Vestand Inc. (Nasdaq: VSTD) faces Nasdaq minimum $1 bid price deadline in June 2026

Rhea-AI Filing Summary

Vestand Inc. received a written notice from Nasdaq that its Class A common stock no longer meets the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The notice is based on the stock closing below $1.00 for 30 consecutive business days, but it has no immediate effect on the listing or trading of shares under the symbol VSTD.

The company has 180 calendar days, until June 10, 2026, to regain compliance by having a closing bid of at least $1.00 for a minimum of ten consecutive business days. If it meets other Nasdaq listing standards and notifies Nasdaq of plans to cure the deficiency, including a potential reverse stock split, it may receive an additional 180-day period. If the price falls to $0.10 or less for ten consecutive trading days, Nasdaq can issue an immediate delisting determination. Vestand is monitoring its share price and evaluating possible responses but has not yet decided on specific actions.

Positive

• None.

Negative

• Vestand Inc. is out of compliance with Nasdaq’s $1.00 minimum bid rule and faces defined timelines and price triggers that could lead to a delisting determination.

Insights

Equity market structure analyst

Nasdaq bid-price noncompliance introduces a concrete delisting risk if Vestand’s share price does not recover above the required thresholds.

Vestand Inc. has disclosed that Nasdaq determined its stock failed the $1.00 minimum bid price requirement after 30 consecutive business days below that level. The shares remain listed on the Nasdaq Capital Market for now, but the company enters a formal compliance period that focuses attention on its trading price rather than fundamentals alone.

The company has 180 calendar days, until June 10, 2026, to restore a closing bid of at least $1.00 for ten consecutive business days. If it meets all other initial listing standards and notifies Nasdaq that it intends to cure the deficiency, potentially via a reverse stock split, it may obtain a second 180‑day window. However, if the stock trades at $0.10 or less for ten consecutive trading days, Nasdaq can issue an immediate Staff Delisting Determination, and any remaining compliance period would no longer apply.

The company notes there is no assurance it will regain compliance and that it is still considering possible actions. The explicit reference to potential reverse stock split mechanics and the low‑price trigger at $0.10 emphasize that the listing outcome is tied directly to future share price behavior and decisions the board may take to address the deficiency.

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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): December 12, 2025

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 December 12, 2025, Vestand Inc. (the “Company”) received a written notice (the “Bid Price Notice”) from the Nasdaq Listing Qualifications Department (the “Nasdaq Staff”) indicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on the Nasdaq Capital Market. The notification of noncompliance has no immediate effect on the listing or trading of the Company’s Class A Common Stock on the Nasdaq Capital Market under the symbol “VSTD.” The Company is currently monitoring the closing bid price of its Class A Common Stock and evaluating its alternatives, if appropriate, to resolve the deficiency and regain compliance with this rule.

The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the last 30 consecutive business days as of December 11, 2025, the Company no longer met this requirement. The Bid Price Notice indicated that the Company will be provided 180 calendar days, or until June 10, 2026, in which to regain compliance. If at any time during this period the closing bid price of the Company’s Class A Common Stock is at least $1.00 per share for a minimum of ten consecutive business days, the Nasdaq Staff will provide the Company with written confirmation of compliance and the matter will be closed.

Alternatively, if the Company fails to regain compliance with the Minimum Bid Price Requirement prior to the expiration of the 180 calendar day period, but meets the continued listing requirement for market value of publicly held shares and all the other standards for initial listing on the Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted an additional 180 calendar days to regain compliance with the Minimum Bid Price Requirement. However, if it appears that the Company will not be able to cure the deficiency, or if the Company is not otherwise eligible, Nasdaq Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel. It should be noted that if the Company effects a reverse stock split and the closing bid price of the Company’s Class A Common Stock falls below $1.00 again within one year, Nasdaq Staff may issue a Staff Delisting Determination immediately without providing any additional compliance period.

If the closing bid price of the Company’s Class A Common Stock decreases to $0.10 or less for ten consecutive trading days, Nasdaq will issue an immediate Staff Delisting Determination and the remainder of any compliance period will be moot.

There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance with the other listing requirements. The Company is considering actions that it may take in response to the Bid Price Notice in order to regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time.

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: December 17, 2025

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

FAQ

What did Vestand Inc. (VSTD) disclose about its Nasdaq listing status?

Vestand Inc. reported that Nasdaq notified the company its Class A common stock no longer satisfies the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market.

How long does Vestand Inc. (VSTD) have to regain compliance with Nasdaq's $1.00 bid price rule?

The company has 180 calendar days, until June 10, 2026, to regain compliance by achieving a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days.

Can Vestand Inc. (VSTD) receive more time beyond June 10, 2026 to meet the minimum bid price?

Yes. If Vestand meets other Nasdaq initial listing standards, except for the bid price, and gives written notice that it intends to cure the deficiency, including by a potential reverse stock split, it may be granted an additional 180‑day compliance period.

What happens if Vestand Inc.'s (VSTD) stock price falls to $0.10 or below?

If the closing bid price of Vestand’s Class A common stock is $0.10 or less for ten consecutive trading days, Nasdaq will issue an immediate Staff Delisting Determination and any remaining compliance period becomes moot.

Does the Nasdaq notice immediately affect trading of Vestand Inc. (VSTD) shares?

No. The notice of noncompliance has no immediate effect on the listing or trading of Vestand’s Class A common stock, which continues to trade on the Nasdaq Capital Market under the symbol VSTD.

What actions is Vestand Inc. (VSTD) considering in response to the Nasdaq bid price notice?

The company states that it is monitoring the closing bid price of its Class A common stock and evaluating alternatives to resolve the deficiency and regain compliance, but it has not yet made specific decisions.