Vestand (NASDAQ: VSTD) warned by Nasdaq over late 10-Q, 10-K and potential delisting
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- Nasdaq delisting process initiated: Nasdaq issued a Staff Delisting Determination on May 19, 2026 because Vestand has not filed its September 2025 Form 10-Q, 2025 Form 10-K, and March 2026 Form 10-Q, creating a real risk its Class A common stock will be removed from Nasdaq and potentially trade only over the counter.
Insights
Vestand faces Nasdaq delisting risk due to multiple late SEC filings.
Vestand Inc. has not filed three key reports: the September 2025 Form 10-Q, the December 2025 Form 10-K, and the March 2026 Form 10-Q. This noncompliance triggered a Nasdaq Staff Delisting Determination under Listing Rule 5250(c)(1), starting a formal delisting process.
The company requested a Nasdaq Hearings Panel review on May 22, 2026, which automatically stays any suspension for 15 days. It is also asking the panel for a further stay and more time to complete the delinquent reports, but the outcome is uncertain based on the disclosure.
If Vestand does not secure a stay or regain compliance, trading in its Class A common stock could move from Nasdaq to the OTC market. That shift typically reduces liquidity and visibility for shareholders. Subsequent company and Nasdaq communications will determine whether Vestand remains listed on Nasdaq or transitions to OTC trading.
8-K Event Classification
Key Figures
Key Terms
Nasdaq Listing Rule 5250(c)(1) regulatory
Staff Delisting Determination regulatory
Nasdaq Hearings Panel regulatory
over-the-counter market market
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in the Current Reports on Form 8-K filed by Vestand Inc. (the “Company”) on December 2, 2025, and April 29, 2026, the Company received notices from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended September 30, 2025 (the “September 2025 Quarterly Report”) and its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”), respectively, the Company was no longer in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). Based on materials submitted to Nasdaq by the Company on January 23, 2026, and May 4, 2026, Nasdaq granted the Company an exception until May 18, 2026, to regain compliance with the Listing Rule.
On May 19, 2026, the Company received a Staff Delisting Determination letter (the “Staff Determination”) from Nasdaq notifying it that Nasdaq has initiated a process which could result in the delisting of the Company’s securities from Nasdaq. The Staff Determination was issued as a result of the Company not being in compliance with the Listing Rule, as it has not filed its September 2025 Quarterly Report, its 2025 Form 10-K, and its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “March 2026 Quarterly Report,” and together with the September 2025 Quarterly Report and 2025 Form 10-K, the “Delinquent Reports”). The Staff Determination has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s securities.
On May 22, 2026, the Company submitted a request for a hearing before the Nasdaq Hearings Panel (the “Hearings Panel”) to appeal the Staff Determination (the “Hearing Request”). The Hearing Request will automatically stay the suspension of the Company’s securities for a period of 15 days from the date of the request. However, in connection with the Hearing Request, the Company also requested that the Staff Determination be further stayed pending the hearing process. According to the Staff Determination, hearings are typically scheduled to occur approximately 30 to 45 days after the date of a company’s hearing request.
Following the hearing, the Hearings Panel will issue a decision, which the Company may further appeal to the Nasdaq Listing and Hearing Review Council for review. The Company is working diligently to prepare and file the Delinquent Reports as soon as possible to regain compliance with the Listing Rule. However, there can be no assurance that such reports will be filed before any hearing occurs, that the Hearings Panel will grant the Company’s request for a stay pending the hearing process, or that the Company’s request for an extension of time to file the Delinquent Reports at the hearing will be granted. If the Company’s requests for a stay and extension are not granted, the Company’s shares of Class A Common Stock will be delisted from the Nasdaq stock exchange. The Company anticipates that, if the shares of Class A Common Stock are delisted from the Nasdaq stock exchange, they may become eligible for trading on the over-the-counter (“OTC”) market system, but that cannot be assured.
Forward Looking Statement.
This filing contains forward-looking statements that involve risks and uncertainties. For example, forward-looking statements include statements regarding the timing of the filing of the Delinquent Reports and the outcome of the Company’s request for stay and appeal. Actual results could differ materially from the results projected in or implied by the forward-looking statements made in this filing. Factors that might cause these differences include, but are not limited to: the possibility of unanticipated delays that will prevent the filing of the Company’s Delinquent Reports; the risk that the work necessary to prepare and complete the Delinquent Reports is greater than anticipated or may involve the resolution of additional issues identified during the review process; the outcome of the Company’s appeal of the Staff Determination; the risk that the Company may not respond adequately to further inquiries from Nasdaq relating to or the appeal or during the hearing; and the risk that Nasdaq will not accept any plan to regain compliance and will delist the Company’s Class A common stock. Other risk factors that may impact these forward-looking statements are discussed in more detail in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent reports filed with the U.S. Securities and Exchange Commission. The Company expressly disclaims any obligation or intention to update these forward-looking statements to reflect new information and developments.
Item 7.01 Regulation FD Disclosure
A press release dated May 26, 2026, disclosing the Company’s receipt of the Staff Determination referenced above, is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, 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 dated May 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 26, 2026
| VESTAND INC. | ||
| By: | /s/ Jiwon Kim | |
| Name: | Jiwon Kim | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Vestand
Receives Nasdaq Staff Determination Notification Regarding
Late 10-Q and 10-K Filings and Continued Listing Requirements
BREA,
California – May 26, 2026 – Vestand Incorporated (NASDAQ: VSTD) (“Vestand” or the “Company”)
received a Staff Delisting Determination letter (the “Staff Determination”) from
The
Staff Determination was issued as a result of the Company not being in compliance with Listing Rule 5250(c)(1) (the “Rule”)
because it has not filed its Form 10-Q for the period ended September 30, 2025, its Form 10-K for the year ended December 31,
The Staff Determination has no immediate effect and will not immediately result in the suspension of trading or delisting of the Company’s securities.
On
May 22, 2026, the Company submitted a request for a hearing before the Nasdaq Hearings Panel (the “Hearings Panel”) to appeal
the Staff Determination (the “Hearing Request”).
The Company is working diligently to prepare and file the Delinquent Reports as soon as possible to regain compliance with the Rule. However, there can be no assurance that such reports will be filed before any hearing occurs, that the Hearings Panel will grant the Company’s request for a stay pending the hearing process, or that the Company’s request for an extension of time to file the Delinquent Reports at the hearing will be granted.
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.
Investor
Relations Contact:
Larry
W Holub
Director
MZ North America
VSTD@mzgroup.us
312-261-6412