inc. reported that on June 23, 2026, BS1 Fund converted all of its 1,760,000 shares of Class B Common Stock into an equal number of Class A shares. Under Vestand’s charter, once BS1 Fund ceased to beneficially own at least 25% of the voting power of the company’s outstanding capital stock, all remaining Class B shares automatically converted into Class A.
As a result, all Class B Common Stock was eliminated, including shares held by other investors, and each former Class B share now carries one vote instead of the prior ten votes per share. BS1 Fund no longer controls a majority of Vestand’s total voting power, and no new party acquired control; the company characterizes this as a dissipation of control rather than a traditional change of control.
Vestand Inc. reports that on July 23, 2026 it received a decision from a Nasdaq Hearings Panel to delist its Class A Common Stock from The Nasdaq Capital Market, effective July 27, 2026. This follows earlier notices that the company is not compliant with Nasdaq’s periodic reporting requirements under Listing Rule 5250(c)(1), after failing to file its Form 10-Q for the period ended September 30, 2025, its Form 10-K for the year ended December 31, 2025, and its Form 10-Q for the period ended March 31, 2026, and with the Minimum Bid Price Requirement under Listing Rule 5550(a)(2), which requires a minimum bid of $1.00 per share.
The Panel cited the prolonged absence of public disclosure and changes in the business, and expressed reservations about the company’s experience and institutional stability. Vestand’s Class A shares began trading on the OTC Pink Limited Market under the symbol VSTD on July 27, 2026. Vestand has 15 calendar days from the decision date to request review by the Nasdaq Listing and Hearing Review Council, which may also choose on its own to review the decision, though there is no assurance of reversal.
Vestand Inc. reports that Nasdaq has notified the company it has not regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. The company’s Class A Common Stock remains listed on the Nasdaq Capital Market for now.
Vestand previously had until June 10, 2026 to restore its bid price but did not do so and is not eligible for an additional compliance period. This deficiency, together with earlier issues tied to delayed Form 10-Q and 10-K filings, will be reviewed by a Nasdaq Hearings Panel. Vestand has submitted a Compliance Plan and will present it at a hearing, but there is no assurance the plan will be accepted or that continued listing will be granted.
Vestand Inc. entered into a new Loan Agreement with Good Mood Studio Inc. on March 17, 2026. The lender agreed to provide a $200,000 loan that carries 16% annual simple interest, with overdue amounts accruing interest at 18% per year.
The company must repay the full principal and accrued interest by September 16, 2026. The loan is secured by 100% of Vestand Inc.’s equity interest in Vestand Korea Co., Ltd., giving the lender rights to take ownership, sell, or exercise voting and economic rights over this collateral if an event of default occurs.
Vestand Inc. entered into a Financing Agreement with Min Gan Zhe Investment Limited for a total of $1,000,000 of new capital. The package includes a $500,000 equity investment in 1,347,708 Class A shares at $0.371 per share, at an approximate 30% discount to the recent five-day average closing price, and a $500,000 secured loan.
The loan is not convertible into equity, carries 8% annual interest, and matures on November 10, 2026, secured by a loan receivable owed to Vestand Korea Co., Ltd. Vestand plans to use the combined financing for working capital, audit and SEC reporting costs, Nasdaq compliance, operating expenses, professional fees, debt obligations, and other general corporate purposes.
Vestand Inc. received a Nasdaq Staff Delisting Determination on May 19, 2026 because it has not filed its Form 10-Q for September 30, 2025, its Form 10-K for December 31, 2025, and its Form 10-Q for March 31, 2026. These delinquent SEC reports mean the company is not in compliance with Nasdaq Listing Rule 5250(c)(1). The letter does not immediately suspend trading, but it starts a process that could lead to delisting.
Vestand requested a hearing with the Nasdaq Hearings Panel on May 22, 2026, which automatically stays any suspension for 15 days, and it has asked for an additional stay while it works to complete the late filings. There is no assurance the hearing panel will grant a stay or an extension, and the company warns that its Class A common stock could be removed from Nasdaq and potentially trade only on the over-the-counter market.
Vestand Inc. received a Nasdaq staff deficiency notice on April 23, 2026 because it has not filed its Form 10-K for the year ended December 31, 2025, violating Nasdaq Listing Rule 5250(c)(1) on timely periodic reports. This follows an earlier notice for failing to file its Form 10-Q for the quarter ended September 30, 2025, so the late Form 10-K counts as an additional delinquency.
The company plans to submit an updated compliance plan to Nasdaq that, if accepted, could allow it to regain compliance by May 18, 2026, but Nasdaq is not obligated to grant any extension. Vestand attributes the delayed filings to an ongoing financial restatement and is working to complete the delinquent reports, while warning there is no assurance it will meet Nasdaq’s continued listing standards.
Vestand Inc. notifies the SEC that it cannot timely file its Annual Report on Form 10-K for the year ended December 31, 2025 because it is completing a restatement of Previously Issued Financial Statements beginning with September 30, 2022 through June 30, 2025.
The company says the Restatement follows its Audit Committee Report and an Independent Accountant’s Report on Applying Agreed-Upon Procedures, and that the financial impacts for the year ended December 31, 2025 are expected but not yet determined. Vestand plans to file the Annual Report as soon as practicable after completing the Restatement.