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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
| 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 |
|
