false
0001898604
0001898604
2026-06-12
2026-06-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 12, 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.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 12, 2026, Vestand Inc. (the “Company”) received a letter (the “Nasdaq Letter”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“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”).
The
Nasdaq Letter has no immediate effect on the listing of the Company’s Class A Common Stock on the Nasdaq Capital Market.
As
previously disclosed in the Company’s Current Report on Form 8-K filed on December 17, 2025, the Company received a notification
from Nasdaq that the bid price of the Company’s Class A Common Stock had closed below $1.00 per share for 30 consecutive business
days and that the Company was provided a 180-calendar-day compliance period, through June 10, 2026, to regain compliance with the Minimum
Bid Price Requirement.
The
Company did not regain compliance with the Minimum Bid Price Requirement during the initial compliance period and, according to the Nasdaq
Letter, the Company is not eligible for an additional compliance period. As a result, Nasdaq notified the Company that this deficiency
will be considered by the Nasdaq Hearings Panel (the “Panel”) in rendering a determination in connection with the Company’s
continued listing on The Nasdaq Capital Market.
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) 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”).
The
Company’s Compliance Plan submitted in connection with the Hearing includes a plan to regain compliance with the Minimum Bid Price
Requirement, including the actions that the Company intends to undertake to address the bid price deficiency.
The
Company also submitted a request to stay the suspension and delisting of the Company’s securities pending the Panel’s final
determination, which request was granted by Nasdaq.
The
Company intends to present its plan to regain compliance with the Minimum Bid Price Requirement at the Hearing; however, there can be
no assurance that the Panel will accept the Company’s Compliance Plan or grant its request for continued listing.
Forward
Looking Statement.
This
filing contains forward-looking statements that involve risks and uncertainties. For example, forward-looking statements include statements
regarding the Company’s plan to regain compliance with the Minimum Bid Price Requirement and the outcome of the Company’s
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 Company’s Compliance Plan; the risk that the work necessary to implement the Company’s Compliance Plan is greater
than anticipated; the outcome of the Company’s appeal of the Staff Delisting Determination; the risk that the Company may not respond
adequately to further inquiries from Nasdaq relating to 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
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:
June 17, 2026
| VESTAND
INC. |
|
| |
|
|
| By: |
/s/
Jiwon Kim |
|
| Name:
|
Jiwon
Kim |
|
| Title: |
Chief
Executive Officer |
|
