false
0001898604
0001898604
2026-02-27
2026-02-27
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): February 27, 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Andrew
Yun’s Resignation as Director and Chief Compliance Officer
On
February 27, 2026, Andrew Yun resigned from his position as Chief Compliance Officer and as a member of the Board of Directors (the “Board”)
of Vestand Inc. (the “Company”).
Based
on a resignation letter addressed to the Chairman of the Board and Chief Executive Officer of the Company, which is filed herewith as
Exhibit 17.1, the Company believes that Mr. Yun resigned due to his stated concerns about the Company’s direction and that
his advice on matters such as obtaining Board approval and professional counsel regarding Company actions were not adopted, heard, or
meaningfully considered.
The
Company is providing a copy of the disclosures contained in this Current Report on Form 8-K to Mr. Yun on the date on which this Current
Report is being filed with the U.S. Securities and Exchange Commission. The Company is also providing Mr. Yun the opportunity to furnish
the Company with a letter stating whether he agrees with the statements made by the Company in this Current Report and, if not, the respects
in which he does not agree. The Company will file any letter it receives from Mr. Yun as an exhibit by amendment to this Current Report
on Form 8-K within two business days after receipt by the Company.
Abe
Lim’s Resignation as Director
On
March 3, 2026, Abe Lim provided the Board with his formal resignation as a member of the Board. Abe Lim’s resignation was not the
result of any disagreement with the Company, its management, or the Board.
Item 8.01
Other Events
On
March 2, 2026, the Board approved a temporary suspension of the Company’s restaurant operations to mitigate ongoing operating losses
and stabilize the Company’s financial condition. The Company has closed its restaurants at the locations listed in the table below
and may close additional restaurants in the future. The Company may reopen certain locations in the future if adequate financing becomes
available.
| No. |
|
Location |
|
Address |
| 1 |
|
Las
Vegas, Nevada |
|
6125
S. Fort Apache Road, Suites 200B and 202B, Las Vegas, NV 89148 |
| 2 |
|
Las
Vegas, Nevada |
|
6572
N. Decatur Blvd., Suite 120 North Las Vegas, NV 89131 |
| 3 |
|
Garden
Grove, California |
|
9812
Chapman Ave, Garden Grove, CA 92841 |
| 4 |
|
Corona,
California |
|
440
N McKinley St Ste 101, Corona, CA 92879 |
| 5 |
|
Chino,
California |
|
4004
Grand Ave, Ste C, Chino, CA 91710 |
| 6 |
|
Whittier,
California |
|
8426
Laurel Avenue, Ste A, Whittier, CA 90605 |
| 7 |
|
Buena
Park, California |
|
6970
Beach Blvd, Ste F206, Buena Park, CA 90621 |
| 8 |
|
Eastvale,
California |
|
4910
Hamner Ave, Suite 150, Eastvale, CA 91752 |
| 9 |
|
Laguna
Niguel, California |
|
32341
Golden Lantern, Suite B, Laguna Niguel, CA 92677 |
| 10 |
|
San
Clemente, California |
|
638
Camino De Los Mares, San Clemente, CA 92673 |
| 11 |
|
Menifee,
California |
|
27311
Newport Rd Ste 320, Menifee, CA 92584 |
| 12 |
|
Orange,
California |
|
1891
North Tustin Street, Orange, CA 92865 |
The
Company’s restaurants in California at Buena Park, Eastvale, La Mirada, Irvine, and Ontario are currently in lease-related defaults
which provide the respective landlords with certain remedies under the respective lease agreements.
Forward-Looking
Statements
This
filing contains a number of 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. Words such as “may,” and variations of such words and similar
future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but
are not limited to, the closing of additional restaurants and the reopening of certain restaurant locations. These forward-looking statements
are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and
beyond our control. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain
factors detailed in the Company’s filings with the Securities and Exchange Commission, including the risks and uncertainties described
in more detail in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and
subsequent reports filed with the SEC. There can be no assurance that the Company will restart its restaurant operations or reopen
at the locations listed in the table above. The Company disclaims and does not undertake any obligation to update or revise any forward-looking
statement in this report, except as required by applicable law or regulation.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No |
|
Description |
| 17.1 |
|
Resignation Letter of Andrew Yun, dated February 27, 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:
March 11, 2026
| VESTAND
INC. |
|
| |
|
|
| By: |
/s/
Jiwon Kim |
|
| Name:
|
Jiwon
Kim |
|
| Title: |
Chief
Executive Officer |
|
