STOCK TITAN

Nasdaq drops Vestand Inc. (Nasdaq: VSTD); shares now trade on OTC Pink

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq delisting of Vestand’s Class A Common Stock from The Nasdaq Capital Market effective July 27, 2026.
  • Ongoing non-compliance with periodic reporting, including missing Form 10-Q for September 30, 2025, Form 10-K for 2025, and Form 10-Q for March 31, 2026 cited by Nasdaq.
  • Failure to meet Nasdaq’s $1.00 per share minimum bid price requirement under Listing Rule 5550(a)(2).
  • Vestand’s Class A shares now trade on the OTC Pink Limited Market instead of The Nasdaq Capital Market.

Filing Explained

Beyond Vestand’s 15-day window to request review, the Nasdaq Listing and Hearing Review Council may independently review the July 23, 2026 delisting decision within 45 calendar days of that decision.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Nasdaq delisting effective date July 27, 2026 Effective date for delisting of Class A Common Stock from The Nasdaq Capital Market
Decision date July 23, 2026 Date Vestand received the Nasdaq Hearings Panel delisting decision
Minimum bid price requirement $1.00 per share Required minimum bid price under Nasdaq Listing Rule 5550(a)(2)
Review request window 15 calendar days Time from the decision for Vestand to request review by the Nasdaq Listing and Hearing Review Council
Council review window 45 calendar days Period in which the Council may on its own motion review the delisting decision
Missing SEC reports 3 reports Two Form 10-Qs and one Form 10-K cited in Nasdaq’s periodic reporting deficiency
Nasdaq Hearings Panel regulatory
"the Nasdaq Hearings Panel had determined to delist the Company’s Class A Common Stock"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Periodic Reporting Requirement regulatory
"non-compliance with Nasdaq’s periodic reporting requirements under Nasdaq Listing Rule 5250(c)(1)"
Minimum Bid Price Requirement regulatory
"had not regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
OTC Pink Limited Market market
"Class A Common Stock began trading on the OTC Pink Limited Market under the symbol VSTD"
OTC Pink Limited Market is an over‑the‑counter trading tier for stocks that are not listed on major exchanges and provide only limited public information about their operations and financials. It matters to investors because lower disclosure increases uncertainty and risk—prices can be volatile and it can be harder to verify value or spot problems, like buying an unlabeled used item at a flea market where you don’t know its history or condition.
Nasdaq Listing Rule 5250(c)(1) regulatory
"non-compliance with Nasdaq’s periodic reporting requirements under Nasdaq Listing Rule 5250(c)(1)"
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.
Nasdaq Listing Rule 5550(a)(2) regulatory
"not regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain"

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

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FAQ

Why is Vestand Inc. (VSTD) being delisted from Nasdaq?

Vestand faces delisting because it failed to meet Nasdaq’s periodic reporting requirement and its minimum bid price rule. The company did not file three required SEC reports and did not maintain the $1.00 per share minimum bid price under Listing Rule 5550(a)(2).

When will Vestand Inc. (VSTD) be delisted from The Nasdaq Capital Market?

Nasdaq’s Hearings Panel decided that Vestand’s Class A Common Stock will be delisted effective July 27, 2026. The company received the delisting decision on July 23, 2026, following a June 30, 2026 hearing on its compliance plan and listing status.

Where do Vestand Inc. (VSTD) shares trade after the Nasdaq delisting?

After delisting from The Nasdaq Capital Market, Vestand’s Class A Common Stock began trading on the OTC Pink Limited Market. Trading under the symbol VSTD on OTC Pink commenced on July 27, 2026, the same date the Nasdaq delisting became effective.

Which SEC reports has Vestand Inc. (VSTD) failed to file?

Vestand has not filed its Form 10-Q for the period ended September 30, 2025, its Form 10-K for the fiscal year ended December 31, 2025, and its Form 10-Q for the period ended March 31, 2026. These missing filings underlie Nasdaq’s periodic reporting deficiency notice.

Can Vestand Inc. (VSTD) appeal the Nasdaq delisting decision?

Vestand has 15 calendar days from the July 23, 2026 decision to request review by the Nasdaq Listing and Hearing Review Council. The Council may also decide on its own within 45 calendar days to review, but there is no assurance Vestand will seek review or that the decision will be reversed.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 23, 2026

 

Vestand Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41494   87-3941448

(State or other Jurisdiction

of Incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

 

104 Apple Blossom Cir.

Brea, CA 92821

(Address of principal executive offices and zip code)

 

(562) 727-7045

(Registrant’s telephone number, including area code)

 

Yoshiharu Global Co.

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value   VSTD*   The Nasdaq Stock Market LLC*
        (Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

* Pending the filing by The Nasdaq Stock Market LLC of a Form 25-NSE to deregister the Company’s securities under Section 12(b) of the Securities Exchange Act of 1934, as amended.

 

 

 

 
 

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 23, 2026, Vestand Inc. (the “Company”), received a delist decision letter (the “Decision”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s Class A Common Stock from The Nasdaq Capital Market effective as of July 27, 2026.

 

As previously disclosed in the Company’s Current Report on Form 8-K filed on May 26, 2026, the Company received a Staff Delisting Determination from Nasdaq relating to the Company’s non-compliance with Nasdaq’s periodic reporting requirements under Nasdaq Listing Rule 5250(c)(1) (the “Periodic Reporting Requirement”) due to the Company’s failure to file its Quarterly Report on Form 10-Q for the period ended September 30, 2025, its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The Company timely submitted a request for a hearing before the Panel to appeal the Staff Delisting Determination (the “Hearing”).

 

In addition, and as previously disclosed in the Company’s Current Report on Form 8-K filed on June 17, 2026, the Company received a letter from the Nasdaq notifying the Company that it had not regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”). As a result, Nasdaq notified the Company that this deficiency would also be considered by the Panel in rendering a determination in connection with the Company’s continued listing on The Nasdaq Capital Market.

 

The Hearing was held on June 30, 2026, during which the Company presented its updated compliance plan to regain compliance with the Periodic Reporting Requirement and the Minimum Bid Price Requirement and responded to questions from the Panel. Following the Hearing, the Panel issued the Decision determining to delist the Company’s Class A Common Stock. In the Decision, the Panel cited, among other things, the prolonged absence of public disclosure and the change in the Company’s business, and expressed reservations regarding the Company’s experience and institutional stability.

 

The Company has 15 calendar days from the date of the Decision to request review of the Decision by the Nasdaq Listing and Hearing Review Council (the “Listing and Hearing Review Council”). The Listing and Hearing Review Council may also determine, on its own motion, to review the Decision within 45 calendar days following the date of the Decision.

 

On July 27, 2026, the Company’s Class A Common Stock began trading on the OTC Pink Limited Market under the symbol VSTD.

 

The Company is currently evaluating its available options and next steps, including whether to submit a request for review to the Listing and Hearing Review Council. However, there can be no assurance that the Company will seek such review or, if it does, that the Listing and Hearing Review Council will reverse the Decision.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
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: July 27, 2026

 

VESTAND INC.  
     
By: /s/ Jiwon Kim  
Name:  Jiwon Kim  
Title: Chief Executive Officer  

 

 

Filing Exhibits & Attachments

3 documents